M&A - Eightco Holdings Inc.

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Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225004802

Filing Summary: Eightco Holdings Inc. focuses on growth through its acquisition strategy, particularly in the consumer product and inventory financing sectors. The company finalized the acquisition of Forever 8 Fund, LLC on October 1, 2022, enabling it to offer funding solutions for e-commerce platforms. Their operations are primarily centered around two businesses: the Forever 8 inventory management platform and the Corrugated Packaging Business, which produces custom packaging. The company has also entered into an Asset Purchase Agreement on November 22, 2024, for the sale of assets related to Corinthia Containers, seeking approval from shareholders for this transaction. For the fiscal year ending December 31, 2024, Forever 8 generated revenues of approximately $39.6 million and has plans for strategic market expansion. The company aims to enhance its revenue streams while adapting to changing market conditions and consumer preferences.

Additional details:

Business Name: Forever 8 Fund, LLC

Acquisition Date: 2022-10-01


Business Name: Corrugated Packaging Business

Recent Revenue 2024: 6823277


Recent Revenue 2023: 7729131


Asset Purchase Agreement Date: 2024-11-22

Purchase Price Cash: 557835

Purchase Price Seller Note: 2500000

Purchase Price Earnout: certain milestones


Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225003747

Filing Summary: On April 7, 2025, Eightco Holdings Inc. completed the sale of certain assets of its wholly-owned subsidiary, Ferguson Containers, Inc., to an entity controlled by Edward Reichard and Derick Reichard. This sale was part of an Asset Purchase Agreement executed on November 22, 2024. The total purchase price for the assets included $557,835 in cash, a seller note worth $2,500,000 with a 9.75% annual interest, and potential earnout consideration based on achieving specified EBITDA milestones for 2024 and 2025. The press release related to this transaction was issued on April 11, 2025 and is attached as Exhibit 99.1.

Additional details:

Purchase Price Cash: 557835


Purchase Price Seller Note: 2500000


Seller Note Interest Rate: 9.75


Monthly Installment: 32692.56


Installment Start Date: 2025-05-01


Installment Due Date: 2034-12-31


Earnout 2024 Milestone: 1000000


Earnout 2024 Prorated Amount: 250000


Earnout 2025 Milestone: 1000000


Earnout 2025 Prorated Amount: 250000


Press Release Date: 2025-04-11


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