UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2023
Eightco Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41033 | 87-2755739 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 9th Avenue North, Suite 220 Safety Harbor, Florida |
34695 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 765-8933
Cryptyde, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | OCTO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 3, 2023, Eightco Holdings Inc., formerly known as Cryptyde, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of Delaware (1) to effect a 1-for-50 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock (the “Reverse Stock Split”) and (2) to change the name of the Company from “Cryptyde, Inc.” to “Eightco Holdings Inc.” (the “Name Change”). Both the Reverse Stock Split and the Name Change were effective as of 4:05 p.m., New York time, on April 3, 2023. As previously reported in a Current Report on Form 8-K, the Company held a special meeting of stockholders on March 15, 2023 (the “Special Meeting”), at which the Company’s stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Company’s Board of Directors (the “Board”) and included in a public announcement. On April 3, 2023, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-50 and to effect the Name Change, and the Board approved the corresponding final form of the Certificate of Amendment.
As a result of the Reverse Stock Split, every 50 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 89,878,484 shares to approximately 1,797,756 shares, subject to further adjustment for the rounding up of fractional shares.
Following the Name Change, any stock certificates that reflect the former name of the Company will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent. Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change.
The Common Stock began trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market on April 4, 2023. The trading symbol for the Common Stock following the Reverse Stock Split and the Name Change is “OCTO.” The new CUSIP number for the Common Stock following the Reverse Stock Split and the Name Change is 22890A203.
For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 6, 2023 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1.
Item 7.01 Regulation FD Disclosure
On April 3, 2023, the Company issued a press release announcing the Reverse Stock Split and the Name Change, and on April 4, 2023, the Company issued a press regarding the focus of its business activities following the Name Change. Copies of the Company’s press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibits 99.1 and 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Cryptyde, Inc. | |
| 99.1 | Press release dated April 3, 2023 | |
| 99.2 | Press release dated April 4, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 4, 2023
| Eightco Holdings Inc. | ||
| By: | /s/ Brian McFadden | |
| Name: | Brian McFadden | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
THE CERTIFICATE OF INCORPORATION
OF CRYPTYDE, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Cryptyde, Inc., a corporation organized under and existing by virtue of the General Corporation Law of the State of Delaware (“DGCL”), DOES HEREBY CERTIFY:
| 1. | The name of the corporation is Cryptyde, Inc. (the “Corporation”). | |
| 2. | The date of filing the original Certificate of Incorporation of this Corporation with the Secretary of State of the State of Delaware was March 9, 2022. | |
| 3. | Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved the amendment with respect to Article FOURTH in accordance with Section 242 of the General Corporation Law of the State of Delaware. | |
| 4. | Resolutions were duly adopted by the Board of Directors of the Corporation, in accordance with the provisions of the Certificate of Incorporation set forth below, providing that, effective as of 4:05 PM, New York time, on April 3, 2023, (a) the name of the Corporation shall be “Eightco Holdings Inc.” and (b) each fifty (50) issued and outstanding shares of the Corporation’s Common Stock, par value $0.001 per share, shall be converted into one (1) share of the Corporation’s Common Stock, par value $0.001 per share, as constituted following such date. | |
| 5. | The Certificate of Incorporation is hereby amended by amending and restating Article First in its entirety as follows: |
“The name of the Corporation is Eightco Holdings Inc.”
| 6. | The Certificate of Incorporation is hereby amended by revising Article FOURTH to include a new paragraph (e) as follows: |
“(e) Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each 50 shares of Old Common Stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time is reclassified into one share of Common Stock, $0.001 par value per share, of the Corporation (the “New Common Stock”) (such reclassification and combination, the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid.”
| 7. | The foregoing amendment was effected pursuant to a resolution of the Board of Directors of said corporation and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
[Signature page follows.]
IN WITNESS WHEREOF, Cryptyde, Inc. has caused this Certificate of Amendment to be duly executed by the undersigned duly authorized officer as of this 3rd day of April, 2023.
| CRYPTYDE, INC. | ||
| By: | /s/ Brian McFadden | |
| Name: | Brian McFadden | |
| Title: | President | |
Exhibit 99.1
Cryptyde, Inc. Announces New Name, New Ticker Symbol and Reverse Stock Split
The New Name “Eightco Holdings Inc.” Will Be Effective on April 3, 2023. Common Stock Will Begin Trading Under the Symbol “OCTO” on a Split-Adjusted Basis on April 4, 2023.
SAFETY HARBOR, Florida, April 03, 2023 (GLOBE NEWSWIRE) — Cryptyde, Inc. (NASDAQ: TYDE) (“Cryptyde” or the “Company”), a technology company dedicated to fostering growth and innovation through strategic acquisitions and management, today announced that it intends to change its name to “Eightco Holdings Inc.” and to effect a reverse stock split of its common stock at a ratio of 1 post-split share for every 50 pre-split shares. The name change and the reverse stock split will become effective at 4:05 p.m. on Monday, April 3, 2023. The Company’s common stock will continue to be traded on the Nasdaq Capital Market under the new symbol “OCTO” and will begin trading on a split-adjusted basis when the market opens on Tuesday, April 4, 2023.
At a special meeting of stockholders held on March 15, 2023, Cryptyde’s stockholders granted the Company’s Board of Directors the discretion to effect a reverse stock split of the Company’s common stock through an amendment to its Certificate of Incorporation at a ratio of not less than 1-for-2 and not more than 1-for-50, such ratio to be determined by the Company’s Board of Directors.
At the effective time of the reverse stock split, every 50 shares of Cryptyde’s issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-50 reverse stock split.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional share of a stockholder resulting from the reverse stock split will be rounded up to the nearest whole number of shares. The reverse stock split will reduce the number of shares of Cryptyde’s common stock outstanding from approximately 89,878,484 shares to approximately 1,797,756 shares. Proportional adjustments will be made to the number of shares of Cryptyde’s common stock issuable upon exercise or conversion of Cryptyde’s equity awards, convertible securities and warrants, as well as the applicable exercise price. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Nevada Agency and Transfer Company, at (775) 322-0626.
About Cryptyde, Inc.
Cryptyde, Inc. (NASDAQ: TYDE) is focused on driving growth through the acquisition and management of technology. With subsidiaries like Forever 8, a cash flow management platform for e-commerce sellers, and Ferguson Containers, a provider of complete manufacturing and logistical solutions for product and packaging needs, Cryptyde is committed to identifying and acquiring businesses with untapped potential and developing strategies to scale them to new heights. Through focused execution and a commitment to innovation, Cryptyde aims to drive significant growth and value creation for its portfolio companies and shareholders.
For additional information, please visit http://www.cryptyde.com/.
Forward Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical fact could be deemed forward looking. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,” “expand,” “advance,” “develop” “believes,” “guidance,” “target,” “may,” “remain,” “project,” “outlook,” “intend,” “estimate,” “could,” “should,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the effect that the reverse stock split may have on the price of the Cryptyde’s common stock and Cryptyde’s ability to maintain its listing on the Nasdaq Stock Market. Given these risks and uncertainty, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Cryptyde’s actual results to differ from those contained in forward-looking statements, see Cryptyde’s filings with the Securities and Exchange Commission (SEC), including the section titled “Risk Factors” in Cryptyde’s Registration Statement on Form 10, as amended, filed with the SEC on May 13, 2022, and Cryptyde’s Registration Statement on Form S-1, as amended, filed with the SEC on January 24, 2023. All information in this press release is as of the date of the release, and Cryptyde undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.
For further information, please contact:
Investor Relations
Richard Brown
617-819-1289
investors@cryptyde.com
Exhibit 99.2
Cryptyde Inc. Announces Name Change to Eightco Holdings Inc.
New Name Reflects Focus on Forever 8 and Fintech Business Opportunities
SAFETY HARBOR, Florida, April 4, 2023 (GLOBE NEWSWIRE) — Eightco Holdings Inc. announced today that it has changed its name from Cryptyde, Inc. effective immediately. The company has made the decision to concentrate its efforts on its most valuable asset, Forever 8, for which the company previously announced guidance of projected $60 million in revenue for fiscal year 2023. In addition, the company anticipates synergistic business opportunities to complement its already growing fintech business.
“Eightco Holdings Inc. signifies our commitment to the fintech industry’s expansion coupled with the market opportunities that our subsidiary, Forever 8, presents,” said Eightco Holdings CEO Brian McFadden. “After internal discussions and analysis, our leadership reached the consensus that the crypto industry’s regulatory risks are likely to continue escalating, and the company and our clients would be better served by focusing our full attention on supporting entrepreneurs through our existing subsidiaries Forever 8 and Ferguson Container. We believe that this strategic decision is in the best interest of our shareholders and the sustainable growth of our company.”
This name change marks a milestone in the company’s growth plan and reflects its commitment to delivering value to its customers, investors, and other stakeholders. The company’s core business will remain the same, providing fintech solutions to entrepreneurs in the e-commerce space.
In addition to the name change to Eightco Holdings Inc., the symbol under which its common stock trades on the Nasdaq Capital Market changed from “TYDE” to “OCTO.” The common stock will begin trading under the new stock symbol at market open on Tuesday, April 4th.
“We are excited to move forward under our new name and continue to focus on the growth of the fundamental business, providing inventory solutions to entrepreneurs and businesses around the world,” said McFadden.
About Eightco Holdings Inc.
Eightco Holdings Inc. (NASDAQ: OCTO) is committed to growth focused around its existing subsidiaries, Forever 8, an inventory management platform for e-commerce sellers, and Ferguson Containers, a provider of complete manufacturing and logistical solutions for product and packaging needs, through strategic management and investment. In addition, the company is actively seeking new opportunities to add to its portfolio of technology solutions focused on the ecommerce ecosystem through strategic acquisitions. Through a combination of innovative strategies and focused execution, Eightco Holdings Inc. aims to create significant value and growth for its portfolio companies and shareholders.
For additional information, please visit www.8co.holdings
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical fact could be deemed forward looking. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,” “expand,” “advance,” “develop” “believes,” “guidance,” “target,” “may,” “remain,” “project,” “outlook,” “intend,” “estimate,” “could,” “should,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the effect that the reverse stock split may have on the price of Eightco Holdings Inc.’s common stock and the company’s ability to achieve and maintain compliance with the listing requirements of the Nasdaq Stock Market; the potential that the expected benefits of Eightco Holdings Inc.’s acquisition of Forever 8 are not achieved; Forever 8’s inability to continue the results from the fourth quarter of 2022; Eightco Holdings Inc.’s inability to raise additional capital of at least $3 million; achievement of the expected benefits of Eightco Holdings Inc.’s spin-off from Vinco Ventures, Inc.; tax treatment of the spin-off; market and other conditions; the risks that the ongoing COVID-19 pandemic may disrupt Eightco Holdings Inc.’s business more severely than it has to date or more severely than anticipated; unexpected costs, charges or expenses that reduce Eightco Holdings Inc.’s capital resources; Eightco Holdings Inc.’s inability to raise adequate capital to fund its business; Eightco Holdings Inc.’s inability to innovate and attract users for Eightco Holdings Inc.’s products; future legislation and rulemaking negatively impacting digital assets; and shifting public and governmental positions on digital asset mining activity. Given this risks and uncertainty, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Eightco Holdings Inc.’s actual results to differ from those contained in forward-looking statements, see Eightco Holdings Inc.’s filings with the Securities and Exchange Commission (SEC), including the section titled “Risk Factors” in Eightco Holdings Inc.’s Registration Statement on Form 10, as amended, filed with the SEC on May 13, 2022, and Eightco Holdings Inc.’s Registration Statement on Form S-1, as amended, filed with the SEC on January 24, 2023. All information in this press release is as of the date of the release, and Eightco Holdings Inc. undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.
For further information, please contact:
Investor Relations
Richard Brown
617-819-1289
investors@8co.holdings