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): May 10, 2023 (May 8, 2023)
EIGHTCO HOLDINGS INC.
(f/k/a CRYPTYDE, 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
(Former name or former address, if changed since last report)
Not Applicable
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 1.01 Entry into a Material Definitive Agreement
As previously disclosed in the Current Report on Form 8-K as filed with the Securities and Exchange Commission by the Company on September 15, 2022, the Company entered into a Membership Interest Purchase Agreement (the “F8 MIPA”) and Operating Agreement (the “F8 Operating Agreement”), as subsequently amended, with the Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 (the “Sellers”) and Paul Vassilakos, solely in his capacity as representative of the Sellers (the “Sellers’ Representative”).
As previously disclosed in the Current Report on Form 8-K as filed with the Securities and Exchange Commission by the Company on October 5, 2022, the Company entered into a Registration Rights Agreement (the “F8 RRA”) with the Sellers and the Sellers’ Representative.
On May 8, 2023, the Company and the Sellers’ Representative entered into a Letter Agreement (the “Letter Agreement”). Under the terms of the Letter Agreement, the Sellers agreed to: (i) amend the F8 MIPA to change the Share Issuance Approval Deadline (as defined within the Letter Agreement) from June 30, 2023 to the date of the Company’s next meeting of its stockholders, annual or special, following the Company’s special meeting of stockholders currently planned for June 30, 2023 (including any adjournment or postponement thereof, the “Subsequent Meeting Date”); (ii) amend the F8 Operating Agreement to change the existing Cash Put Right Approval Deadline (as defined within the Letter Agreement) from June 30, 2023 to the Subsequent Meeting Date, and (iii) amend the F8 RRA to change the Filing Deadline (as defined within the F8 RRA), effective as of the day prior to the Filing Deadline, from the Filing Deadline to the Subsequent Meeting Date; provided, however, that in no event shall the Subsequent Meeting Date be later than September 30, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Letter Agreement dated May 8, 2023 between Eightco Holdings Inc. and Sellers’ Representative | |
| 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: May 10, 2023
| Eightco Holdings Inc. | ||
| By: | /s/ Brian McFadden | |
| Name: | Brian McFadden | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
PAUL VASSILAKOS
Sellers’ Representative
May 8, 2023
VIA EMAIL
Brian McFadden
Chief Executive Officer
Eightco Holdings, Inc.
bpm@8co.holdings.com
Mr. McFadden:
Reference is made to that certain Membership Interest Purchase Agreement (the “F8 MIPA”), dated as of September 14, 2022, between Eightco Holdings Inc. (f/k/a Cryptyde, Inc., “Eightco”), a Delaware corporation, Forever 8 Fund, LLC (“Forever 8”), a Delaware limited liability company, the members of Forever 8 set forth on the signature page of the F8 MIPA (each a “Seller,” and collectively the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Sellers (the “Sellers’ Representative”).
The F8 MIPA granted the Sellers non-voting preferred membership units of Forever 8 upon closing of the F8 MIPA (the “Initial Base Preferred Units”) and convertible promissory notes (the “Seller Notes”). The Sellers are also entitled to receive Additional Base Preferred Units (as defined in the F8 MIPA), the Earn-Out Amounts (as defined in the F8 MIPA) and True-up Units (as defined in the F8 MIPA), each upon the occurrence of certain events. The Initial Base Preferred Units, Additional Base Preferred Units, Earn-Out Amounts, and True-up Units are referred to herein as the “F8 Preferred Units.”
Pursuant to the F8 MIPA, Eightco, the Sellers, and the Sellers’ Representative entered into a Registration Rights Agreement, dated as of October 1, 2022 (the “F8 RRA”), requiring Eightco to file a registration statement for the shares of Eightco common stock underlying certain F8 Preferred Units by the six-month anniversary of the closing of the F8 MIPA (the “Filing Deadline”).
The F8 MIPA requires that Eightco use commercially reasonable efforts to obtain Purchaser Stockholder Approval (as defined in the F8 MIPA) by June 30, 2023 (the “Share Issuance Approval Deadline”) relating to issuance of shares of Eightco common stock pursuant to a put right granted to the holders of the F8 Preferred Units.
Pursuant to the Second Amended and Restated Operating Agreement of Forever 8 (the “F8 Operating Agreement”), the Sellers, subject to certain restrictions, have a Put Right (as defined in the F8 Operating Agreement) permitting the Sellers to receive cash in lieu of Eightco common stock, with respect to certain F8 Preferred Units, if Eightco has not received Shareholder Approval (as defined in the F8 Operating Agreement) by June 30, 2023 (the “Cash Put Right Approval Deadline”).
Pursuant to Section 8.04 of the F8 MIPA, the F8 MIPA and the F8 RRA may be amended by written instrument signed by Eightco and the Sellers’ Representative. Pursuant to Section 8.12 of the F8 MIPA, the Sellers’ Representative has full power and authority to act on each Seller’s behalf with respect to all matters relating to the Ancillary Documents (as defined in the F8 MIPA), which includes the F8 RRA.
Pursuant to Section 12.08 of the F8 Operating Agreement, the F8 Operating Agreement may be amended by written instrument signed by Eightco and the Sellers’ Representative.
The Sellers hereby agree to (i) amend the F8 MIPA to change the Share Issuance Approval Deadline from June 30, 2023 to the date of Eightco’s next meeting of its stockholders, annual or special, following the special meeting of Eightco’s stockholders currently planned for June 30, 2023 (including any adjournment or postponement thereof, the “Subsequent Meeting Date”); (ii) amend the F8 Operating Agreement to change the existing Cash Put Right Approval Deadline from June 30, 2023 to the Subsequent Meeting Date and (iii) amend the F8 RRA to change the Filing Deadline, effective as of the day prior to the Filing Deadline, from the Filing Deadline to the Subsequent Meeting Date; provided, however, that in no event shall the Subsequent Meeting Date be later than September 30, 2023.
| Very truly yours, | |
| SELLERS’ REPRESENTATIVE | |
| /s/ Paul Vassilakos | |
| PAUL VASSILAKOS |
| ACKNOWLEDGED AND ACCEPTED BY: | ||
| EIGHTCO HOLDINGS INC. | ||
| By: | /s/ Brian McFadden | |
| Name: | Brian McFadden | |
| Title: | Chief Executive Officer | |
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