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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/23 Eightco Holdings Inc. 10-Q 6/30/23 86:7.1M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.37M
2: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
10: R1 Cover HTML 79K
11: R2 Condensed Consolidated Balance Sheets HTML 156K
12: R3 Condensed Consolidated Balance Sheets HTML 52K
(Parenthetical)
13: R4 Condensed Consolidated Statements of Comprehensive HTML 127K
Loss (Unaudited)
14: R5 Condensed Consolidated Statements of Stockholders' HTML 103K
Equity (Unaudited)
15: R6 Condensed Consolidated Statements of Cash Flows HTML 120K
(Unaudited)
16: R7 Nature of Operations and Basis of Presentation HTML 38K
17: R8 Summary of Significant Accounting Policies HTML 104K
18: R9 Acquisitions HTML 55K
19: R10 Accounts Receivable HTML 35K
20: R11 Inventories HTML 36K
21: R12 Prepaid Expenses and Other Current Assets HTML 38K
22: R13 Loan Held-For-Investment, Related Party HTML 27K
23: R14 Property and Equipment, Net HTML 46K
24: R15 Intangible Assets, Net HTML 55K
25: R16 Goodwill HTML 30K
26: R17 Accrued Expenses and Other Current Liabilities HTML 44K
27: R18 Due to and From Former Parent HTML 26K
28: R19 Lines of Credit HTML 36K
29: R20 Convertible Notes Payable HTML 188K
30: R21 Convertible Notes Payable - Related Parties HTML 39K
31: R22 Income Taxes HTML 36K
32: R23 Stockholders? Equity HTML 51K
33: R24 Commitments and Contingencies HTML 41K
34: R25 Segmenting Reporting HTML 76K
35: R26 Summary of Significant Accounting Policies HTML 159K
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39: R30 Inventories (Tables) HTML 36K
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(Details Narrative)
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Equivalents Anti Dilutive (Details)
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(Details Narrative)
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Consideration Paid (Details)
53: R44 Schedule of Preliminary Purchase Price HTML 31K
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57: R48 Schedule of Inventories (Details) HTML 31K
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Narrative)
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61: R52 Property and Equipment, Net (Details Narrative) HTML 25K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| i ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended i June 30, i 2023 /
or
| i ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission file number: i 001-41033
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 87-2755739 | |
| (State or Other Jurisdiction | (I.R.S. Employer | |
| of Incorporation or Organization) | Identification No.) |
| i 200 9th Avenue North, i Suite 220 | ||
| i Safety Harbor, i Florida | i 34695 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, $0.001 par value per share | i OCTO | The i Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| i Non-accelerated filer ☒ | Smaller Reporting Company i ☒ |
| Emerging Growth Company i ☒ |
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. i ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 14, 2023, there were shares of the registrant’s common stock outstanding.
EIGHTCO HOLDINGS INC.
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including, without limitation, our ability to raise capital, our operational and strategic initiatives or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.
You should not place undue reliance on forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially from those in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in “Risk Factors,” in Part II, Item 1A of this Report as well as information provided elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023. You should carefully consider that information before you make an investment decision.
These and other factors discussed above could cause results to differ materially from those expressed in the estimates made by any independent parties and by us.
| 3 |
OTHER PERTINENT INFORMATION
Unless the context otherwise indicates, when used in this Quarterly Report, the terms “Eightco,” “we,” “us,” “our,” the “Company” and similar terms refer to Eightco Holdings Inc., a Delaware corporation, and all of our consolidated subsidiaries and variable interest entities.
| 4 |
PART I - FINANCIAL INFORMATION
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | i 4,374,905 | $ | i 5,580,431 | ||||
| Restricted cash | i 2,850,000 | i 1,000,000 | ||||||
| Accounts receivable, net | i 1,809,315 | i 1,263,552 | ||||||
| Inventories | i 7,508,143 | i 4,502,003 | ||||||
| Prepaid expenses and other current assets | i 847,551 | i 1,736,145 | ||||||
| Total current assets | i 17,389,914 | i 14,082,131 | ||||||
| Property and equipment, net | i 856,432 | i 1,321,042 | ||||||
| Right of use assets – operating leases | i 46,938 | i 68,600 | ||||||
| Intangible assets, net | i 17,578,491 | i 18,579,986 | ||||||
| Goodwill | i 22,324,588 | i 22,324,588 | ||||||
| Loan held-for-investment | i 2,224,252 | i 2,224,252 | ||||||
| Total assets | $ | i 60,420,615 | $ | i 58,600,599 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | i 2,380,239 | $ | i 2,174,034 | ||||
| Accrued expenses and other current liabilities | i 5,307,431 | i 2,624,518 | ||||||
| Current portion of operating lease liabilities | i 44,456 | i 43,950 | ||||||
| Line of credit | i 4,025,000 | i 1,850,000 | ||||||
| Convertible note payable, net of debt discount of $ i i 3,610,750 / | i 1,944,250 | — | ||||||
| Due to Related Parties | i 7,226,700 | i 7,226,700 | ||||||
| Total current liabilities | i 20,928,076 | i 13,919,202 | ||||||
| Convertible notes payable, net of debt discount of $ and $, respectively | i 1,716,379 | i 7,911,505 | ||||||
| Convertible notes payable – related parties, net of debt discount of $ i 2,250,000 and $ i 2,750,000, respectively | i 25,133,700 | i 24,750,000 | ||||||
| Convertible notes payable | i 25,133,700 | i 24,750,000 | ||||||
| Operating lease liabilities, net of current portion | i 4,330 | i 26,564 | ||||||
| Contingent consideration | i 6,100,000 | i 6,100,000 | ||||||
| Deferred tax liabilities | i 82,104 | i 82,104 | ||||||
| Total liabilities | $ | i 53,964,589 | $ | i 52,789,375 | ||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value, shares authorized and and shares outstanding at June 30, 2023 and December 31, 2022, respectively | - | - | ||||||
| Common stock, $ par value, shares authorized and and shares outstanding at June 30, 2023 and December 31, 2022, respectively | $ | i 2,922 | $ | i 633 | ||||
| Additional paid-in capital | i 109,826,900 | i 50,617,631 | ||||||
| Accumulated deficit | ( i 103,662,587 | ) | ( i 44,958,199 | ) | ||||
| Accumulated other Comprehensive Income | i 605,300 | i 467,668 | ||||||
| Total stockholders’ equity attributable to Eightco Holdings Inc. | i 6,772,535 | i 6,127,733 | ||||||
| Non-controlling interest | ( i 316,509 | ) | ( i 316,509 | ) | ||||
| Total stockholders’ equity | i 6,456,026 | i 5,811,224 | ||||||
| Total liabilities and stockholders’ equity | $ | i 60,420,615 | $ | i 58,600,599 | ||||
See the accompanying notes to the condensed consolidated financial statements.
| 5 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues, net | $ | i 20,547,153 | $ | i 7,345,959 | $ | i 36,436,868 | $ | i 11,065,606 | ||||||||
| Cost of revenues | i 18,017,259 | i 6,546,875 | i 32,087,882 | i 9,721,258 | ||||||||||||
| Gross profit | i 2,529,894 | i 799,084 | i 4,348,986 | i 1,344,348 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | i 5,001,242 | i 4,292,308 | i 10,350,673 | i 6,214,103 | ||||||||||||
| Impairment | i 292,748 | - | i 292,748 | - | ||||||||||||
| Total operating expenses | i 5,293,990 | i 4,292,308 | i 10,643,421 | i 6,214,103 | ||||||||||||
| Operating loss | ( i 2,764,096 | ) | ( i 3,493,224 | ) | ( i 6,294,435 | ) | ( i 4,869,755 | ) | ||||||||
| Non-operating income (expense): | ||||||||||||||||
| Interest income (expense), net | ( i 2,736,333 | ) | i 454 | ( i 5,549,560 | ) | i 325 | ||||||||||
| Loss On Issuance of Warrants | ( i 3,387,604 | ) | - | ( i 46,928,815 | ) | - | ||||||||||
| Other income | i 34,785 | i 53,013 | i 68,422 | i 102,532 | ||||||||||||
| Total non-operating income (expense) | ( i 6,089,152 | ) | i 53,467 | ( i 52,409,953 | ) | i 102,857 | ||||||||||
| Net loss before income tax expense | ( i 8,853,248 | ) | ( i 3,439,757 | ) | ( i 58,704,388 | ) | ( i 4,766,898 | ) | ||||||||
| Income tax expense (benefit) | - | i 17,000 | - | ( i 172,997 | ) | |||||||||||
| Net loss | $ | ( i 8,853,248 | ) | $ | ( i 3,456,757 | ) | ( i 58,704,388 | ) | ( i 4,593,901 | ) | ||||||
| Net loss attributable to non-controlling interest | - | ( i 92,308 | ) | - | ( i 219,062 | ) | ||||||||||
| Net loss attributable to Eightco, Inc. | ( i 8,853,248 | ) | ( i 3,364,449 | ) | ( i 58,704,388 | ) | ( i 4,374,839 | ) | ||||||||
| Earnings (loss) per share: | ||||||||||||||||
| Loss per share – basic and diluted | $ | ( i i 3.54 / | ) | $ | ( i i 7.71 / | ) | $ | ( i i 31.35 / | ) | $ | ( i i 10.03 / | ) | ||||
| Earnings (loss) per share: basic | $ | ( i 3.54 | ) | $ | ( i 7.71 | ) | $ | ( i 31.35 | ) | $ | ( i 10.03 | ) | ||||
| Weight average number of common shares outstanding – basic and diluted | i i 2,496,665 / | i i 436,304 / | i i 1,872,611 / | i i 436,304 / | ||||||||||||
| Weight average number of common shares outstanding: basic | i 2,496,665 | i 436,304 | i 1,872,611 | i 436,304 | ||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 6 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net loss | $ | ( i 8,853,248 | ) | ( i 3,364,449 | ) | ( i 58,704,388 | ) | ( i 4,374,839 | ) | |||||||
| Foreign currency translation – unrealized gain (loss) | i 86,267 | - | i 137,632 | - | ||||||||||||
| Comprehensive loss | ( i 8,766,981 | ) | ( i 3,364,449 | ) | ( i 58,566,756 | ) | ( i 4,374,839 | ) | ||||||||
| 7 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Shares | Amount | Capital | Interest | Deficit | Income | Total | ||||||||||||||||||||||
| Common Stock | Additional Paid in | Non controlling | Retained
Earnings (Accumulated) | Accumulated Other | ||||||||||||||||||||||||
| Shares | Amount | Capital | Interest | Deficit | Income | Total | ||||||||||||||||||||||
| Balance, January 1, 2022 | i 10,000 | $ | i 10 | $ | ( i 10 | ) | $ | ( i 128,860 | ) | $ | i 2,300,212 | - | $ | i 2,171,352 | ||||||||||||||
| Net loss | - | - | - | ( i 126,754 | ) | ( i 1,010,390 | ) | - | ( i 1,137,144 | ) | ||||||||||||||||||
| Balance, March 31, 2022 | i 10,000 | $ | i 10 | $ | ( i 10 | ) | $ | ( i 255,614 | ) | $ | i 1,289,822 | $ | $ | i 1,034,208 | ||||||||||||||
| Issuance of common stock to investors | i 1,500,000 | i 1,500 | i 11,998,500 | - | - | - | i 12,000,000 | |||||||||||||||||||||
| Exercise of warrants | i 1,499,923 | i 1,500 | ( i 500 | ) | - | - | - | i 1,000 | ||||||||||||||||||||
| Issuance of common stock t shareholders upon distribution from Vinco Ventures, Inc. | i 18,805,243 | i 18,805 | ( i 18,805 | ) | - | - | - | - | ||||||||||||||||||||
| Issuance of warrants to noteholders and placement agent | - | - | i 3,905,548 | - | - | - | i 3,905,548 | |||||||||||||||||||||
| Offering costs | - | - | ( i 960,000 | ) | - | - | - | ( i 960,000 | ) | |||||||||||||||||||
| Share-based compensation | - | - | i 609,000 | - | - | - | i 609,000 | |||||||||||||||||||||
| Net loss | - | - | - | ( i 92,308 | ) | ( i 3,364,449 | ) | - | ( i 3,456,757 | ) | ||||||||||||||||||
| Balance, June 30, 2022 | 21,815,166 | $ | i 21,815 | $ | i 15,533,733 | $ | ( i 347,922 | ) | $ | ( i 2,074,627 | ) | $ | $ | i 13,132,999 | ||||||||||||||
| Balance, January 1, 2023 | i 633,364 | i 633 | i 50,617,631 | ( i 316,509 | ) | ( i 44,958,199 | ) | i 467,668 | i 5,811,224 | |||||||||||||||||||
| Issuance of common stock to note holders | i 774,333 | i 774 | i 7,742,559 | - | - | - | i 7,743,333 | |||||||||||||||||||||
| Exercise of warrants | i 366,622 | i 367 | i 14,233 | - | - | - | i 14,600 | |||||||||||||||||||||
| Issuance of common stock to employees and directors | i 23,250 | i 23 | ( i 23 | ) | - | - | - | - | ||||||||||||||||||||
| Issuance of warrants | - | - | i 47,876,820 | - | - | - | i 47,876,820 | |||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | i 51,365 | i 51,365 | |||||||||||||||||||||
| Net loss | - | - | - | - | ( i 49,851,140 | ) | - | ( i 49,851,140 | ) | |||||||||||||||||||
| Balance, March 31, 2023 | i 1,797,570 | $ | i 1,797 | $ | i 106,251,220 | $ | ( i 316,509 | ) | $ | ( i 94,809,339 | ) | i 519,033 | $ | i 11,646,202 | ||||||||||||||
| Issuance of common stock to investors | i 95,298 | i 95 | ( i 95 | ) | - | - | - | - | ||||||||||||||||||||
| Exercise of warrants | i 1,028,810 | i 1,030 | ( i 829 | ) | - | - | - | i 201 | ||||||||||||||||||||
| Share-based compensation | - | - | i 189,000 | - | - | - | i 189,000 | |||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | i 86,267 | i 86,267 | |||||||||||||||||||||
| Issuance of warrants | - | - | i 3,387,604 | - | - | - | i 3,387,604 | |||||||||||||||||||||
| Net loss | - | - | - | - | ( i 8,853,248 | ) | - | ( i 8,853,248 | ) | |||||||||||||||||||
| Balance, June 30, 2023 | i 2,921,678 | $ | i 2,922 | $ | i 109,826,900 | $ | ( i 316,509 | ) | $ | ( i 103,662,587 | ) | i 605,300 | $ | i 6,456,026 | ||||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 8 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| June 30, 2023 | June 30, 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( i 58,704,388 | ) | $ | ( i 4,593,901 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | i 1,259,738 | i 118,384 | ||||||
| Impairment | i 292,748 | - | ||||||
| Amortization of debt issuance costs | i 3,992,457 | - | ||||||
| Loss on issuance of warrants | i 46,928,815 | - | ||||||
| Share-based compensation | i 189,000 | i 609,000 | ||||||
| Provision for bad debts | i 608,356 | i 46,705 | ||||||
| Gain on sale of assets | i 5,897 | - | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( i 1,154,119 | ) | ( i 271,226 | ) | ||||
| Inventories | ( i 2,868,508 | ) | ( i 39,425 | ) | ||||
| Prepaid expenses and other current assets | i 888,594 | i 1,859,439 | ||||||
| Accounts payable | i 206,205 | i 291,175 | ||||||
| Accrued expenses and other current liabilities | i 2,682,847 | ( i 3,914,330 | ) | |||||
| Net cash used in operating activities | ( i 5,672,358 | ) | ( i 5,894,179 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( i 114,027 | ) | ( i 52,599 | ) | ||||
| Purchases of developed technology | ( i 159,251 | ) | - | |||||
| Proceeds from sale of property and equipment | i 181,000 | - | ||||||
| Net cash used in investing activities | ( i 92,278 | ) | ( i 52,599 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net borrowings under lines of credit | i 2,175,000 | - | ||||||
| Net proceeds from issuance of common stock | i 14,799 | i 12,001,000 | ||||||
| Net borrowings under convertible notes | i 3,150,000 | i 30,000,000 | ||||||
| Due to Former Parent | - | i 3,028,154 | ||||||
| Fees paid for financing costs | ( i 664,389 | ) | - | |||||
| Repayments under convertible notes payable – related parties | ( i 116,300 | ) | - | |||||
| Repayments under notes payable | - | ( i 27,644 | ) | |||||
| Net cash provided by financing activities | i 4,559,110 | i 45,001,510 | ||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | ( i 1,205,526 | ) | i 39,054,732 | |||||
| Cash and cash equivalents and restricted cash, beginning of the year | i 5,580,431 | i 911,194 | ||||||
| Cash and cash equivalents and restricted cash, end of the period | $ | i 4,374,905 | $ | i 39,965,926 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | i 203 | ||||
| Cash paid for income taxes | $ | - | $ | i 147,000 | ||||
| Right of use assets | $ | - | $ | i 98,736 | ||||
| Operating lease liabilities | $ | - | $ | i 98,736 | ||||
| Convertible shares under notes payable | $ | i 7,743,333 | $ | - | ||||
| Issuance of warrants to noteholders and placement agent | $ | i 4,335,611 | $ | i 3,905,458 | ||||
| Original issue discount | $ | i 555,000 | $ | i 3,333,333 | ||||
| Accrued placement agent fees for equity placement | $ | i 960,000 | $ | i 960,000 | ||||
| Accrued placement agent fees for debt placement | $ | - | $ | i 560,000 | ||||
| Issuance of common stock upon the distribution from Vinco Ventures, Inc. | $ | - | $ | i 18,805 | ||||
See the accompanying notes to the condensed consolidated financial statements.
| 9 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
i
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc. and subsidiaries and/or where applicable, its management, a Delaware corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada. On March 9, 2022, the company converted to a Delaware corporation pursuant to a plan of conversion entered into with its former parent, Vinco Ventures, Inc. (“Vinco” or “Former Parent”). The company operates in three main businesses: Forever 8 Inventory Cash Flow Solution, Web3 Business, and Packaging Business. Forever 8 Fund LLC (“Forever 8”), which focuses on purchasing inventory for e-commerce retailers, was acquired by the company on October 1, 2022, and is part of its Inventory Solution Business. The company previously sold BTC mining equipment and developed an NFT character set under its Web3 Business but has no intention of continuing this business at this time. The Packaging Business manufactures and sells custom packaging for a wide variety of products and helps customers generate brand awareness and promote brand image through packaging. Prior to the Separation (as defined below), the Company was i 100% owned by Vinco.
As of June 30, 2023, Eightco had three wholly-owned subsidiaries: Forever 8, Ferguson Containers, Inc. (“Ferguson Containers”) and BlockHiro, LLC. Ferguson Containers owns i 100% of 8co Holdings Shared Services, LLC. Eightco owns i 51% of CW Machines, LLC which is consolidated under the voting interest entity model. Under the voting interest entity model, control is presumed by the holder of a majority voting interest unless noncontrolling shareholders have substantive participating rights. Forever 8 owns i 100% of Forever 8 UK, Ltd and Forever 8 Fund EU Holdings BV.
During 2021, the Former Parent announced it plans to spin-off (the “Separation”) certain of its businesses. The Former Parent has included Ferguson Containers as well as other subsidiaries of the Former Parent (the “Eightco Businesses”) as part of the spin-off. In anticipation of the Separation, the Former Parent contributed its assets and legal entities comprising the Eightco Businesses to facilitate the Separation. As a result of the Separation, the Company has become an independent, publicly traded company comprised of the Eightco Businesses on June 30, 2022.
On March 29, 2022, Ferguson Containers ownership was assigned by the Former Parent to the Company. This transaction between entities under common control resulted in a change in reporting entity and required retrospective combination of the entities for all periods presented, as if the combination had been in effect since the inception of common control. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiaries at historical carrying values, except that equity reflects the equity of Eightco.
Liquidity Uncertainties.
As of June 30, 2023, the Company had approximately $4.3 million in cash and cash equivalents as compared to $ i 5.6 million at December 31, 2022. The Company expects that its current cash and cash equivalents, approximately $ i 2.4 million as of the date of this quarterly report, will be sufficient to support its projected operating requirements for at least the next 12 months from this date.
The Company expects to need additional capital in order to increase revenues above current levels. Any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders, and debt financing, if available, may involve restrictive covenants. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will likely have a materially adverse effect on our business, financial condition and results of operations.
Basis of Presentation.
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2023 may not be indicative of results for the full year. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2023.
The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements.
| 10 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
i
Reverse Stock Split: On April 3, 2023, 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 i 1-for-50 reverse stock split of the shares of the Company’s common stock, par value $ 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. 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. All share, equity award, and per share amounts contained in the Consolidated Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods presented.
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Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The Company’s significant estimates used in these consolidated financial statements include, but are not limited to, fair value of warrants, revenue recognition and the determination of the economic useful life of depreciable property and equipment. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.
i
Business Combinations. For business combinations that meet the accounting definition of a business, the Company determines and allocates the purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed, and noncontrolling interest, if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future. Revenues and costs of the acquired companies are included in the Company’s operating results from the date of acquisition. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, and these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period not to exceed one year from the acquisition date. As a result, any adjustment identified subsequent to the measurement period is included in operating results in the period in which the amount is determined (See Note 3 – “Acquisitions”).
i
Cash and Cash Equivalents. The Company considers all highly liquid, short-term investments with original maturities of six months or less when purchased to be cash equivalents.
i
Restricted Cash. The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its January 2022 Note. See Note 14 – “Convertible Notes Payable” for further discussion.
i
Accounts Receivable. Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. Management estimates the allowance for bad debts based on existing economic conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. The allowance for doubtful account was $ i i 46,705 / as of June 30, 2023 and December 31, 2022, respectively. There were two customers who represented i 35% and i 12% of total accounts receivable as of June 30, 2023.
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Inventories. Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors.
i
Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets, as follows: i 3 to i 5 years for office equipment, i 5 to i 7 years for furniture and fixtures, i 6 to i 10 years for machinery and equipment, i 10 to i 15 years for building improvements, i 5 years for software, i 5 years for molds, i 5 to i 7 years for vehicles and i 40 years for buildings. When fixed assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statements of comprehensive loss for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives.
| 11 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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Intangible Assets and Long-lived Assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets using undiscounted cash flows. If an asset is found to be impaired, the amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. We record intangible assets based on their fair value on the date of acquisition. Intangible assets include the cost of developed technology, customer relationships, trademarks and tradenames. Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives, as follows: 10 years for developed technology, 7 years for customer relationships and 7 years for trademarks and tradenames. The Company reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to an asset, an impairment loss equal to the remaining carrying value of the asset is recorded. The Company did not record any impairment charges related to intangibles assets during the six months ended June 30, 2023 and 2022, respectively. The Company recorded impairment charges related to long-lived assets of $ i 292,748 and $0 during the six months ended June 30, 2023 and 2022, respectively.
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Goodwill. Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired. The Company performs an impairment assessment of goodwill on an annual basis as of December 31st, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business. The Company may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, the Company assesses various factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of the qualitative assessment indicate that it is more likely than not that the goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. The Company may also elect to perform a quantitative analysis of goodwill initially rather than using a qualitative approach. The impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, requires our management to make certain assumptions and estimates regarding certain industry trends and future profitability of the Company’s reporting units. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation of goodwill is affected by, among other things, the Company’s business plan for the future and estimated results of future operations. Future events could cause the Company to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired.
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Contingent Liabilities. The Company, from time to time, may be involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company’s analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its condensed consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the condensed consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided.
| 12 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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Revenue Recognition. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for fulfilling those performance obligations. Revenue for product sales is recognized upon receipt by the customer. There are no contract assets or contract liabilities and therefore no unsatisfied performance obligations. One customer represented i 78% of total revenues for the six months ended June 30, 2023.
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Disaggregation of Revenue. The Company’s primary revenue streams include the sale of consumer goods through our inventory management solutions business, the sale of corrugated packaging materials and the sale of mining equipment. There are no other material operations that were separately disaggregated for segment purposes.
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Cost of Revenues. Cost of revenues includes freight charges, purchasing and receiving costs, depreciation and inspection costs.
i
Comprehensive income. The Company follows Accounting Standards Codification (“ASC”) 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. The Company’s only component of comprehensive income (loss) for the years ended December 31, 2022 and 2021 was foreign currency translation adjustments.
Foreign Currency Transactions and Translation. Eightco’s functional currency is the United States Dollar (“USD”) and the Forever 8 functional currency in which it operates is the Euro (“EUR”).
For the purpose of presenting these consolidated financial statements the reporting currency is USD. Forever 8 assets and liabilities are expressed in USDs at the exchange rate on the balance sheet date, equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ equity section of the balance sheets.
Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in statement of comprehensive loss.
Exchange rate used for the translation as follows:
USD to EUR – 1 USD to .9174 EUR’s.
USD to GBP – 1 USD to .7937 GBP’s.
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| 13 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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Deferred Financing Costs. Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct deduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the straight-line method over the term of the recognized debt liability which approximates the effective interest method.
i
Income Taxes. The Company accounts for income taxes under the provisions of the FASB ASC Topic 740 “Income Taxes” (“ASC Topic 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s condensed consolidated financial statements as of June 30, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of comprehensive income. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
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Fair Value Measurements. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)
The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable and other current liabilities approximate fair values due to the short-term nature of these instruments. The Company’s long-term debt consists of $ i 38,963,700. The estimated fair value of this debt approximates the carrying value of these instruments, due to the interest rates on this debt approximating current market interest rates.
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Concentration of Credit Risks. Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. Cash and cash equivalents are invested in deposits with certain financial institutions and may, at times, exceed federally insured limits. The Company has not experienced any significant losses on its deposits of cash and cash equivalents. In regard to trade receivables, the Company performs ongoing evaluations of its customers’ financial condition as well as general economic conditions and, generally, requires no collateral from its customers. On June 30, 2023, amount due from one customer totaled approximately i 17% of accounts receivable.
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Leases. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Company has adopted ASU 2016-02 as of January 1, 2022. The adoption of the standard did not have a material impact on the balance sheet. As of April 26, 2022, the date the Company assumed the lease (Note 18), the operating lease right of use asset and operating lease liability amounted to $ i 98,736 with no cumulative-effect adjustment.
| 14 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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Recent Accounting Pronouncements. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are to be based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. Different components of the guidance require modified retrospective or prospective adoption.
In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard. Instead, entities would need to apply other U.S. GAAP, namely Topic 842 (Leases), to account for changes in the collectability assessment for operating leases. Other than operating lease receivables, Partnership trade receivables include receivables from finance leases and equipment sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that finance lease receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. Trade receivables derived from equipment sales are of short duration and there is not a material difference between incurred losses and expected losses.
In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December 15, 2022. The Company adopted this new guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact on the Company’s financial statements and related disclosures
Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
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Segment Reporting. The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company’s primary revenue streams include the sale of consumer goods through our inventory management solutions business, which includes the sale of mining equipment, and the sale of corrugated packaging materials. There are no other material operations that were separately disaggregated for segment purposes.
| 15 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
/ i
Effective October 1, 2022, the Company acquired i 100% of the issued and outstanding membership interests of Forever 8.
Pursuant to the Purchase Agreement, the Sellers received consideration consisting of (i) an aggregate of i 215,000 non-voting preferred membership units of Forever 8 (the “Initial Base Preferred Units”), subject to adjustments discussed below, (ii) convertible promissory notes in an aggregate principal amount of $ i 27.5 million (the “Promissory Notes”), and (iii) the right to receive potential earnout amounts as discussed below. The following table summarizes the aggregate preliminary purchase price consideration paid to acquire Forever 8:
i
SCHEDULE OF PRELIMINARY PURCHASE PRICE CONSIDERATION PAID
| October 1, | ||||
| 2022 | ||||
| i 215,000 non-voting preferred membership units of Forever 8 | $ | i 7,300,000 | ||
| Convertible promissory notes in an aggregate principal amount of $ i 27.5 million | i 24,500,000 | |||
| Contingent consideration | i 6,100,000 | |||
| Total purchase price | $ | i 37,900,000 | ||
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The Company believes that this combination will further strengthen its future growth opportunities. The Company accounted for this acquisition as a business combination under the acquisition method of accounting. The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition:
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| October 1, | ||||
| 2022 | ||||
| Cash and cash equivalents | $ | i 732,716 | ||
| Accounts receivable, net | i 561,569 | |||
| Inventories | i 7,464,823 | |||
| Prepaid expenses and other assets | i 116,857 | |||
| Property and equipment | i 2,146 | |||
| Intangible assets | i 19,000,000 | |||
| Goodwill | i 22,324,588 | |||
| Total assets acquired | i 50,202,699 | |||
| Accounts payable and accrued expenses | i 10,452,699 | |||
| Debt | i 1,850,000 | |||
| Earnout | - | |||
| Total liabilities assumed | i 12,302,699 | |||
| Total | $ | i 37,900,000 | ||
The Company anticipates the goodwill will be tax deductible.
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Accounts receivable consist of the following at June 30, 2023 and December 31, 2022:
SCHEDULE OF ACCOUNTS RECEIVABLE
| 2023 | 2022 | |||||||
| Trade accounts receivable | $ | i 2,417,671 | $ | i 1,871,908 | ||||
| Less: allowance for doubtful accounts | ( i 608,356 | ) | ( i 608,356 | ) | ||||
| Total accounts receivable | $ | i 1,809,315 | $ | i 1,263,552 | ||||
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Inventories consist of the following at June 30, 2023 and December 31, 2022:
| 2023 | 2022 | |||||||
| Raw materials | $ | i 28,904 | $ | i 27,922 | ||||
| Finished goods | i 8,179,239 | i 4,474,081 | ||||||
| Reserve for obsolescence | ( i 700,000 | ) | - | |||||
| Total inventories | $ | i 7,508,143 | $ | i 4,502,003 | ||||
| 16 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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6. PREPAID EXPENSES AND OTHER CURRENT ASSETS
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Other current assets consist of the following at June 30, 2023 and December 31, 2022:
SCHEDULE OF PREPAID EXPENSES OTHER CURRENT ASSETS
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7. LOAN HELD-FOR-INVESTMENT, RELATED PARTY
Loan held-for-investment, related party, represents a senior secured promissory note (the “Wattum Note”) from Wattum Management Inc., a non-controlling member of CW Machines, LLC, a related party. The Wattum Note bears interest of i 5% per annum and matures on i October 12, 2026 with the entire outstanding principal and accrued interest due at maturity date. The Wattum Note is secured by assets of Wattum Management, Inc. At June 30, 2023 and December 31, 2022, the principal amount of the loan held for investment was $ i i 2,224,252 / .
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8. PROPERTY AND EQUIPMENT, NET
i
Property and equipment consist of the following at June 30, 2023 and December 31, 2022:
SCHEDULE OF PROPERTY AND EQUIPMENT
/
Depreciation and amortization expense was $ i 49,495 and $ i 59,192 for the three months ended June 30, 2023 and 2022, respectively, and $ i 98,992 and $ i 118,384 for the six months ended June 30, 2023 and June 30, 2022, respectively.
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Intangible assets consist of the following at June 30, 2023 and December 31, 2022:
/
Amortization expense was $ i 582,138 and $ i 0 for the three months ended June 30, 2023 and 2022, respectively, and $ i 1,160,746 and $ i 0 for the six months ended June 30, 2023 and June 30, 2022, respectively.
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Amortization expense for the next five years is as follows:
SCHEDULE OF AMORTIZATION FUTURE ROLLING MATURITY
| For the years ending December 31, | ||||
| 2023 (excluding the six months ended June 30, 2023) | $ | i 1,157,216 | ||
| 2024 | i 2,314,431 | |||
| 2025 | i 2,314,431 | |||
| 2026 | i 2,314,431 | |||
| 2027 | i 2,314,431 | |||
| Thereafter | i 7,163,551 | |||
| Total | $ | i 17,578,491 | ||
| 17 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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The changes in the carrying amount of goodwill for the period from January 1, 2023 through June 30, 2023 consisted of the following:
| Balance, January 1, 2023 | $ | i 22,324,588 | ||
| Additions and adjustments | - | |||
| Balance, June 30, 2023 | $ | i 22,324,588 |
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11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
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Accrued expenses and other current liabilities consist of the following at June 30, 2023 and December 31, 2022:
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
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12. DUE TO AND FROM FORMER PARENT
As of June 30, 2023 and December 31, 2022, due to Former Parent consists of net amounts due to Vinco related to management fees and borrowings for working capital and financing needs of Eightco as well as other operating expenses that were paid for on behalf of one to the other. As of June 30, 2023 and December 31, 2022, the net amount due to Former Parent was $ i i 7,226,700 / .
/ i
i
Principal due under the lines of credit was as follows at June 30, 2023 and December 31, 2022:
| 2023 | 2022 | |||||||
| Lines of credit, i i 15 / %, 6/30/24 | $ | i 1,750,000 | $ | i 1,175,000 | ||||
| Lines of credit – related parties, 15%, 6/30/24 | i 2,275,000 | i 675,000 | ||||||
| Lines of credit, net | $ | i 4,025,000 | $ | i 1,850,000 | ||||
The lines of credit mature on June 30, 2024 with an extension available until September 30, 2024 at the Company’s option.
Interest expense under lines of credit was $ i 102,479 and $ i 0 for the three months ended June 30, 2023 and 2022, respectively, $ i 171,854 and $ i 0 for the six months ended June 30, 2023 and 2022, respectively.
/ i
i
Principal due under the convertible note payable was as follows at June 30, 2023 and December 31, 2022:
SCHEDULE OF CONVERTIBLE NOTE PAYABLE
/
Interest expense under the convertible notes payable was $ i 1,698,999 and $ i 0, of which $ i 1,698,999 and $ i 0 was related to amortization of the debt discount, for the three months ended June 30, 2023 and 2022, respectively, and $ i 3,492,457 and $ i 0, of which $ i 3,492,457 and $ i 0 was related to amortization of the debt discount, for the six months ended June 30, 2023 and 2022, respectively.
| 18 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
14. CONVERTIBLE NOTES PAYABLE (continued)
March 2023 Offering
On March 15, 2023, Eightco entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hudson Bay (the “Investor”) for the issuance and sale of a Senior Secured Convertible Note with an initial principal amount of $ i 5,555,000 (the “Note”) at a conversion price of $ i 6.245 per share of Common Stock, and a warrant (the “Warrant”) to purchase up to i 889,512 shares of Common Stock with an initial exercise price of $ i 6.245 per share of Common Stock (the “Private Placement”). The purchase price of the Note was $ i 5,000,000 with an original issue discount of $ i 555,000.
In connection with the Private Placement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), a Security and Pledge Agreement (the “Pledge Agreement”), and various ancillary certificates, disclosure schedules and exhibits in support thereof prior to the closing of the Securities Purchase Agreement.
Securities Purchase Agreement
The Securities Purchase Agreement provides for the purchase by the Investor and the sale by the Company of the Note and the Warrant. The Securities Purchase Agreement contains representations and warranties of the Company and the Investor that are typical for transactions of this type. The representations and warranties made by the Company in the Securities Purchase Agreement are qualified by reference to certain exceptions contained in disclosure schedules delivered to the Investor. Accordingly, the representations and warranties contained in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those disclosure schedules and the documentation surrounding the transaction as a whole.
The Securities Purchase Agreement closed upon the satisfaction of certain conditions of the Investor and the Company that are typical for transactions of this type, as well certain other condition including the following:
| ● | the Company delivered to the Investor a lock up agreement (the “Lock-Up Agreement”), executed by each of the parties identified in the Securities Purchase Agreement; | |
| ● | the Company received stockholder approval of a resolution to increase the amount of authorized shares of the Company, and filed with the Delaware Secretary of State a Certificate of Amendment to the Company’s Certificate of Incorporation causing the increase in the amount of authorized shares of the Company; and | |
| ● | the Company, the Investor and the certain creditors of the Company amended that certain Subordination Agreement, dated as of September 13, 2022, by and among the Company, the Investor and certain persons identified in that Subordination Agreement (the “Subordination Agreement Amendment”). |
The Securities Purchase Agreement also obligates the Company to indemnify the Investor for certain losses resulting from (1) any misrepresentation or breach of any representation or warranty made by the Company or any subsidiary of the Company, (2) any breach of any obligation of the Company or, any subsidiary of the Company, of the Securities Purchase Agreement or any agreements and instruments entered into or connection with the Securities Purchase Agreement and (3) certain third party claims.
Senior Secured Convertible Note
The Company issued the Note upon the closing. The entire outstanding principal balance and any outstanding fees or interest is due and payable in full on January 15, 2024 (“Maturity Date”). The Note does not bear interest, provided, however, that the Note will bear interest at 18% per annum upon the occurrence of an event of default (as described below).
The Maturity Date may be extended at the sole option of the Investor for so long as certain events of default is continuing or for so long as an event is continuing that if not cured and with the passage of time would result in an event of default.
The Note is convertible at the option of the Investor into shares of Common Stock at a conversion price of $ i 6.245 per share, subject to adjustment for stock splits, combinations or similar events (each a “Stock Combination Event”). If on the on the fifth trading day immediately following a Stock Combination Event, the conversion price then in effect on such fifth trading day (after giving effect to a proportional adjustment of the conversion price), is greater than the lowest weighted average price of the Common Stock during the twenty consecutive trading day period ending and including the trading day immediately preceding the fifth trading day after such Stock Combination Event (the “Event Market Price”), then the conversion price shall be adjusted to the Event Market Price.
i The Note contains certain limitations on conversion. It provides that no conversion may be made if, after giving effect to the conversion, the Investor would own in excess of 9.99% of the Company’s outstanding shares of Common Stock. This percentage may be increased or decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61-days’ prior notice to the Company.
| 19 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
14. CONVERTIBLE NOTES PAYABLE (continued)
The conversion price of the Note will be subject to adjustments for stock splits, combinations or similar events. In addition, the conversion price of the Note will also subject to anti-dilution adjustment which, subject to specified exceptions, in the event that the Company issues or is deemed to have issued certain securities at a price lower than the then applicable conversion price, immediately reduces the conversion price of the Note to equal the price at which the Company issues or is deemed to have issued its Common Stock.
The Note imposes penalties on the Company for any failure to timely deliver any shares of its Common Stock issuable upon conversion.
The Note contains events of default that are typical for transactions of this type, as well as the following events:
| ● | the failure of any registration statement required by the Registration Rights Agreement to be filed within five trading days after the date required by the Registration Rights Agreement or the failure of any such registration statement to become effective within five trading days after the date required by the Registration Rights Agreement; | |
| ● | the lapse or unavailability of any registration statement required by the Registration Rights Agreement for more than 5 consecutive trading days or more than an aggregate of 10 trading days in any 365-day period (other than certain allowable grace periods); | |
| ● | the suspension from trading or failure of the Common Stock to be listed for trading on an eligible market for more than 2 consecutive trading days or more than an aggregate of 5 trading days in any 365-day period; | |
| ● | the failure of the Company to issue shares upon conversion of the Note for more than 2 trading days after the relevant conversion date or a notice of the Company’s intention not to comply with a request for conversion; | |
| ● | the failure for 2 consecutive trading days to have reserved for issuance 250% of the full number of shares issuable upon conversion in accordance to the terms of the Note; | |
| ● | the failure for 2 trading days to pay the Investor principal, interest, late charges or other amounts when and as due under the Note; | |
| ● | the occurrence of any default under, redemption of or acceleration prior to maturity of any indebtedness of the Company or a subsidiary; | |
| ● | the invalidity of any material provision of the Security Documents (defined below) or if the enforceability of validity of any material provision of the Security Documents is contested by the Company; | |
| ● | the failure of the Security Documents to perfect or maintain the Investor’s first priority security interest; and | |
| ● | the failure to comply with certain covenants of the Note. |
If there is an event of default, then the Investor has the right to request redemption of all or any portion of the Note, at i 130% of the sum of the outstanding principal, interest and late fees to be redeemed, provided that if certain conditions specified in the Note are not satisfied, then the Investor has the right to request redemption of all or any portion of the Note, at i 130% of the greater of (i) the sum of the outstanding principal, interest and late fees to be redeemed and (ii) the product of (a) the number of shares into which the Note (including all principal, interest and late fees) subject to redemption may be converted and (b) the greatest closing sale price for the Common Stock beginning on the date immediately preceding the event of default and ending on the date the Company makes the entire payment required to be made upon the redemption provided, however, that if no Cash Release Event (as defined in the Note) has occurred on or prior to the applicable of default redemption date, the principal amount used in calculating the applicable event of default redemption price on such event of default redemption date shall be decreased by the holder’s pro rata portion.
The Note prohibits the Company from entering into certain transactions involving a change of control, unless the successor entity assumes in writing all of the obligations of the Company under the Note and the other transaction documents. In the event of such a transaction, the Investor will have the right to request redemption of the Note, at Redemption Variable Premium (as defined in the Note) of the greater of (i) of the sum of the amount of principal, interest and late fees to be redeemed; and (ii) the product of (x) the sum of the amount of principal, interest and late fees to be redeemed and (y) the quotient determined by dividing (1) the greatest closing sale price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (A) the consummation of the applicable change of control and (B) the public announcement of such change of control and ending on the date the Note Investor delivers a change of control redemption notice, by (2) the Conversion Price; or; (iii) Redemption Variable Premium of the product of (x) the number of shares into which the Note (including all principal, interest and late fees) subject to such redemption may be converted multiplied by (y) the greatest closing sale price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the change of control and (y) the public announcement of such change of control and ending on the date the Investor delivers the change of control redemption notice; provided, however, that if no Cash Release Event has occurred on or prior to the applicable change of control redemption date, the principal amount used in calculating the applicable change of control redemption price on such change of control.
| 20 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
14. CONVERTIBLE NOTES PAYABLE (continued)
If the Company issues options, convertible securities, warrants, stock, or similar securities to holders of its Common Stock, the holder of the Note shall have the right to acquire the same as if it had converted its Note.
The Investor is entitled to receive any dividends paid or distributions made to the holders of the Common Stock on an “as if converted” to Common Stock basis.
The Note contains a variety of covenants on the part of Company that are typical for transactions of this type, as well as the following covenants:
| ● | the Note ranks senior to all other indebtedness of the Company, except that certain permitted indebtedness ranks pari passu with the Note; | |
| ● | the Company will not incur other indebtedness, except for certain permitted indebtedness; | |
| ● | the Company will not incur any liens, except for certain permitted liens; | |
| ● | the Company will not, directly or indirectly, redeem or repay all or any portion of any permitted indebtedness if at the time such payment is due or is made or, after giving effect to such payment, an event constituting, or that with the passage of time and without being cured would constitute, an event of default has occurred and is continuing; and | |
| ● | the Company will not redeem, repurchase or pay any dividend or distribution on its Common Stock or any other capital stock. |
On March 23, 2023, the warrants issued were classified as equity with an initial grant date fair value of $ i 4,532,673, of which $ i 4,335,611 was recorded as a deferred debt discount, $ i 197,061 of the excess fair value was immediately expensed as loss on issuance of warrants. The Company also incurred $ i 664,389 of issuance expenses which were recorded as deferred debt discount. The fair value of the warrants was computed on the grant date using a per share price of $per share. The fair value was estimated using the Black Scholes option pricing models with the following assumptions:
i /
On April 5, 2023, the warrants issued under the March 2023 Offering were adjusted under the terms and conditions to a strike price of $ i 2.01 due to the reverse stock split. The adjustment resulted in a fair value of $ i 3,387,604, of which $ i 3,387,604 was immediately expensed as loss on issuance of warrants. The fair value was estimated using the Black Scholes option pricing models with the following assumptions:
January 2022 Offering
On January 26, 2022, the Company, entered into a Securities Purchase Agreement (the “Note Securities Purchase Agreement”) with an accredited investor (the “Note Investor”) for the issuance and sale of a Senior Convertible Note with an initial principal amount of $ i 33,333,333 (the “January 2022 Note”) at a conversion price of $ i 10.00 per share of Eightco’s Common Stock with a purchase amount of $ i 30,000,000 and an original issue discount of $ i 3,333,333, a warrant (the “January 2022 Warrant”) to purchase up to i 66,667 shares of Common Stock with an initial exercise price of $ i 10.00 per share of Common Stock (the “Note Private Placement”). In addition, the Company issued a warrant to the placement agent to purchase up to i 1,067 shares of Common Stock with an initial exercise price of $ i 10.00 per share of Common Stock. The warrants vest immediately, expiring on i May 16, 2027 and had an estimated fair value of $ i 3,905,548. The Company recorded a debt discount of $ i 7,798,881 which consists of the original issue discount of $ i 3,333,333, the fair value of the warrants of $ i 3,905,548 and placement agent fees of $ i 560,000. The discount will be amortized over the term of the convertible note payable. The entire outstanding principal balance and any outstanding fees or interest shall be due and payable in full on the third anniversary of the date the note is issued, May 5, 2022. The January 2022 Note does not bear interest, provided, however, that the Note will bear interest at i 18% per annum upon the occurrence of an event of default. Eightco and the Note Investor closed the transaction contemplated by the Note Securities Purchase Agreement on May 5, 2022. In connection with the Note Private Placement, the Company also entered into a Registration Rights Agreement (the “January 2022 Registration Rights Agreement”) with the Note Investor, and, upon the closing, entered into a Security Agreement, a Pledge Agreement and various ancillary certificates, disclosure schedules and exhibits in support thereof prior to the closing of the Note Securities Purchase Agreement.
On July 28, 2022, the Company entered into an Amendment Agreement (the “July 2022 Amendment Agreement”) with the Note Investor to amend the Note Securities Purchase Agreement, the January 2022 Note, and that certain January 2022 Registration Rights Agreement.
Pursuant to the July 2022 Amendment Agreement, the Company released an aggregate of $ i 29,000,000 (the “Released Funds”) from the restricted funds account maintained in accordance with the Note Securities Purchase Agreement (the “Restricted Funds Account”) and, going forward, must deposit 50% of any Warrant Exercise Cash (as defined in the July 2022 Amendment Agreement) into the Restricted Funds Account. As required by the July 2022 Amendment Agreement, the Company used $ i 22,000,000 of the Released Funds to repurchase from the Investor $ i 22,000,000 of the principal of the January 2022 Note. Pursuant to the July 2022 Amendment Agreement, the conversion price of the balance of the January 2022 Note that remains was voluntarily adjusted to $ i 1.06 (the “Adjustment”). i The July 2022 Amendment Agreement also amended the January 2022 Registration Rights Agreement. to require the Company to register (i) the number of shares of common stock equal to 200% of the shares issuable upon conversion of the January 2022 Note and (ii) the number of shares of common stock equal to 200% of the shares issuable upon exercise of the warrant issued under the Note Securities Purchase Agreement, assuming all cash has been released from the Restricted Funds Account and the number of shares of common stock issuable upon exercise of the January 2022 Warrant issued under the Note Securities Purchase Agreement has been adjusted in accordance with Section 3(c) of the warrant. The July 2022 Amendment Agreement requires the Company to register additional shares of its common stock underlying the January 2022 Note. Accordingly, the Company filed a registration statement on Form S-1 dated August 12, 2022 (the “August S-1”) with the Securities and Exchange Commission. The August S-1 includes shares of the Company’s common stock issuable upon the conversion of the January 2022 Note as a result of the Adjustment.
| 21 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
14. CONVERTIBLE NOTE PAYABLE (continued)
As a result of the Adjustment, the exercise price of (i) warrants to purchase up to i 15,467 shares of the Company’s Common Stock held by Palladium Capital Group, LLC, (ii) warrants to purchase up to i 66,667 shares of the Company’s Common Stock held by the Note Investor, and (iii) warrants to purchase up to i 30,000 shares of the Company’s Common Stock held by BHP Capital NY, Inc. was adjusted to $ i 1.06 per share of the Company’s Common Stock.
The July 2022 Amendment Agreement amends the January 2022 Note to permit the Company to enter into technology license agreements which obligate the Company to make cash payments of up to $ i 10,000,000 (the “Cash Payment”) and Common Stock issuances of up to restricted shares, provided (i) the Cash Payments are not due until at least two years after the signing of such license agreements, and (ii) the Company must enter into an intercreditor agreement in connection with each license agreement. The July 2022 Amendment Agreement also amends the January 2022 Note to increase the permitted amount of a lien on indebtedness of the Company from $ i 500,000 to $ i 10,000,000.
The July 2022 Amendment Agreement grants the holder of the January 2022 Note the right, at any time after December 27, 2023, to force the Company to redeem all or any portion of the outstanding principal, interest or penalties on the January 2022 Note.
The parties also amended the Company’s carve out to its financing standstill as set forth in the July 2022 Amendment Agreement.
On September 14, 2022, the Company and the Note Investor entered into a waiver (the “Waiver”) to permit, subject to the terms and conditions set forth therein, the entry into a purchase agreement for Forever 8. Pursuant to the Waiver, the conversion price and exercise price of the January 2022 Note and the January 2022 Warrants, respectively, were voluntarily and irrevocably adjusted to equal $ i 50.00, subject to further adjustment as set forth therein. As a result of the price adjustment feature, the number of shares of the Company’s common stock issuable upon exercise of the January 2022 Warrants and conversion of the January 2022 Notes was increased upon the acquisition of Forever 8 on October 1, 2022.
As a result of the adjustment of the January 2022 Note and January 2022 Warrant conversion and exercise price, respectively, in the Waiver, the exercise price of (i) warrants to purchase up to i 15,467 shares of the Company’s Common Stock held by Palladium Capital Group, LLC, (ii) warrants to purchase up to i 66,667 shares of the Company’s Common Stock held by the Note Investor, and (iii) warrants to purchase up to i 30,000 shares of the Company’s Common Stock held by BHP Capital NY, Inc. was adjusted to $ i 50.00 per share of the Company’s Common Stock.
On January 6, 2023, the Company entered into a Second Amendment Agreement (the “Second Amendment Agreement”) with Hudson Bay to amend the (i) Note Securities Purchase Agreement, (ii) the January 2022 Note, (iii) the January 2022 Registration Rights Agreement, and (iv) the January 2022 Warrant.
Pursuant to the Second Amendment Agreement, the conversion price of the balance of the January 2022 Note that remains outstanding was voluntarily adjusted to $ i 10.00 per share of Common Stock.
The Second Amendment Agreement grants the Company the right to redeem all or a portion of the outstanding amount of the January 2022 Note (the “Redemption Right”) upon i 10 trading days’ notice provided that (i) no Equity Conditions Failure (as defined in the January 2022 Note) exists and (ii) the Company has sufficient resources to effect the redemption. The Redemption Right is subject to certain other restrictions contained in the Second Amendment Agreement.
The Second Amendment Agreement provides that if Hudson Bay converts any portion of the January 2022 Note during the i 10 consecutive trading day period starting on January 6, 2023 (the “Applicable Conversion Period”), Hudson Bay shall, on the first business day immediately following the end of the Applicable Conversion Period, release to the Company an amount of cash from the Control Account (as defined in the January 2022 Note) equal to i 20% of the amount converted during the Applicable Conversion Period if the volume-weighted average price (“VWAP”) of the common stock on each trading day during the Applicable Conversion Period equals or exceeds $ i 10.00 and there is no circumstance or event that would, with or without the passage of time or the giving of notice, result in a material default, material breach or event of default under any Transaction Document (as defined in the Note Securties Purchase Agreement).
As a result of the voluntary adjustment to the conversion price of the January 2022 Note, the exercise price of the January 2022 Warrant was automatically adjusted to $ i 10.00 per share of common stock and the number of shares issuable upon exercise of the January 2022 Warrant (the “HB Warrant Shares”) was proportionately increased to i 3,333,333 HB Warrant Shares. Pursuant to the Second Amendment Agreement, Hudson Bay agreed to waive the adjustment to the number of HB Warrant Shares issuable pursuant to the January 2022 Warrant to the extent such adjustment results in a number of HB Warrant Shares underlying the January 2022 Warrant exceeding . The Second Amendment Agreement provides that Hudson Bay (i) will not exercise January 2022 Warrants to purchase more than an aggregate of HB Warrant Shares until March 2, 2023, provided such limitation will be waived upon the occurrence of an Event of Default (as defined in the January 2022 Note) or if the VWAP of the common stock on any trading day from January 6, 2023 until March 2, 2023 is less than $ i 11.00 and (ii) will not exercise the January 2022 Warrant until (x) such time as the aggregate principal amount outstanding of the January 2022 Note is equal to or less than the amount remaining in the Control Account or (y) the occurrence of an Event of Default (the “HB Initial Exercisability Date”). However, Hudson Bay may exercise Warrants for up to shares of common stock prior to the HB Initial Exercisability Date if the VWAP of the common stock on any trading day during the period starting on March 1, 2023 and ending on and including March 31, 2023 is less than $ i 10.00. If the VWAP of the common stock on each trading day from January 6, 2023 through March 1, 2023, is greater than $ i 11.00, Hudson Bay will forfeit the right to purchase HB Warrant Shares pursuant to the January 2022 Warrant, provided that there is no circumstance or event that would, with or without the passage of time or the giving of notice, result in a material default, material breach or event of default under any Transaction Document. Additionally, the exercise price of the January 2022 Warrant was voluntarily further adjusted to $ i 0.01 per share of common stock in lieu of the investors taking less warrant shares. The VWAP of the common stock, from January 6, 2023 through March 1, 2023, was below $ i 11.00, as such Hudson Bay did not forfeit the HB Warrant Shares.
| 22 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
14. CONVERTIBLE NOTE PAYABLE (continued)
The Second Amendment Agreement requires the Company to provide each stockholder entitled to vote at the next special or annual meeting of stockholders of the Company, which must be held not later than April 1, 2023, a proxy statement soliciting each such stockholder’s affirmative vote at the stockholder meeting for approving the increase of the authorized shares of common stock from to (“Stockholder Approval”). If despite the Company’s reasonable best efforts, the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional stockholder meeting to be held every ninety (90) days thereafter until such Stockholder Approval is obtained.
The warrants issued by the Company were modified to reduce the exercise price, which also increased the number of warrants to purchase common stock. The warrant modification expense of $ i 43,344,150 was computed on the modification date using a per share price of $ per share. The fair value was estimated using the Black Scholes option pricing models with the following assumptions:
15. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES
i
The convertible notes payable, related party were issued as part of consideration for the acquisition of Forever 8. The discount was calculated based on the fair value of the instrument as of October 1, 2022. See Note 3 – “Acquisitions” for further information. Principal due under the convertible note payable – related parties was as follows at June 30, 2023 and December 31, 2022:
SCHEDULE OF CONVERTIBLE NOTE PAYABLE RELATED PARTIES
| 2023 | 2022 | |||||||
| Notes payable, i i 10 / % | i 27,383,700 | i 27,500,000 | ||||||
| Less: debt discount | ( i 2,250,000 | ) | ( i 2,750,000 | ) | ||||
| Notes payable, net | $ | i 25,133,700 | $ | i 24,750,000 | ||||
Interest expense under convertible notes payable – related parties was $ i 937,000 and $ i 0, of which $ i 250,000 and $ i 0 was related to amortization of the debt discount, for the three months ended June 30, 2023 and 2022, respectively, and i 1,874,000 and $ i 0, of which $ i 500,000 and $ i 0 was related to amortization of the debt discount, for the six months ended June 30, 2023 and 2022, respectively.
/ i
Eightco is taxed as a corporation and pays corporate federal, state and local taxes on income.
Forever 8, BlockHiro, LLC and Cryptyde Shares Services, LLC are limited liability companies which are disregarded entities for income tax purposes and are owned i 100% by Eightco and Ferguson Containers, respectively. The Company pays corporate federal, state and local taxes on income allocated to it from BlockHiro, LLC and 8co Holdings Shared Services, LLC.
CW Machines, LLC is a limited liability company for income tax purposes and is owned i 51% by Eightco. The Company pays corporate federal, state and local taxes on income allocated to it from CW Machines, LLC.
Ferguson Containers is taxed as a corporation and pays corporate federal, state and local taxes on income.
Forever 8 UK Ltd. is taxed as a corporation and pays foreign taxes on income.
F8 Fund EU Holdings BV is taxed as a corporation and pays foreign taxes on income.
Income tax (benefit) expense was $ i 0 and $ i 17,000 for the three months ended June 30, 2023 and 2022, respectively, and $ i 0 and ($ i 172,997) for the six months ended June 30, 2023 and 2022, respectively. The decrease in income tax benefit is due to the reversal of income taxes payable due to net operating losses incurred in 2022. The Company has recorded a full valuation allowance on net operating losses.
There are no unrecognized tax benefits and no accruals for uncertain tax positions.
As of June 30, 2023, the Company had a net operating loss carryforward for federal income tax purposes of approximately $ i 4,150,207 and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The Company’s net operating loss carryforward begins to expire in 2041.
| 23 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
/ i
Common Stock. Prior to the Separation, Vinco owned i 100% of the issued and outstanding common stock of Eightco. Effective June 29, 2022, the Company separated from Vinco, and the distribution of its common stock was completed. As of June 30, 2023 and December 31, 2022, the Company had and issued and outstanding shares of common stock, respectively.
On March 16, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $ per share from to and to make a corresponding change to the number of authorized shares of capital stock, effective as of 4:05 p.m. (New York time) on March 16, 2023.
Common stock issuances during the six months ended June 30, 2023:
From January 1, 2023 through June 30, 2023, the Company issued a total of shares of common stock to a noteholder for repayment of principal valued at $ i 7,743,333 based on the conversion price set forth in the Note.
On January 26, 2023, the Company issued a total of shares of common stock to employees for services rendered on behalf of the Company valued at $ i 571,200 and previously expensed as stock-based compensation.
On January 26, 2023, the Company issued a total of shares of common stock to three directors for director compensation valued at $ and previously expensed as stock-based compensation.
On March 1, 2023, the Company issued shares of common stock for an exercise of a warrant.
On March 16, 2023, the Company issued shares of common stock for an exercise of two warrants.
On March 22, 2023, the Company issued shares of common stock for an exercise of a warrant.
On March 30, 2023, the Company issued shares of common stock for an exercise of a warrant.
On April 3, 2023, the Company issued shares of common stock for an exercise of a warrant.
On April 11, 2023, the Company issued shares of common stock for an exercise of a warrant.
On April 14, 2023, the Company issued shares of common stock for broker dealers to investors for partial share ownership due to the Company’s reverse stock split.
From April 18, 2023 through May 3, 2023, the Company issued shares of common stock for warrant exercises.
Preferred Stock: On i January 17, 2023, i the board of directors of the Company declared a dividend of one one-thousandth of a share of Series A Preferred Stock, par value $ per share, for each outstanding share of the Company’s common stock, par value $ per share to stockholders of record at 5:00 p.m. Eastern Time on i January 27, 2023 (the “Record Date”).
On January 19, 2023, the Company filed a Certificate of Designation with the Delaware Secretary of State for its Series A Preferred Stock. The number of shares designated is three hundred thousand ().
As of June 30, 2023 and December 31, 2022, the Company had and issued and outstanding shares of Series A Preferred Stock, respectively. All shares of Series A Preferred Stock issued have been since redeemed.
| 24 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
/ i
18. COMMITMENTS AND CONTINGENCIES
Operating Leases. The Company leases certain office space from an entity affiliated through common ownership under an operating lease agreement on a month-to-month basis.
On April 26, 2022, the Company entered into an assignment and assumption agreement with Vinco Ventures, Inc. whereby the parties agreed to transfer and assign to Eightco the lease agreement dated July 16, 2021 by and between Abdi R. Boozer-Jomehri (d/b/a Safety Harbor Centre, Inc.) and Edison Nation, LLC, a 100% owned subsidiary of Vinco (the “Safety Harbor Lease”). The Company adopted ASC 842 on January 1, 2022 and recognized a right of use asset and liability of $ i 98,736 using a discount rate of i 4.5%. There are no other material operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.
On October 19, 2022, the Company entered into a commercial lease agreement with Foxx Trot Tango, LLC to lease approximately i 25 acres of land, including approximately i 250,000 square feet of warehouse space in Sylvester, Georgia for $ i 87,500 on a month-to-month basis, effective July 2022. Owners of Foxx Trot, LLC are also shareholders of the Company. On May 8, 2023, the Company elected to terminate the lease agreement effective as of June 30, 2023.
Rent expense was $ i 344,906 and $ i 33,000 for the three months ended June 30, 2023 and 2022, respectively, and $ i 690,626 and $ i 63,700 for the six months ended June 30, 2023 and 2022, respectively. Rental payments are expensed in the statements of comprehensive income in the period to which they relate.
Emmersive Sellers: On April 17, 2021, the Former Parent entered into (and closed on) a certain Asset Contribution Agreement (“Asset Contribution Agreement”) with Emmersive Entertainment, Inc. (“Emmersive”), pursuant to which Emmersive contributed/transferred to the Company the assets used for Emmersive’s business, which include digital assets, software and certain physical assets (the “Contributed Assets”) in consideration for, among other things, the Former Parent assuming certain obligations of Emmersive, hiring certain employees, and issuing preferred membership units (“Preferred Units”) in EVNT Platform, LLC to Emmersive and/or its shareholders (“Preferred Members”) pursuant to a First Amended and Restated Operating Agreement for the Former Parent dated as of April 17, 2021 (“Amended Operating Agreement”). Certain put rights are associated with Preferred Units, which if exercised by the Preferred Members, obligates the Former Parent to purchase the Preferred Units in exchange for shares of the Former Parent’s common stock (“Put Rights”). In addition, the Preferred Members have the opportunity to earn Conditional Preferred Units if certain conditions are satisfied for earn out targets (“Earn-Out Targets”).
On February 25, 2022, the Former Parent and Emmersive entered into a Termination and Release Agreement, terminating certain transaction documents dated April 17, 2021, and a Milestone Agreement for the earnout shares to be earned and any remaining consideration to be paid by Eightco with an effective date of the agreements upon the spin-off being declared effective (“Effective Date”) Upon the spinoff, the agreements release Emmersive of the opportunity to earn the additional shares of common stock of the Former Parent from the Asset Contribution Agreement. The contingent consideration to be paid by Eightco upon the successful completion of the spin-off are described below:
Earned Shares: Issuance of shares of common stock of Eightco (“Eightco Shares”). The Company recorded $ of share-based compensation related to the Eightco Shares.
Milestone 1: i In the event that the Company generates a minimum of $5,500,000 in annualized booked revenues from the operation of the Musician & Artist Platform (“Attributed Revenue”) ending eight (8) months following the Effective Date (“Tranche 1 Milestone Date”), the Emmersive Parties shall receive 2,000 restricted Eightco Shares (“Tranche One”) within thirty (30) after the Tranche 1 Milestone Date. In the event that the Company does not satisfy this milestone for any reason by the Tranche 1 Milestone Date, the Emmersive Parties shall have no rights to the additional Eightco Shares.
Milestone 2: i After the Effective Date, in the event the Company generates a minimum of $26,500,000 in annualized Attributed Revenues in any three-calendar month period ending on or before September 30, 2023, from the Musician & Artist Platform, the Emmersive Parties shall receive an additional 2,000 restricted Eightco Shares (“Tranche Two”). In the event Milestone Two is achieved, then Milestone One shall also be deemed to have been achieved. In the event that the Company does not satisfy Milestone Two for any reason by September 30, 2023, the Emmersive Parties shall have no rights to Tranche Two.
Milestone 3: i After the Effective Date in the event that Buyer generates a minimum of $60,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before September 30, 2024, from the Musician & Artist Platform, the Emmersive Parties shall receive an additional 2,000 restricted Eightco Shares (“Tranche Three”). In the event Milestone Three is achieved, then Milestones One and Two shall also be deemed to have been achieved. In the event that the Company does not satisfy Milestone Three for any reason by September 30, 2024, time being of the essence, the Emmersive Parties shall have no rights to Tranche Three. In the event that the Company satisfies Milestone Three in the time prescribed they shall have the right to receive an additional 100,000 restricted shares of Eightco Shares (“Bonus Tranche”). In the event that the Company does not satisfy Milestone Three for any reason, the Emmersive Parties shall have no rights to the Bonus Tranche.
None of the above milestones were met as of June 30, 2023.
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EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
/ i
The Company’s principal operating segments coincide with the types of products to be sold. The products from which revenues are derived are consistent with the reporting structure of the Company’s internal organization. The Company’s two reportable segments for the six months ended June 30, 2023 were the Inventory Management Solutions segment and the Corrugated segment. The Company’s chief operating decision maker has been identified as the Chairman and CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment information is presented based upon the Company’s management organization structure as of June 30, 2023 and the distinctive nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed. There are no inter-segment revenue transactions and, therefore, revenues are only to external customers.
Segment operating profit is determined based upon internal performance measures used by the chief operating decision maker. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes. Management measures the performance of each reportable segment based upon several metrics, including net revenues, gross profit and operating loss. Management uses these results to evaluate the performance of, and to assign resources to, each of the reportable segments. The Company manages certain operating expenses separately at the corporate level and does not allocate such expenses to the segments. Segment income from operations excludes interest income/expense and other income or expenses and income taxes according to how a particular reportable segment’s management is measured. Management does not consider impairment charges, and unallocated costs in measuring the performance of the reportable segments.
i
For the three and six months ended June 30, 2022, the Company had only one operating segment (corrugated) thus segment info for this period is not presented. Segment information available with respect to these reportable business segments for the three and six months ended June 30, 2023 was as follows:
| For
the Three months Ended June 30, |
For the Six months Ended June 30, |
|||||||
| 2023 | 2023 | |||||||
| Revenues: | ||||||||
| Inventory Management Solutions | $ | i 18,864,903 | $ | i 32,813,244 | ||||
| Corrugated | i 1,682,250 | i 3,623,624 | ||||||
| Total segment and consolidated revenues | $ | i 20,547,153 | $ | i 36,436,868 | ||||
| Cost of revenues: | ||||||||
| Inventory Management Solutions | $ | i 16,824,061 | $ | i 29,458,650 | ||||
| Corrugated | i 1,193,198 | i 2,629,232 | ||||||
| Total segment and consolidated cost of revenues | $ | i 18,017,259 | $ | i 32,087,882 | ||||
| Gross profit: | ||||||||
| Inventory Management Solutions | $ | i 2,040,842 | $ | i 3,354,594 | ||||
| Corrugated | i 489,052 | i 994,392 | ||||||
| Total segment and consolidated gross profit | $ | i 2,529,894 | $ | i 4,348,986 | ||||
| Income from operations: | ||||||||
| Inventory Management Solutions | $ | ( i 525,530 | ) | $ | ( i 1,017,764 | ) | ||
| Corrugated | i 99,737 | i 245,319 | ||||||
| Corporate | ( i 2,338,303 | ) | ( i 5,521,990 | ) | ||||
| Total segment and consolidated income from operations | $ | ( i 2,764,096 | ) | $ | ( i 6,294,435 | ) | ||
| Depreciation and amortization: | ||||||||
| Inventory Management Solutions | $ | i 584,166 | $ | i 1,160,746 | ||||
| Corrugated | i 49,496 | i 98,993 | ||||||
| Total segment and consolidated depreciation and amortization | $ | i 633,662 | $ | i 1,259,739 | ||||
| Revenues by geography: | ||||||||
| North America | $ | i 3,772,968 | $ | i 7,060,372 | ||||
| Europe | i 16,774,185 | i 29,376,496 | ||||||
| Total geography and consolidated revenues | $ | i 20,547,153 | $ | i 36,436,868 | ||||
| Segment capital expenditures: | ||||||||
| Inventory Management Solutions | $ | - | ||||||
| Corrugated | i 114,028 | |||||||
| Corporate | - | |||||||
| Total segment and consolidated capital expenditures | $ | i 114,028 | ||||||
| Segment total assets: | $ | |||||||
| Inventory Management Solutions | i 52,160,446 | |||||||
| Corrugated | i 2,595,471 | |||||||
| Corporate | i 5,664,698 | |||||||
| Total segment and consolidated assets | $ | i 60,420,615 | ||||||
/
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
As explained above, unless otherwise indicated, the terms “we,” “us,” “our,” “our Company,” and “the Company” refer to Eightco Holdings, Inc., together with its consolidated subsidiaries. The following discussion and analysis of the Company’s financial condition and results of operations should be read together with the Company’s financial statements and related notes appearing elsewhere in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to the Company’s plans and strategy for the Company’s business and related financing, includes forward-looking statements involving risks and uncertainties and should be read together with the “Cautionary Note Regarding Forwarding- Looking Statements” section of this Quarterly Report. Such risks and uncertainties could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
As used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc. and subsidiaries and/or where applicable, its management, a Delaware corporation originally incorporated on September 21, 2021 (date of inception) under the laws of the State of Nevada. On March 9, 2022, the Company converted to a Delaware corporation pursuant to a plan of conversion entered into with the Former Parent. On April 43 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its stock symbol to “OCTO.” The Company is comprised of three main businesses, Forever 8 Inventory Cash Flow Solution, our Web3 Business, which includes the sale of BTC mining hardware, and our Packaging Business. Our Inventory Solution Business, Forever 8 Fund, LLC, a Delaware limited liability company focused on purchasing inventory for e-commerce retailers, which we acquired on October 1, 2022 (“Forever 8”). We no longer intend to generate revenue from our Web 3 Business. Our Packaging Business manufactures and sells custom packaging for a wide variety of products and through packaging helps customers generate brand awareness and promote brand image.
On June 29, 2022, the Company separated from its former parent company, Vinco Ventures Inc. (“Vinco”). As previously announced, we concluded a spin-off from Vinco (the “Separation”) and continue operating our Web3 Business, our BTC Mining Hardware Business and our Packaging Business. The Separation occurred concurrently with the distribution (the “Distribution”) of our common stock to stockholders of Vinco as of May 18, 2022 (the “Record Date”) at a ratio of one share of our common stock for every ten shares of Vinco common stock held by the Vinco stockholders. Following the Separation, we are an independent, publicly traded company, and Vinco retains no ownership interest in our Company.
In connection with the Separation, we entered into a Separation and Distribution Agreement and other agreements with Vinco to effect the Separation and provide a framework for our relationship with Vinco after the Separation. These agreements provide for the allocation between us and our subsidiaries, on the one hand, and Vinco and its subsidiaries, on the other hand, of the assets, liabilities, legal entities, and obligations associated with the Eightco Businesses, on the one hand, and Vinco’s other current businesses, on the other hand, and govern the relationship between our Company and our subsidiaries, on the one hand, and Vinco and its subsidiaries, on the other hand, following the Separation. In addition to the Separation and Distribution Agreement, the other principal agreements entered into with Vinco include a Tax Matters Agreement and certain commercial agreements.
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Name Change, Symbol Change and Recapitalization
On March 15, 2023, a Special Meeting of Security Holders was held to vote upon the proposal to approve an amendment to the Certificate of Incorporation to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders, a reverse stock split of all of the outstanding shares of Common Stock at a ratio in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”). The proposal was approved by Security Holders.
On April 3, 2023, 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. 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.
Nasdaq Deficiency Notice
On October 5, 2022, we received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of the Company’s common stock for the 31 consecutive business day period between August 22, 2022, through October 4, 2022, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company has a compliance period of 180 calendar days, or until April 3, 2023 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).
On April 11, 2023, the Company received a Staff Determination (the “Determination”) that the Company did not comply with the Listing Rule. Unless the Company requests an appeal of the Determination, the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market at the opening of trading on April 20, 2023.
On April 18, 2023, the Company received a written notice from The Nasdaq Stock Market LLC stating that since the Company’s common stock closing bid price had closed above $1 from the dates of April 4, 2023 to April 18, 2023, the Company had regained compliance with Listing Rule 5550(a)(2).
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Critical Accounting Policies and Significant Judgments and Estimates
There have been no changes to our critical accounting policies during the six months ended June 30, 2023. Critical accounting policies and the significant accounting estimates made in accordance with such policies are regularly discussed with the Audit Committee of the Company’s board of directors. Those policies are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, as well as in our consolidated financial statements and the footnotes thereto, included in the Annual Report on Form 10-K.
Key Components of our Results of Operations
Revenues
We generate the majority of our revenues from inventory financing through our wholly owned subsidiary, Forever 8. In addition, we will generate revenues from the sale of corrugated custom packaging to a wide array of customers, the sales of Bitcoin mining equipment offered through CW Machines, LLC and Web3 Products and services offered through BlockHiro, LLC.
Cost of Revenues
Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs. In addition, we will incur costs to purchase Bitcoin mining equipment which will be resold to customers and costs from the development of Web3 products and services.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses.
Interest Expense and Income, Net
Interest expense includes the cost of our borrowings under our debt arrangements. Interest income includes the interest earned under our notes receivable.
Other Income
Other income includes the gain on disposal of the building located in Washington, New Jersey.
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Results of Operations
Three Months Ended June 30, 2023 versus Three Months Ended June 30, 2022
The following table sets forth information comparing the components of net (loss) income for the three months ended June 30, 2023 and 2022:
Three months Ended June 30, | Period over Period Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| Revenues, net | $ | 20,547,153 | $ | 7,345,959 | $ | 13,201,194 | 179.71 | % | ||||||||
| Cost of revenues | 18,017,259 | 6,546,875 | 11,470,384 | 175.20 | % | |||||||||||
| Gross profit | 2,529,894 | 799,084 | 1,730,810 | 216.60 | % | |||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 5,001,242 | 4,292,308 | 708,934 | 16.52 | % | |||||||||||
| Impairment | 292,748 | - | 292,748 | 100.00 | % | |||||||||||
| Operating (loss) income | (2,764,096 | ) | (3,493,224 | ) | 729,128 | -20.87 | % | |||||||||
| Other (expense) income: | ||||||||||||||||
| Interest income (expense) | (2,736,333 | ) | 454 | (2,736,787 | ) | -602,816.52 | % | |||||||||
| Loss on issuance of warrants | (3,387,604 | ) | - | (3,387,604 | ) | 100.00 | % | |||||||||
| Other income | 34,785 | 53,013 | (18,228 | ) | -34.38 | % | ||||||||||
| Total other (expense) income, net | (6,089,152 | ) | 53,467 | (6,142,619 | ) | -11,488.62 | % | |||||||||
| (Loss) income before income taxes | (8,853,248 | ) | (3,439,757 | ) | (5,413,491 | ) | 157.38 | % | ||||||||
| Income tax expense (benefit) | - | 17,000 | (17,000 | ) | -100.00 | % | ||||||||||
| Net (loss) | $ | (8,853,248 | ) | $ | (3,456,757 | ) | $ | (5,396,491 | ) | 156.11 | % | |||||
Revenue
For the three months ended June 30, 2023, revenues increased by $13,201,194 or 179.71%, as compared to the three months ended June 30, 2022. The increase was largely attributable to the increased sale of goods from revenue derived from the inventory management solutions business.
Cost of Revenues
For the three months ended June 30, 2023, cost of revenues increased by $11,470,384 or 175.20%, as compared to the three months ended June 30, 2022. The increase was largely attributable to the increase in total revenues for our inventory management solutions business, as well as increased costs of materials and production in our corrugated business.
Gross Profit
For the three months ended June 30, 2023, gross profit increased by $1,730,810 or 216.60%, as compared to the three months ended June 30, 2022. The increase was largely attributable to an increase in revenue derived from the inventory management solutions business.
Operating Expenses
Selling, general and administrative expenses were $5,001,242 and $4,292,308 for the three months ended June 30, 2023 and 2022, respectively, representing an increase of $708,934, or 16.52%. The increase was largely attributable to the increase in professional fees, payroll costs, insurance expense, rent expense, selling and warehousing fees and operating costs as a standalone public company.
Interest Expense
Interest expense was $2,736,333, for the three months ended June 30, 2023, versus interest income of $454 for the three months ended June 30, 2022. The increase in interest expense was largely attributable to the amortization of debt issuance costs related to borrowing under the convertible notes payable.
Total other (expense) income
Total other (expense) income was ($6,089,152) for the three months ended June 30, 2023 versus $53,467 for the three months ended June 30, 2022. The increase in total other income (expense) was largely attributable to the loss on issuance of warrants of ($3,387,604) and interest expense of ($2,736,333) for the three months ended June 30, 2023.
Income tax expense
Income tax expense was $0 for the three months ended June 30, 2023, versus an income tax expense of $17,000 for the three months ended June 30, 2022, respectively. The decrease in income tax expense was a result of the increase in loss before income taxes.
Net loss
Net loss was $8,853,248 for the three months ended June 30, 2023, versus $3,456,757 for the three months ended June 30, 2022. The increase in net loss was largely attributable to the loss on issuance of warrants of $3,387,604.
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Six Months Ended June 30, 2023 versus Six Months Ended June 30, 2022
The following table sets forth information comparing the components of net (loss) income for the six months ended June 30, 2023 and 2022:
Six months Ended June 30, |
Period over Period Change |
|||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| Revenues, net | $ | 36,436,868 | $ | 11,065,606 | $ | 25,371,262 | 229.28 | % | ||||||||
| Cost of revenues | 32,087,882 | 9,721,258 | 22,366,624 | 230.08 | % | |||||||||||
| Gross profit | 4,348,986 | 1,344,348 | 3,004,638 | 223.50 | % | |||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 10,350,673 | 6,214,103 | 4,136,570 | 69.46 | % | |||||||||||
| Impairment | 292,748 | - | 292,748 | 100.00 | % | |||||||||||
| Operating (loss) income | (6,294,435 | ) | (4,869,755 | ) | (1,424,680 | ) | 29.26 | % | ||||||||
| Other (expense) income: | ||||||||||||||||
| Interest (expense) | (5,549,560 | ) | - | (5,549,560 | ) | 100.00 | % | |||||||||
| Rental income | - | 325 | (325 | ) | -100.00 | % | ||||||||||
| Loss on issuance of warrants | (46,928,815 | ) | - | (46,928,815 | ) | 100.00 | % | |||||||||
| Other income | 68,422 | 102,532 | (34,110 | ) | -33.27 | % | ||||||||||
| Total other (expense) income, net | (52,409,953 | ) | 102,857 | (52,512,810 | ) | -51,054.19 | % | |||||||||
| (Loss) income before income taxes | (58,704,388 | ) | (4,766,898 | ) | (53,937,490 | ) | 1,131.50 | % | ||||||||
| Income tax expense (benefit) | - | (172,997 | ) | 172,997 | -100.00 | % | ||||||||||
| Net (loss) | $ | (58,704,388 | ) | $ | (4,593,901 | ) | $ | (54,110,487 | ) | 1,177.88 | % | |||||
Revenue
For the six months ended June 30, 2023, revenues increased by $25,371,262 or 229.28%, as compared to the six months ended June 30, 2022. The increase was largely attributable to the increased sale of goods from the revenue derived from the inventory management solutions business.
Cost of Revenues
For the six months ended June 30, 2023, cost of revenues increased by $22,366,624 or 230.08%, as compared to the six months ended June 30, 2022. The increase was largely attributable to the increase in total revenues for our inventory management solutions business, as well as increased costs of materials and production in our corrugated business.
Gross Profit
For the six months ended June 30, 2023, gross profit increased by $3,004,638 or 223.50%, as compared to the six months ended June 30, 2022. The increase was largely attributable to an increase in revenue derived from the inventory management solutions business.
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Operating Expenses
Selling, general and administrative expenses were $10,350,673 and $6,214,103 for the six months ended June 30, 2023 and 2022, respectively, representing an increase of $4,136,570, or 69.46%. The increase was largely attributable to the increase in professional fees, payroll costs, insurance expense, rent expense, selling and warehousing fees and operating costs as a standalone public company.
Interest Expense
Interest expense was $5,549,560, for the six months ended June 30, 2023, versus $0 for the six months ended June 30, 2022. The increase in interest expense was largely attributable to the amortization of debt issuance costs related to borrowing under the convertible notes payable.
Total other (expense) income
Total other (expense) income was ($52,409,953) for the six months ended June 30, 2023 versus $102,857 for the six months ended June 30, 2022. The increase in total other income (expense) was largely attributable to the loss on issuance of warrants of ($46,928,815) and interest expense of ($5,549,560) for the six months ended June 30, 2023.
Income tax expense
Income tax expense was $0 for the six months ended June 30, 2023, versus an income tax benefit of $172,997 for the six months ended June 30, 2022, respectively. The decrease in income tax benefit was a result of the increase in loss before income taxes.
Net loss
Net loss was $58,704,388 for the six months ended June 30, 2023, versus $4,593,901 for the six months ended June 30, 2022. The increase in net loss was largely attributable to the loss on issuance of warrants of $46,928,815.
Liquidity and Capital Resources
Eightco has required funding from the Former Parent to fund its operations. In addition, other than those that relate to the Note Private Placement, which currently amount to approximately $9.7 million, the Company has no significant debt obligations.
The Company currently has approximately $4.3 million in cash. The Company believes it will have sufficient funds for the next 12 months to accomplish its strategic plan.
Cash Flows
Since inception, Eightco and its subsidiaries have primarily used its available cash to fund its operations. The following table sets forth a summary of cash flows for the periods presented:
For the Six months Ended | ||||||||
| 2023 | 2022 | |||||||
| Cash (used in) provided by: | ||||||||
| Operating Activities | $ | (5,672,358 | ) | $ | (5,894,179 | ) | ||
| Investing Activities | (92,278 | ) | (52,599 | ) | ||||
| Financing Activities | 4,559,110 | 45,001,510 | ||||||
| Net increase (decrease) in cash and restricted cash | $ | (1,205,526 | ) | $ | 39,054,732 | |||
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Cash Flows for the Six months Ended June 30, 2023 and 2022
Operating Activities
Net cash (used in) operating activities was ($5,572,358) during the six months ended June 30, 2023, which consisted primarily of a net loss of $58,704,388 offset largely by amortization of debt issuance costs of $3,992,457 and loss on issuance of warrants of $46,928,815 and changes in assets and liabilities of ($244,981). Net cash (used in) operating activities was ($5,894,179) during the six months ended June 30, 2022, which consisted primarily of a net loss of $4,593,901 offset by non-cash depreciation expense of $118,384 and changes in assets and liabilities of $2,074,367
Investing Activities
Net cash provided by (used in) investing activities was ($92,278) during the six months ended June 30, 2023 compared to ($52,599) for the six months ended June 30, 2022. The increase in net cash used in investing activities is largely attributable to the purchases of developed technology in the amount of ($159,251) offset by the sale of capital expenditures in the amount of $181,000.
Financing Activities
Net cash provided by financing activities was $4,559,110 during the six months ended June 30, 2023 compared to $45,001,510 for the six months ended June 30, 2022. This decrease was largely attributable to proceeds from the issuance of debt of $30,000,000 and proceeds from the issuance of common stock of $12,001,000 during the six months ended June 30, 2022 versus $3,150,000 and $2,175,000 from the issuance of debt and lines of credit during the six months ended June 30, 2023.
Eightco has required funding from the Former Parent to launch operations. Ferguson Containers has historically had positive cash flows from operations. Since inception, Ferguson Container’s operations have been funded principally through its operations.
The Company did not have any off-balance sheet arrangements as of June 30, 2023.
Contractual Obligations and Commitments
The Company has no debt covenants that require certain financial information to be met.
Critical Accounting Policies and Significant Judgments and Estimates
This discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s combined financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. In accordance with U.S. GAAP, the Company bases its estimates on historical experience and on various other assumptions the Company believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
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For information on the Company’s significant accounting policies please refer to Note 2 to the Company’s Financial Statements included in this Quarterly Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of such period covered by this Quarterly Report, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information that it is required to disclose in reports that the Company files with the SEC is recorded, processed, summarized and reported within the time periods specified by the Exchange Act rules and regulations due to the reasons set forth below.
As of December 31, 2022, management identified the following material weakness in our internal control over financial reporting: the Company was unable to provide a timely financial reporting package in connection with the year end audit. This was primarily the result of the Company’s limited accounting personnel. This also limits the extent to which the Company can segregate incompatible duties and has a lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected. There is a risk under the current circumstances that intentional or unintentional errors could occur and not be detected.
Management has concluded that the material weakness described above currently exists as of June 30, 2023. The Company plans to engage with outside consultants to strengthen its capabilities and help the Company in the design and assessment of its internal controls over financial reporting to further reduce and remediate existing control deficiencies during 2023.
Changes in Internal Control over Financial Reporting
During the three months ended June 30, 2023, there were no changes in our internal control over financial reporting that materially affected our internal control over financial reporting as of June 30, 2023.
| 34 |
From time to time, the Company is party to legal actions that are routine and incidental to its business. However, based upon available information and in consultation with legal counsel, management does not expect the ultimate disposition of any or a combination of these actions to have a material adverse effect on the Company’s assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and\or results of operations.
Our business and common stock are subject to a number of risks and uncertainties The discussion of such risks and uncertainties may be found under “Risk Factors” in the Company’s annual report on Form 10-K filed with the SEC on April 17, 2023. There have been no material changes to these risks during the three months ended June 30, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities
On January 26, 2023, the Company issued a total of 20,550 shares of common stock to employees for services rendered on behalf of the Company valued at $571,200 and previously expensed as stock-based compensation.
On January 26, 2023, the Company issued a total of 2,700 shares of common stock to three directors for director compensation valued at $91,800 and previously expensed as stock-based compensation.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
| 35 |
(b) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit No. | Description | |
| 31.1* | Certification of the Chief Executive Officer of the Company, pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101), |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 36 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 10, 2023
| EIGHTCO HOLDINGS INC. | ||
| By: | /s/ Brian McFadden | |
| Name: | Brian McFadden | |
| Title: | Chief Executive Officer | |
| EIGHTCO HOLDINGS INC. | ||
| By: | /s/ Brett Vroman | |
| Name: | Brett Vroman | |
| Title: | Chief Financial Officer | |
| 37 |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/16/27 | ||||
| 10/12/26 | ||||
| 9/30/24 | ||||
| 6/30/24 | ||||
| 1/15/24 | ||||
| 12/31/23 | ||||
| 12/27/23 | ||||
| 9/30/23 | ||||
| 8/14/23 | ||||
| Filed as of: | 8/11/23 | |||
| Filed on: | 8/10/23 | |||
| For Period end: | 6/30/23 | |||
| 5/8/23 | ||||
| 5/3/23 | ||||
| 4/20/23 | ||||
| 4/18/23 | 8-K | |||
| 4/17/23 | 10-K, 8-K | |||
| 4/14/23 | ||||
| 4/11/23 | 8-K | |||
| 4/5/23 | ||||
| 4/4/23 | 8-K | |||
| 4/3/23 | 8-K | |||
| 4/1/23 | ||||
| 3/31/23 | 10-Q, NT 10-K, NT 10-Q | |||
| 3/30/23 | ||||
| 3/23/23 | ||||
| 3/22/23 | ||||
| 3/16/23 | 8-K | |||
| 3/15/23 | 8-K | |||
| 3/2/23 | ||||
| 3/1/23 | ||||
| 1/27/23 | PRE 14A | |||
| 1/26/23 | ||||
| 1/19/23 | ||||
| 1/17/23 | 8-K | |||
| 1/6/23 | 8-K | |||
| 1/1/23 | ||||
| 12/31/22 | 10-K, NT 10-K | |||
| 12/15/22 | ||||
| 10/19/22 | ||||
| 10/5/22 | 4, 8-K | |||
| 10/4/22 | 8-K | |||
| 10/1/22 | ||||
| 9/14/22 | 8-K | |||
| 9/13/22 | ||||
| 8/22/22 | ||||
| 8/12/22 | S-1 | |||
| 7/28/22 | 8-K | |||
| 6/30/22 | 10-Q, NT 10-Q | |||
| 6/29/22 | 4 | |||
| 5/18/22 | 8-K | |||
| 5/5/22 | ||||
| 4/26/22 | ||||
| 3/31/22 | 10-Q | |||
| 3/29/22 | ||||
| 3/9/22 | ||||
| 2/25/22 | ||||
| 1/26/22 | ||||
| 1/1/22 | ||||
| 12/31/21 | ||||
| 12/15/21 | ||||
| 9/21/21 | ||||
| 7/16/21 | ||||
| 4/17/21 | ||||
| 4/5/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/24 Eightco Holdings Inc. 424B5 1:525K M2 Compliance LLC/FA 4/03/24 Eightco Holdings Inc. S-3/A 4/02/24 4:768K M2 Compliance LLC/FA 2/05/24 Eightco Holdings Inc. S-3 7:1.6M M2 Compliance LLC/FA 2/02/24 Eightco Holdings Inc. S-8 POS 2/02/24 1:68K M2 Compliance LLC/FA 1/26/24 Eightco Holdings Inc. S-8 1/26/24 4:134K M2 Compliance LLC/FA |