New insider Vassilakos Paul claimed ownership of 654,419 shares (SEC Form 3)
$OCTO
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/17/2024 |
3. Issuer Name and Ticker or Trading Symbol
Eightco Holdings Inc. [ OCTO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 654,419 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Promissory Note | 10/01/2022 | 10/01/2025 | Common Stock | 101,921 | (1) | D | |
| Preferred Membership Units | (2) | (2) | Common Stock | 51,887 | (2) | D | |
| Explanation of Responses: |
| 1. The notes are convertible at any time at the option of the holder into common stock of the Issuer. The conversion price is equal to the average volume-weighted average price of the Issuer's common stock, par value $0.001 per share ("Common Stock"), for the 10-trading day period immediately preceding the date of delivery of a notice of conversion. |
| 2. The Preferred Membership Units in Forever 8 Fund, LLC ("Preferred Units"), a wholly owned subsidiary of the Issuer ("Forever 8"), provides a put right to cause the Issuer to redeem the Preferred Units at the holder's election based on specified events as set forth in the amended and restated operating agreement of Forever 8 ("Operating Agreement"). Each Preferred Unit is exchangeable for one share of Common Stock or for cash on the terms and conditions set forth in the Operating Agreement. The Reporting Person is also entitled to Preferred Units upon the achievement of certain earnout considerations pursuant to the Operating Agreement. |
| /s/ Paul Vassilakos | 03/25/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||