SEC Form 10-Q filed by Eightco Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| 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:
(Exact Name of Registrant as Specified in its Charter)
| (State
or Other Jurisdiction of Incorporation or Organization) |
(I.R.S.
Employer Identification No.) |
| (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 | ||
| The
|
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 ☐ |
| Smaller
Reporting Company | |
| Emerging
Growth Company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes
As of August 14, 2024, there were (without giving effect to a 1-for-5 reverse stock split that will be effective with the market on or about August 16, 2024) 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, 2024 (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, 2023, as amended (the “Annual Report”), which was filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2024. 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
(Unaudited)
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Loan held-for-investment | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable – related parties | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Accrued expenses and other current liabilities – related parties | ||||||||
| Current portion of convertible notes payable, net of debt discount of $ | ||||||||
| Convertible notes payable – related parties, | ||||||||
| Line of credit | ||||||||
| Line of credit – related parties | ||||||||
| Due to Former Parent | ||||||||
| Total current liabilities | ||||||||
| Convertible notes payable – related parties, net of debt discount of $ | ||||||||
| Deferred tax liabilities | ||||||||
| Contingent consideration | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred stock, $ par value, shares authorized and and shares outstanding at June 30, 2024 and December 31, 2023, respectively | $ | $ | ||||||
| Common stock, $ par value, shares authorized and and shares outstanding at June 30, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Foreign currency translation | ||||||||
| Total stockholders’ equity (deficit) attributable to Eightco Holdings Inc. | ( | ) | ||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See the accompanying notes to the condensed consolidated financial statements.
| 5 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Restructuring and severance | ||||||||||||||||
| Impairment | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-operating income (expense): | ||||||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on Issuance of Warrants | ( | ) | ( | ) | ||||||||||||
| Gain on forgiveness of earnout | ||||||||||||||||
| Gain on extinguishment of liabilities | ||||||||||||||||
| Other income | ||||||||||||||||
| Total non-operating income (expense) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) before income tax expense | ( | ) | ( | ) | ||||||||||||
| Income tax expense (benefit) | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | ( | ) | ||||||||||
| Net loss attributable to non-controlling interest | ( | ) | ||||||||||||||
| Net income (loss) attributable to Eightco, Inc. | ( | ) | ( | ) | ||||||||||||
| Net income (loss) per share: | ||||||||||||||||
| Net income (loss) per share – basic | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) per share – diluted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weight average number of common shares outstanding – basic | ||||||||||||||||
| Weight average number of common shares outstanding – diluted | ||||||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 6 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Foreign currency translation – unrealized gain (loss) | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| 7 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Common Stock | Additional Paid in | Non controlling | Retained Earnings (Accumulated) | Accumulated Other | ||||||||||||||||||||||||
| Shares | Amount | Capital | Interest | Deficit | Income | Total | ||||||||||||||||||||||
| Balances, January 1, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Issuance of common stock to note holders | ||||||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||||||
| Share-based compensation | ( | ) | ||||||||||||||||||||||||||
| Issuance of warrants | - | |||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2023 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balances, March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Issuance of common stock to investors | ( | ) | ||||||||||||||||||||||||||
| Exercise of warrants | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| Issuance of warrants | - | |||||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2023 | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balances, June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Balances, January 1, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
| Issuance of common stock - investors | ||||||||||||||||||||||||||||
| Issuance of common stock - conversions | ||||||||||||||||||||||||||||
| Issuance of common stock – settlement of cash warrants | ||||||||||||||||||||||||||||
| Issuance of common stock to noteholders | ||||||||||||||||||||||||||||
| Issuance of common stock to board of directors and former employees | ||||||||||||||||||||||||||||
| Issuance of common stock to consultants | ||||||||||||||||||||||||||||
| Forgiveness of interest – related parties | - | |||||||||||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net income for the three months ended March 31, 2024 | - | ( | ) | |||||||||||||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Issuance of common stock - investors | ||||||||||||||||||||||||||||
| Issuance of common stock - conversions | ||||||||||||||||||||||||||||
| Issuance of common stock to board of directors and former employees | ||||||||||||||||||||||||||||
| Issuance of common stock to consultants | ||||||||||||||||||||||||||||
| Forgiveness of interest – related parties | - | |||||||||||||||||||||||||||
| Share-based compensation expense | - | |||||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net income for the three months ended June 30, 2024 | - | |||||||||||||||||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
See the accompanying notes to the condensed consolidated financial statements.
| 8 |
EIGHTCO HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| June 30, 2024 | June 30, 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment | ||||||||
| Amortization of debt issuance costs | ||||||||
| Amortization of prepaid share-based compensation | ||||||||
| Loss on issuance of warrants | ||||||||
| Share-based compensation | ||||||||
| Provision for bad debts | ||||||||
| Gain on sale of assets | ||||||||
| Gain on extinguishment of liabilities | ( | ) | ||||||
| Gain on forgiveness of earnout | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of developed technology | ( | ) | ||||||
| Proceeds from sale of property and equipment | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net borrowings under lines of credit | ||||||||
| Net proceeds from issuance of common stock | ||||||||
| Net borrowings under convertible notes | ||||||||
| Fees paid for financing costs | ( | ) | ||||||
| Repayments under convertible notes payable – related parties | ( | ) | ( | ) | ||||
| Repayments under convertible notes payable | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of the year | ||||||||
| Cash and cash equivalents, end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Issuance of common stock to line of credit holders | $ | $ | ||||||
| Issuance of common stock to vendors for future services | $ | $ | ||||||
| Issuance of common stock to employees and directors for settlement of liabilities | $ | $ | ||||||
| Issuance of common stock to vendors for settlement of liabilities | $ | $ | ||||||
| Issuance of common stock to noteholders for settlement of accrued interest | $ | $ | ||||||
| Issuance of common stock to noteholders for settlement of cash warrant liabilities | $ | $ | ||||||
| Forgiveness of interest – related parties | $ | $ | ||||||
| Forgiveness of debt – related parties | $ | $ | ||||||
| Convertible shares under notes payable | $ | $ | ||||||
| Issuance of warrants to noteholders and placement agent | $ | $ | ||||||
| Original issue discount | $ | $ | ||||||
| Accrued placement agent fees for equity placement | $ | $ | ||||||
See the accompanying notes to the condensed consolidated financial statements.
| 9 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
As
used herein, “Eightco” and the “Company” refer to Eightco Holdings Inc., a Delaware corporation originally incorporated
on September 21, 2021 (date of inception) under the laws of the State of Nevada, and subsidiaries and/or where applicable, its management.
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
As
of June 30, 2024, Eightco had three wholly-owned subsidiaries: Forever 8, Ferguson Containers, Inc. (“Ferguson Containers”)
and BlockHiro, LLC. Ferguson Containers owns
During 2021, the Former Parent announced it plans to spin-off (the “Separation”) certain of its businesses. The Former Parent 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 as of 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 condensed 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.
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 three and six months ended June 30, 2024 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, 2023 included in the Annual Report.
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.
Prior Year Reclassifications
In the current year, the Company made certain reclassifications to the prior year’s financial statements to conform to the current year’s presentation. These reclassifications had no effect on previously reported net income, cash flows, or shareholders’ equity. The reclassifications are made to better reflect the nature of the items in the financial statements.
| 10 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 condensed 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.
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.
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.
Accounts
Receivable. Accounts receivable are carried at their contractual amounts, less an estimated allowance for credit losses. Management
estimates the allowance for credit losses using a loss-rate approach based on historical loss information, adjusted for management’s
expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant
judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties,
historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that
the composition of receivables at year-end is consistent with historical conditions as credit terms and practices and the client base
has not changed significantly. 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 credit losses only after all collection attempts have been exhausted.
The allowance for credit losses was $
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.
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:
| 11 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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:
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.
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)
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
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.
Cost of Revenues. Cost of revenues includes freight charges, purchasing and receiving costs, depreciation and inspection costs.
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. For the three and six months ended June 30, 2024 and 2023, the Company recognized other comprehensive
gain (loss) for foreign currency translation of ($
Foreign Currency Transactions and Translation. Eightco’s functional currency is the United States Dollar (“USD”) and Forever 8 has various functional currencies based on the country in which the subsidiary operated. The currencies in which F8 operates is USD, British Pound Sterling (“GBP”) and Euro (“EUR”).
For the purpose of presenting these condensed 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 rates used for the translations are as follows:
| June 30, 2024 | December 31, 2023 | |||||||
| Spot | ||||||||
| USD to EUR | $ | $ | ||||||
| USD to GBP | $ | $ | ||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Average | ||||||||
| USD to EUR | $ | $ | ||||||
| USD to GBP | $ | $ | ||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Convertible shares under notes payable | ||||||||
| Warrants for noteholders | ||||||||
| Warrants for equity investors | ||||||||
| Warrants for placement agent | ||||||||
| Shares reserved for issuance for preferred units of Forever 8 Fund, LLC | ||||||||
| Convertible notes payable issued in acquisition of Forever 8 Fund, LLC | ||||||||
| Shares reserved for contingent consideration for acquisition of Forever 8 Fund, LLC | ||||||||
| Shares to be issued | ||||||||
| Shares reserved as partial payment towards severance | ||||||||
| Total common stock equivalents | ||||||||
| 13 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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, 2024and 2023. 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.
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
$
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,
2024, the amount due from three customers represented approximately
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.
| 14 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently Issued Accounting Pronouncements Adopted. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The amendments in this Update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.
Recently Issued Accounting Pronouncements Not Adopted. Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the Company’s condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
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)
3. GOING CONCERN
The
financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting
in an accumulated deficit of $
As
of June 30, 2024, the Company had approximately $
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. In 2023, the Company began reducing headcount to reduce the corporate overhead. The Company has continued to raise capital in 2024 and will continue to look to further reduce costs in 2024. No assurance can be given that the Company will be successful in these efforts. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
4. RESTRUCTURING AND SEVERANCE
Restructuring and severance charges consist of the following for the six months ended June 30, 2024 and 2023, respectively:
| June 30, 2024 | June 30, 2023 | |||||||
| Severance expense | $ | $ | ||||||
| Rent expense | ||||||||
| Total restructuring and severance | $ | $ | ||||||
The changes in the carrying amount of restructuring and severance liabilities for the period from January 1, 2024 through June 30, 2024 consisted of the following:
| Balance, January 1, 2024 | $ | |||
| Additions and adjustments | ||||
| Payments and adjustments | ( | ) | ||
| Balance, June 30, 2024 | $ |
5. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Total accounts receivable | $ | $ | ||||||
6. INVENTORIES
Inventories consist of the following at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Reserve for obsolescence | ( | ) | ( | ) | ||||
| Total inventories | $ | $ | ||||||
| 16 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Other current assets consist of the following at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Advances for inventory purchases | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Deposits | ||||||||
| Due from customer | ||||||||
| Other | ||||||||
| Total other current assets | $ | $ | ||||||
8. 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
9. PROPERTY AND EQUIPMENT, NET
Property and equipment consist of the following at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Land | $ | $ | ||||||
| Building and building improvements | ||||||||
| Equipment and machinery | ||||||||
| Furniture and fixtures | ||||||||
| Office and computer equipment | ||||||||
| Vehicles | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation expense was $
10. INTANGIBLE ASSETS, NET
Intangible assets consist of the following at June 30, 2024 and December 31, 2023:
| Useful Lives | June 30, 2024 | December 31, 2023 | ||||||||
| Customer relationships | $ | $ | ||||||||
| Developed technology | ||||||||||
| Trademarks and tradenames | ||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||||
| Total intangible assets, net | $ | $ | ||||||||
Amortization
expense was $
Amortization expense for the next five years is as follows:
| For the years ending December 31, | ||||
| 2024 (excluding the six months ended June 30, 2024) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| $ | ||||
| 17 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
11. GOODWILL
The changes in the carrying amount of goodwill for the period from January 1, 2024 through June 30, 2024 consisted of the following:
| Balance, January 1, 2024 | $ | |||
| Additions and adjustments | ||||
| Balance, June 30, 2024 | $ |
12. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Payroll and related benefits | $ | $ | ||||||
| Professional fees | ||||||||
| Accrued taxes | ||||||||
| Accrued settlement liability for equity holders of Forever 8 | ||||||||
| Accrued interest | ||||||||
| Accrued rent | ||||||||
| Other | ||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||
13. DUE TO AND FROM FORMER PARENT
As
of June 30, 2024 and December 31, 2023, the amount due to Vinco consists of net amounts 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, 2024 and December 31, 2023, the net amount due to Former Parent was $
On June 20, 2024, the Company and Vinco, its former parent, entered into an agreement (the “Vinco Amendment”) whereby Vinco agreed to accept the following payment terms to resolve all outstanding liabilities of the Company under the Vinco Agreement:
| ● | On
the first of each month starting July 1, 2024 through September 1, 2024, the Company will deliver to Vinco $ | |
| ● | On
the first of each month starting October 1, 2024 through December 1, 2024, the Company will deliver to Vinco $ | |
| ● | On
the first of each month starting January 1, 2025 through December 31, 2025, the Company will deliver to Vinco $ |
In the event the Company determines to satisfy the 2025 payment obligation through the issuance of the Shares, the Company will ensure that such Shares are registered for resale with the Securities and Exchange Commission such that such Shares may be freely traded by Vinco after their issuance.
Upon payment of the amounts referenced above, the remaining amounts owed and due under the Vinco Agreement will be cancelled and all obligations of both the Company and Vinco pursuant to the Agreement will be deemed fully satisfied.
Forgiveness of the amount due to former parent for the three months ended
June 30, 2024 and 2023 was $
| 18 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| June 30, 2024 | December 31, 2023 | |||||||
| Lines of credit % - % | $ | $ | ||||||
The lines of credit mature on June 30, 2024 with an extension available until September 30, 2024 at the Company’s option. The Company has extended the maturity dates to .
Interest expense under lines of credit was $ and $ for the three months ended June 30, 2024 and 2023, respectively, and $ and $ for the six months ended June 30, 2024 and 2023, respectively.
15. LINES OF CREDIT – RELATED PARTIES
Principal due under the lines of credit – related parties was as follows at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Lines of credit | $ | $ | ||||||
Interest
expense under lines of credit – related parties was $
16. CONVERTIBLE NOTES PAYABLE
Principal due under the convertible note payable was as follows at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Note payable, | ||||||||
| Less: debt discount | ||||||||
| Note payable, net | $ | $ | ||||||
Interest
expense under the convertible notes payable was $
and $
| 19 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
16. CONVERTIBLE NOTES PAYABLE (continued)
On October 23, 2023 (the “Effective Date”), the Company entered into a Prepayment and Redemption Agreement (the “Prepayment Agreement”), by and between the Company and an accredited investor (the “Investor”), pursuant to which, among things, the Company agreed to prepay the Notes (as defined below) and to redeem the March 2023 Warrant (as defined below), subject to the conditions set forth therein.
As
previously disclosed, pursuant to the Note Securities Purchase Agreement, the Company sold to the Investor the January 2022 Note, of
which an aggregate principal amount of $
Pursuant
to the Prepayment Agreement, the Company agreed to make an aggregate payment of $
On
February 26, 2024, pursuant to the Prepayment Agreement, the Company paid to Hudson Bay a final payment of $
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 $
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 $
| 20 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
17. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES
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. Principal due under the convertible note payable – related parties was as follows at June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Notes payable, | ||||||||
| Less: current portion | ||||||||
| Notes payable, long-term potion | $ | $ | ||||||
| Less: debt discount | ||||||||
| Notes payable, long-term portion, net | ||||||||
Interest
expense under convertible notes payable – related parties was $
On
March 17, 2024, the Company entered into an agreement to amend certain provisions of the Seller Notes (the “Seller Notes
Amendment”) previously issued under the terms of the MIPA. Pursuant to the Seller Notes Amendment, the Sellers agreed, among
other things, to (i) forgive, without the payment of any additional consideration, accrued interest on the Seller Notes in an
aggregate amount of approximately $
On
March 27, 2024, the Company issued
shares of common stock to convert $
Debt Forgiveness Agreement
On June 14, 2024, the Company entered into an agreement (the “Note Amendment”) in connection with the previously disclosed Membership Interest Purchase Agreement, dated September 14, 2022 (as amended, the “MIPA”), by and among the Company, Forever 8 Fund, LLC (“Forever 8”), the former members of Forever 8 (collectively, the “Sellers”) and Paul Vassilakos, in his capacity as representative of the Sellers.
Pursuant
to the Note Amendment, Sellers forgave, without the payment of any additional consideration, principal on the promissory notes
issued to the Sellers at the closing of the transactions contemplated by the MIPA in an aggregate amount of $
MIPA Amendment
On June 20, 2024, the Company entered into a further amendment to the MIPA (“MIPA Amendment”) pursuant to which the Sellers waived any right to receive an aggregate of Preferred Units (as defined in the MIPA) as provided for in the MIPA.
18. INCOME TAXES
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
CW
Machines, LLC is a limited liability company for income tax purposes and is owned
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 expense was $ and $ for the three and six months ended June 30, 2024. There is no income tax expense for the income generated for the three and six months ended June 30, 2024, since the Company has sufficient net operating losses to offset future earnings. Income tax benefit for the three and six months ended June 30, 2023 was $ and $. There is no income tax benefit for the losses for the three and six months ended June 30, 2023, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. 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, 2024, the Company had a net operating loss carryforward for federal income tax purposes of approximately $
| 21 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
19. STOCKHOLDERS’ EQUITY
Common
Stock. Prior to the Separation, Vinco owned
On March 16, 2023, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the 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.
ATM Agreement
On
April 25, 2024, the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Univest
Securities, LLC, as the sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to
time through or to the Agent, as sales agent or principal, shares of common stock having an aggregate offering price of up to $
The
Company will pay the Agent a commission of 3% of the aggregate gross sales prices of the shares of common stock under the ATM Agreement.
The Company will also reimburse the Agent for fees and disbursements of counsel to the Agent in an amount not to exceed $
The Company intends to use the net proceeds from the sale of shares of common stock pursuant to the ATM Agreement for working capital and general corporate purposes.
The ATM Agreement may be terminated (i) by the Company at any time in its sole discretion by giving five days’ written notice to the Agent or (ii) by the Agent, at any time in its sole discretion by giving written notice to the Company.
As
of June 30, 2024, the Company had sold
shares of common stock for net proceeds of $
Common stock issuances during the six months ended June 30, 2024:
On
January 30, 2024, the Company issued
shares of common stock fair valued at $
On
February 28, 2024, the Company issued
shares of common stock fair valued at $
On
February 22, 2024, the Company issued shares of common stock fair valued at $
On
March 19, 2024, the Company issued
shares of common stock fair valued at the time it was granted of $
On
March 27, 2024, the Company issued
shares of common stock fair valued at $
On
March 27, 2024, the Company issued
shares of common stock fair valued at the time it was granted of $
On
March 27, 2024, the Company issued
shares of common stock fair valued at $
On
March 27, 2024, the Company issued
shares of common stock fair valued at $
On
March 27, 2024, the Company issued
shares of common stock fair valued at $
On
March 27, 2024, the Company issued
shares of common stock fair valued at $
On
March 28, 2024, the Company issued
shares of common stock fair valued at $
On April 9, 2024, the Company issued a total of shares of common
stock fair valued at the time it was granted of $
On April 9, 2024, the Company issued a total of shares of common
stock fair valued at the time it was granted of $
On
April 10, 2024, the Company issued
shares of common stock valued at $
During the six months ended June 30, 2024, the Company issued shares of common stock under its ATM Agreement.
Preferred Stock: On January 17, 2023, 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 (“Series A Preferred Stock”), for each outstanding share of the Company’s common stock to stockholders of record at 5:00 p.m. Eastern Time on January 27, 2023.
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 authorized for issuance is .
| 22 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
20. 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
On
October 19, 2022, the Company entered into a commercial lease agreement with Foxx Trot Tango, LLC to lease approximately
Effective June 19, 2024, the Company entered into a settlement agreement
(the “Settlement Lease Agreement”) with TXC Services LLC, the previous landlord for its leased properties in Georgia (“Landlord”).
Pursuant to the Lease Agreement, the Landlord agreed to accept payment of $
Rent
expense was $
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:
Milestone
2:
Milestone
3:
None of the above milestones were met as of June 30, 2024.
| 23 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
21. SEGMENTING REPORTING
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 three and six months ended June 30, 2024 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, 2024 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.
Segment information available with respect to these reportable business segments for the three and six months ended June 30, 2024 and 2023 was as follows:
| For
the Three Months Ended June 30, | For
the Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Total segment and consolidated revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Total segment and consolidated cost of revenues | $ | $ | $ | $ | ||||||||||||
| Gross profit: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Total segment and consolidated gross profit | $ | $ | $ | $ | ||||||||||||
| Income (loss) from operations: | ||||||||||||||||
| Inventory Management Solutions | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Corrugated | ||||||||||||||||
| Corporate | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total segment and consolidated loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Depreciation and amortization: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Total segment and consolidated depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Revenues by geography: | ||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||
| Europe | ||||||||||||||||
| Total geography and consolidated revenues | $ | $ | $ | $ | ||||||||||||
| Segment capital expenditures: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total segment and consolidated capital expenditures | $ | $ | $ | $ | ||||||||||||
| Segment total assets: | ||||||||||||||||
| Inventory Management Solutions | $ | $ | $ | $ | ||||||||||||
| Corrugated | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total segment and consolidated assets | $ | $ | $ | $ | ||||||||||||
| 24 |
EIGHTCO HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
22. SUBSEQUENT EVENTS
The Company sold a total of shares of common stock from July 1, 2024 through the date of this report
for net proceeds of $
On
August 8, 2024, Eightco Holdings Inc. (the “Company”) held a special meeting of stockholders called by the Company (the “Meeting”)
to approve a proposal to amend to the Company’s Certificate of Incorporation to effect a reverse stock split of all of the outstanding
shares of the Company’s common stock, par value $ per share (the “Common Stock”), at a ratio of
The Company’s stockholders voted on the following proposal at the Meeting, which was approved:
| (1) | Proposal
No. 1 — The Reverse Stock Split Proposal — a proposal to amend the Company’s Certificate of Incorporation
to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $ per share,
at a ratio of |
| For | Against | Abstain | Broker Non-Votes | |||
On August 8, 2024, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate the reverse split.
On
August 13, 2024, the Company announced the reverse split would be completed with an effectiveness date of August 16, 2024. The Company
has not giving effect in these condensed consolidated financial statements to the
| 25 |
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 4, 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.
Executive Changes
O’Donnell Severance Agreement
On March 17, 2024, Kevin O’Donnell resigned as Executive Chairman and Interim Chief Executive Officer of the Company, effective immediately. Mr. O’Donnell’s resignation was not the result of any disagreement regarding any matter relating to the Company’s operations, policies, or practices.
In connection with Mr. O’Donnell’s resignation from these positions, on March 17, 2024, the Company and Kevin O’Donnell entered into a General Release and Severance Agreement (the “O’Donnell Severance Agreement”), effective as of March 17, 2024 (the “O’Donnell Effective Date”). The O’Donnell Severance Agreement terminated the amended and restated employment agreement, by and between the Company and Mr. O’Donnell, effective as of October 21, 2022 (the “O’Donnell Employment Agreement”) and no party has any further obligation or liability thereunder except as related to any obligations that survive the employment termination, including but not limited to the obligations set forth under the Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement, attached to the O’Donnell Employment Agreement.
| 26 |
Pursuant to the O’Donnell Severance Agreement, the Company will provide Mr. O’Donnell with (i) back pay wages through the Separation Date in the amount of $138,000, less all lawful and authorized withholdings and deductions, to be paid as soon as practicable following the O’Donnell Effective Date and (ii) severance equal to 24 months of Mr. O’Donnell’s base salary, less all lawful and authorized withholdings and deductions, under the O’Donnell Employment Agreement. Pursuant to the O’Donnell Severance Agreement, the Company shall also provide Mr. O’Donnell with (i) reimbursement of the premiums associated with the continuation of Mr. O’Donnell’s health insurance for the period commencing on the Separation Date through and including September 27, 2024, pursuant to applicable law, (ii) reimbursement of expenses in accordance with the Company’s expense reimbursement policy, and (iii) the full vesting of any earned, outstanding and unvested shares of Common Stock subject to the Plan (as define below). The O’Donnell Severance Agreement also provides for a mutual waiver and release of any claims in connection with Mr. O’Donnell’s employment, separation and departure from the Company, and for certain customary covenants regarding confidentiality.
Appointment of Paul Vassilakos as Executive Chairman and Chief Executive Officer
In connection with Mr. O’Donnell’s resignation from his positions as Executive Chairman and Interim Chief Executive Officer,
on March 17, 2024, the Board appointed Paul Vassilakos as Executive Chairman and Chief Executive Officer of the Company, effective immediately,
to serve until a successor is chosen and qualified, or until his earlier resignation or removal.
In connection with Mr. Vassilakos’ appointment as the Executive Chairman and Chief Executive Officer of the Company, on March 17, 2024, the Company and Mr. Vassilakos entered into an Employment Agreement (the “Vassilakos Employment Agreement”), which supersedes and replaces the Employment Agreement dated October 16, 2022, by and between Mr. Vassilakos, the Company and Forever 8. The Vassilakos Employment Agreement provides for an initial term of two years, unless earlier terminated in accordance therein, and automatic renewals for successive one (1) year terms unless either party provides timely written notice otherwise.
Pursuant to the terms of the Vassilakos Employment Agreement, Mr. Vassilakos will be entitled to a base salary payable at the annualized rate of $300,000 per year (the “Vassilakos Base Salary”). Mr. Vassilakos is eligible for an annual cash bonus opportunity equal to up to 75% of the Vassilakos Base Salary and awards of restricted stock units up to 100% of the Vassilakos Base Salary, subject to the terms and conditions of the Eightco Holdings Inc. 2022 Long-Term Incentive Plan (the “Plan”) and the Company’s form of restricted stock unit agreement (the “Vassilakos Bonus”), based on certain milestones to be determined in the sole and absolute discretion of the Board. Mr. Vassilakos may also be eligible for additional compensation in the sole and complete discretion of the Board or the Compensation Committee of the Board.
| 27 |
Mr. Vassilakos will be eligible to participate in all health, medical, dental and life insurance policies offered to employees of the Company, and the Company will pay all applicable premiums. The Company will reimburse Mr. Vassilakos for all reasonable out-of-pocket expenses incurred by him in the conduct of the Company’s business. The Vassilakos Employment Agreement provides Mr. Vassilakos with four (4) weeks of paid vacation and five (5) days of paid personal time. The Vassilakos Employment Agreement also provides Mr. Vassilakos with liability insurance coverage and shall reimburse certain financial planning expenses incurred by Mr. Vassilakos. Pursuant to the terms and provisions of the Vassilakos Employment Agreement, Mr. Vassilakos and the Company have entered into a standard indemnification agreement (the “Indemnification Agreement”).
In the event the Company terminates Mr. Vassilakos’ employment without cause (as defined in the Vassilakos Employment Agreement), Mr. Vassilakos will receive (i) the Accrued Obligations (as defined in the Vassilakos Employment Agreement) and (ii) severance in the amount of equal to the Vassilakos Base Salary for twelve (12) months, less applicable payroll deductions and tax withholdings. In addition, this termination will cause the vesting of all equity awards subject to the terms of the Plan held by Mr. Vassilakos and entitle Mr. Vassilakos to reimbursement of premiums associated with the continuation of health insurance benefits provided under the Vassilakos Employment Agreement during the remaining Term of Employment (as defined in the Vassilakos Employment Agreement).
On March 17, 2024, the Board approved grants of fully vested stock options in the aggregate amount of 451,560 shares of Common Stock to certain officers, employees and consultants of the Company, subject to the terms and conditions of the Plan and the form of the nonqualified stock option agreement. The Board also approved grants of fully vested stock options outside of the Plan in the aggregate amount of 648,110 shares of Common Stock to certain officers, employees and consultants of the Company, subject to the terms and conditions of the form of the nonqualified stock option agreement.
On March 17, 2024, the Board approved compensation for services to be rendered by its independent directors in 2024 in the following amounts: (i) $40,000 in cash, paid quarterly in four installments during 2024, (ii) 42,500 fully-vested restricted shares of Common Stock, subject to the terms and conditions of the Plan and the Company’s standard restricted stock award agreement and (iii) grants of fully vested stock options permitting each director to acquire up to 100,000 shares of Common Stock with (a) a date of grant as of March 17, 2024, (b) an exercise price equal to the greater of (x) the Fair Market Value (as defined in the Plan) on the date of grant and (y) $0.82 and (c) a five-year term, subject to the terms and conditions of the Plan and the form of the nonqualified stock option agreement.
On March 15, 2024, Forever 8 entered into the Series D Loan and Security Agreement (the “Series D Agreement”), with the lenders party thereto from to time (collectively, the “Lenders”) for an amount of up to $5,000,000.
In connection with the Series D Agreement, on March 15, 2024, Forever 8 also entered into a Subordination Agreement (the “Subordination Agreement”) with each of the Lenders, the several individuals, financial institutions or entities from time to time party thereto (collectively, the “Senior Lenders”) and the collateral agent for the Senior Lenders. Forever 8 additionally entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the lenders party thereto and the collateral agent for such lenders.
McFadden Severance Agreement and Amendment
On February 26, 2024, the Company and Brian McFadden entered into General Release and Severance Agreement, (the “McFadden Severance Agreement”), effective as of the eighth day following the McFadden Severance Agreement (the “McFadden Effective Date”) in connection with Mr. McFadden’s resignation as Chief Executive Officer of the Company, effective as of December 31, 2023 (the “Separation Date”). Pursuant to the McFadden Severance Agreement, Mr. McFadden is eligible to receive $146,683 in accrued but unpaid base salary through the Separation Date in four quarterly payments of $36,670.75 each, less all applicable tax withholdings, by December 31, 2024.
In consideration of the McFadden Severance Agreement, the release therein and Mr. McFadden’s resignation as Chief Executive Officer of the Company, the Company shall provide Mr. McFadden severance pay in the gross amount of amount of $422,500, less all lawful and authorized withholdings and deductions (the “Severance Payment”), which Severance Payment shall be paid in four quarterly installments of $105,625 per each installment, payable at the Company’s option in either cash or Common Stock, with the payment to be made as follows: (i) as of the McFadden Effective Date, on which such date Mr. McFadden shall be granted, in lieu of cash, 128,811 fully-vested restricted shares of the Common Stock at a price of $0.82 per share, which such shares of Common Stock subject to the terms and conditions of the Company’s 2022 Long-Term Incentive Plan (the “Plan”), and as of each of (ii) April 1, 2024, (iii) July 1, 2024, and (iv) October 1, 2024, payable at the Company’s option, in either cash or Common Stock. The shares of Common Stock to be issued to Mr. McFadden under installments (ii), (iii) and (iv), if applicable, shall be fully vested and the number of shares to be issued shall be determined based on the volume weighted average trading price of the Common Stock on the principal exchange on which the Common Stock is listed or admitted to trade during the period of 10 trading days immediately prior to the date of such issuance.
| 28 |
Pursuant to the McFadden Severance Agreement, the Company shall also reimburse to Mr. McFadden the premiums associated with the continuation of Mr. McFadden’s health insurance for the period commencing on the Separation Date through December 31, 2024, pursuant to applicable law, and approved but unpaid business expenses through the Separation Date within 30 days following McFadden Effective Date.
Pursuant to the McFadden Severance Agreement, as of the Separation Date, the amended and restated employment agreement, by and between the Company and Mr. McFadden, effective as of September 27, 2022 (the “McFadden Employment Agreement”), terminated and no party has any further obligation or liability thereunder except as related to any obligations that survive employment termination, including but not limited to the obligations set forth under the Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement (the “Restrictive Covenants Agreement”), attached to the McFadden Employment Agreement. Notwithstanding the foregoing, the Company has agreed to waive certain post-termination obligations as related to certain non-competition and non-compete provisions in the Restrictive Covenants Agreement.
Pursuant to the McFadden Severance Agreement, for a period of 8 weeks following the Separation Date, Mr. McFadden agreed to reasonably cooperate with the Company in the transition of positions. Additionally, Mr. McFadden remained a director of the Company’s board of directors (the “Board”) under the standard terms, conditions, and bylaws of the Company from the Separation Date through March 31, 2024, at which time Mr. McFadden resigned from the Board. The McFadden Severance Agreement also provides for a mutual waiver and release of any claims in connection with Mr. McFadden’s employment, separation and departure from the Company, and for certain customary covenants regarding confidentiality.
On March 17, 2024, the Board approved the entry by the Company into the First Amendment to McFadden Severance Agreement to amend Mr. McFadden’s end date of service on the Board to March 17, 2024.
Vroman Severance Agreement and Consulting Agreement
On February 26, 2024, the Company and Brett Vroman entered into General Release and Severance Agreement, (the “Vroman Severance Agreement”), effective as of the eighth date following the Vroman Severance Agreement (the “Vroman Effective Date”) in connection with the termination of the amended and restated employment agreement, by and between the Company and Mr. Vroman, effective as of September 27, 2022 (the “Vroman Employment Agreement”). Pursuant to the Vroman Severance Agreement, as of the Separation Date, the Vroman Employment Agreement shall terminate forever, and no party shall have any further obligation or liability thereunder except as related to any obligations that survive employment termination, including but not limited to the obligations set forth under the Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement, attached to the Vroman Employment Agreement.
Additionally, on February 22, 2024, the Company and CXO Lite, LLC, a limited liability company organized under the laws of Pennsylvania, of which Mr. Vroman is the sole member, entered into a consulting agreement (the “Consulting Agreement”) pursuant to which Mr. Vroman shall be engaged and continue to serve the Company as its Chief Financial Officer. Pursuant to the Consulting Agreement, the Company has agreed to compensate Mr. Vroman at a rate of $10,000 per month for services rendered as Chief Financial Officer of the Company, commencing as of January 1, 2024. The term of the Consulting Agreement shall automatically renew on a month-to-month basis unless terminated by either the Company or Mr. Vroman upon 30 days written notice to the other party. The Consulting Agreement additionally provides for certain customary covenants regarding confidentiality.
| 29 |
Pursuant to the Vroman Severance Agreement, the Company will provide Mr. Vroman with (i) back pay wages through the Separation Date in the amount of $151,615.46, less all lawful and authorized withholdings and deductions, to be paid as soon as practicable following the Vroman Effective Date and (ii) severance of 24 months of Mr. Vroman’s base salary, less all lawful and authorized withholdings and deductions, under the Vroman Employment Agreement. Pursuant to the Vroman Severance Agreement, the Company shall also reimburse to Mr. Vroman the premiums associated with the continuation of Mr. Vroman’s health insurance for the period commencing on the Separation Date through December 31, 2024, pursuant to applicable law, expenses in accordance with the Company’s expense reimbursement policy, and the full vesting of any earned shares of Common Stock. The Vroman Severance Agreement also provides for a mutual waiver and release of any claims in connection with Mr. Vroman’s employment, separation and departure from the Company, and for certain customary covenants regarding confidentiality.
Recent Financings
At-The-Market Issuance Sales Agreement
On April 25, 2024, the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Univest Securities, LLC, as the sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through or to the Agent, as sales agent or principal, shares of common stock having an aggregate offering price of up to $2,000,000.
The Company will pay the Agent a commission of 3% of the aggregate gross sales prices of the shares sold pursuant to the ATM Agreement. The Company will also reimburse the Agent for fees and disbursements of counsel to the Agent in an amount not to exceed $37,000 in connection with the signing of the ATM Agreement.
The Company intends to use the net proceeds from the sale of shares under the ATM Agreement for working capital and general corporate purposes.
As of the date of this filing, a total of 150,019 shares have been sold under the ATM Agreement.
February 2024 Private Placement
On February 26, 2024, the “Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 865,856 shares (the “Shares”) of the Company’s common stock at a purchase price of $0.82 per Share (the “Private Placement”). The Company received aggregate gross proceeds from the Private Placement of approximately $0.71 million. The Shares are being offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) and Regulation D promulgated thereunder for transactions not involving a public offering.
| 30 |
Series A Financing
On May 30, 2023, Forever 8 (the “Borrower”), entered into a Loan and Security Agreement (the “Agreement”) with several individuals, financial institutions and entities (collectively, the “Lenders”). Under the terms of the Agreement, each Lender will severally (and not jointly) make available to Borrower, in an amount not to exceed its respective Commitment, a Loan Advance amount to be determined by the Lender (as such amount may be increased, the “Aggregate Commitment”) in the aggregate, of which (x) a certain amount will be deposited into an account of the Borrower in accordance with its written instructions (the “Initial Loan Advance”) and (y) the remaining balance of the Aggregate Commitment after deducting the Initial Loan Advance shall be deposited into the Escrow Account (the “Escrow Funds”). The Borrower may, at any time, request an advance for all or a portion of the Escrow Funds (each such advance, a “Subsequent Draw”).
The Borrower issued a Promissory Note (the “Note”) to each of the Lenders in the amount of the Lender’s respective Initial Loan Advance. The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 15.00% per annum. The Borrower shall pay each Lender, according to its Applicable Percentage, an unused commitment fee on the actual daily amount of the Unused Commitment Amount during the immediately preceding calendar quarter at the rate of five percent (5.00%) per annum (the “Unused Commitment Fee”). In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, the Initial Loan Advance and all Subsequent Draws, including principal, interest, compounded interest, and professional fees thereupon, shall upon the election of the Lenders, bear interest at the Interest Rate, plus five (5) percentage points. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower grants to Lenders a security interest in all of Borrower’s right, title, and interest in and to all Inventory or Equipment and machinery, in each case, purchased (or refinanced) with the proceeds of the Initial Loan Advance and any Subsequent Draw, and, to the extent not otherwise included, all Proceeds of each of the foregoing and all products, additions, increases and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing (collectively, the “Collateral”).
As of the date of this filing, $3,425,000 has been committed by the Lenders.
Series B Financing
On October 6, 2023, the Borrower, entered into a Series B Loan and Security Agreement (the “Series B Agreement”) with an individual (the “Lender”). Under the terms of the Series B Agreement, the Lender will make available to Borrower, in an amount not to exceed its respective Commitment, a Loan Advance amount to be determined by the Lender (as such amount may be increased, the “Aggregate Commitment”) in the aggregate, of which (x) a certain amount will be deposited into an account of the Borrower in accordance with its written instructions (the “Initial Loan Advance”) and (y) the remaining balance of the Aggregate Commitment after deducting the Initial Loan Advance shall be deposited into the Escrow Account (the “Escrow Funds”). The Borrower may, at any time, request an advance for all or a portion of the Escrow Funds (each such advance, a “Subsequent Draw”).
The Borrower issued a Promissory Note (the “Note”) to the Lender in the amount of the Lender’s respective Initial Loan Advance. The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 15.00% per annum. The Borrower shall pay each Lender, according to its Applicable Percentage, an unused commitment fee on the actual daily amount of the Unused Commitment Amount during the immediately preceding calendar quarter at the rate of five percent (5.00%) per annum (the “Unused Commitment Fee”). In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, the Initial Loan Advance and all Subsequent Draws, including principal, interest, compounded interest, and professional fees thereupon, shall upon the election of the Lender, bear interest at the Interest Rate, plus five (5) percentage points. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
| 31 |
As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower grants to Lender a security interest in all of Borrower’s right, title, and interest in and to all Inventory or Equipment and machinery, in each case, purchased (or refinanced) with the proceeds of the Initial Loan Advance and any Subsequent Draw, and, to the extent not otherwise included, all Proceeds of each of the foregoing and all products, additions, increases and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing (collectively, the “Collateral”).
From October 12, 2023, through February 26, 2024, the Borrower entered into Lender Joinder Agreements (the “Joinder Agreement”) with several individuals and entities (the “Subsequent Lenders”). Under the terms of the Joinder Agreement, the Subsequent Lenders agreed to become a Lender and be bound by the terms of the Series B Agreement as a Lender pursuant to Section 2.6 of the Series B Agreement.
As of the date of this filing, $275,000 has been committed by the Lenders.
Series C Financing
On October 19, 2023, the Borrower, entered into a Series C Loan and Security Agreement (the “Series C Agreement”) with an individual (the “Lender”). Under the terms of the Series C Agreement, the Lender will make available to Borrower, in an amount not to exceed its respective Commitment, a Loan Advance amount to be determined by the Lender (as such amount may be increased, the “Aggregate Commitment”) in the aggregate, of which (x) a certain amount will be deposited into an account of the Borrower in accordance with its written instructions (the “Initial Loan Advance”) and (y) the remaining balance of the Aggregate Commitment after deducting the Initial Loan Advance shall be deposited into the Escrow Account (the “Escrow Funds”). The Borrower may, at any time, request an advance for all or a portion of the Escrow Funds (each such advance, a “Subsequent Draw”).
The Borrower issued a Promissory Note (the “Note”) to the Lender in the amount of the Lender’s respective Initial Loan Advance. The principal balance of the Initial Loan Advance and each Subsequent Draw shall bear interest thereon from the Closing Date and applicable Advance Date, respectively, at 18.00% per annum. The Borrower shall pay the Lender, according to its Applicable Percentage, an unused commitment fee on the actual daily amount of the Unused Commitment Amount during the immediately preceding calendar quarter at the rate of five percent (5.00%) per annum (the “Unused Commitment Fee”). In the event any payment is not paid on or within five (5) Business Days of the scheduled payment date, an amount equal to two percent (2.00%) of the past due amount shall be payable on demand, in addition to interest accruing. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, the Initial Loan Advance and all Subsequent Draws, including principal, interest, compounded interest, and professional fees thereupon, shall upon the election of the Lenders, bear interest at the Interest Rate, plus five (5) percentage points. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded.
As security for the prompt and complete payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, Borrower grants to Lender a security interest in all of Borrower’s right, title, and interest in and to all Inventory or Equipment and machinery, in each case, purchased (or refinanced) with the proceeds of the Initial Loan Advance and any Subsequent Draw, and, to the extent not otherwise included, all Proceeds of each of the foregoing and all products, additions, increases and accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing (collectively, the “Collateral”).
As of the date of this filing, $2,900,000 has been committed by the Lenders.
Series D Financing
On March 15, 2024, Forever 8 entered into the Series D Loan and Security Agreement (the “Series D Agreement”), with the lenders party thereto from to time (collectively, the “Lenders”) for an amount of up to $5,000,000.
| 32 |
In connection with the Series D Agreement, on March 15, 2024, Forever 8 also entered into a Subordination Agreement (the “Subordination Agreement”) with each of the Lenders, the several individuals, financial institutions or entities from time to time party thereto (collectively, the “Senior Lenders”) and the collateral agent for the Senior Lenders. Forever 8 additionally entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the lenders party thereto and the collateral agent for such lenders. As of the date of this filing, a total of $250,000 has been committed by a Lender.
As of the date of this filing, $600,000 has been committed by the Lenders.
Nasdaq Deficiency Notice
On September 29, 2023, the Company received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum bid price requirement of $1.00 per share set forth in the Nasdaq Listing Rules (the “Minimum Bid Price Rule”) based on the closing bid price of the Company’s listed securities for the 31 consecutive business days from August 16, 2023 to September 28, 2023. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until March 27, 2024, to regain compliance with the Minimum Bid Price Rule. On March 28, 2024, the Company received a staff determination letter (the “Staff Determination Letter”) from Nasdaq informing the Company that the Company had not regained compliance with the Minimum Bid Price Rule. The Staff Determination Letter noted that unless the Company requested an appeal of the staff’s determination, the Company’s securities would be scheduled for delisting from The Nasdaq Capital Market.
On April 9, 2024, the Company received a second staff determination letter (the “Additional Staff Determination Letter”) from Nasdaq indicating that the Company was also not in compliance with a requirement of the rules for continued listing on Nasdaq that the Company maintain a minimum of $2,500,000 in stockholders’ equity (the “Minimum Equity Rule”).
The Company timely requested an appeal of the staff’s determination to a Hearings Panel.
On June 27, 2024, the Hearings Panel granted the Company’s request for continued listing on Nasdaq, subject to certain conditions.
On June 28, 2024, in order to meet certain of the conditions required by the Hearings Panel, the Company filed a preliminary proxy statement with the Securities and Exchange Commission seeking shareholder approval to effect a reverse stock split of all of the outstanding shares of the Company’s common stock at a ratio of 1-for-5.
Neither the Staff Determination Letter nor the Additional Staff Determination Letter has any current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. The Company intends to resolve the deficiencies mentioned above and regain compliance with the Nasdaq Listing Rules; however, there is no guarantee that the Company will be able to do so. Ultimately, if the Company is not able to resolve the deficiencies and regain compliance with the Nasdaq Listing Rules, the Company’s common stock may be delisted from Nasdaq.
| 33 |
Critical Accounting Policies and Significant Judgments and Estimates
There have been no changes to our critical accounting policies during the nine months ended September 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.
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.
Restructuring and Severance Expenses
Restructuring and severance expenses consist of costs associated with organizational changes, including employee severance payments, benefits continuation, contract terminations, asset impairments, and other expenses related to restructuring initiatives.
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.
Gain on Forgiveness of Earnout
Gain on forgiveness of earnout includes the gain recognized related to the forfeiture of the earnout rights by the Sellers of Forever 8.
Gain on Extinguishment of Liabilities
Gain on extinguishment of liabilities includes the gain recognized related to the settlement of the due to former parent liability with Vinco Ventures, Inc.
Loss on Issuance of Warrants
Loss on issuance of warrants includes the fair value adjustments related to changes and amendments to the warrants.
Other Income
Other income includes the interest income received the Wattum Note.
| 34 |
Results of Operations
Three Months Ended June 30, 2024 versus Three Months Ended June 30, 2023
The following table sets forth information comparing the components of net (loss) income for the three months ended June 30, 2024 and 2023:
| Three months Ended June 30, | Period over Period Change | |||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||
| Revenues, net | $ | 7,017,013 | $ | 20,547,153 | $ | (13,530,140 | ) | -65.85 | % | |||||||
| Cost of revenues | 5,239,202 | 18,017,259 | (12,778,057 | ) | -70.92 | % | ||||||||||
| Gross profit | 1,777,811 | 2,529,894 | (752,083 | ) | -29.73 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 3,461,221 | 4,717,556 | (1,256,335 | ) | -26.63 | % | ||||||||||
| Restructuring and severance | - | 283,686 | (283,686 | ) | -100.00 | % | ||||||||||
| Impairment | - | 292,748 | (292,748 | ) | -100.00 | % | ||||||||||
| Total operating expenses | 3,461,221 | 5,293,990 | (1,832,769 | ) | -34.62 | |||||||||||
| Operating (loss) | (1,683,410 | ) | (2,764,096 | ) | 1,080,686 | -35.84 | % | |||||||||
| Other (expense) income: | ||||||||||||||||
| Interest (expense) | (1,323,594 | ) | (2,736,333 | ) | 1,412,739 | -51.63 | % | |||||||||
| Loss on issuance of warrants | - | (3,387,604 | ) | 3,387,604 | -100.00 | % | ||||||||||
| Gain on extinguishment of liabilities | 7,427,193 | - | 7,427,193 | 100.00 | % | |||||||||||
| Other income | 28,703 | 34,785 | (6,082 | ) | -17.48 | % | ||||||||||
| Total other (expense) income, net | 6,132,302 | (6,089,152 | ) | 12,221,454 | -200.70 | % | ||||||||||
| Income (loss) before income taxes | 4,448,892 | (8,853,248 | ) | 13,302,140 | -150.25 | % | ||||||||||
| Income tax expense (benefit) | - | - | - | - | % | |||||||||||
| Net income (loss) | $ | 4,448,892 | $ | (8,853,248 | ) | $ | 13,302,140 | -150.25 | % | |||||||
Revenue
For the three months ended June 30, 2024, revenues decreased by $13,530,140 or 65.85%, as compared to the three months ended June 30, 2023. The decrease was largely attributable to the decreased sale of goods from revenue derived from the inventory management solutions business due to the Company’s utilization of capital to repay its outstanding convertible notes payable.
Cost of Revenues
For the three months ended June 30, 2024, cost of revenues decreased by $12,778,057 or 70.92%, as compared to the three months ended June 30, 2023. The decrease was largely attributable to the decrease in total revenues for our inventory management solutions business.
Gross Profit
For the three months ended June 30, 2024, gross profit decreased by $752,083 or 29.73%, as compared to the three months ended June 30, 2023. The decrease was largely attributable to a decrease in lower margin sales in the inventory management solutions business.
Operating Expenses
Selling, general and administrative expenses were $3,461,221 and $4,717,556 for the three months ended June 30, 2024 and 2023, respectively, representing a decrease of $1,256,335, or 26.63%. The decrease was largely attributable to the decrease in professional fees, payroll costs, insurance expense and rent expense.
Restructuring and severance were $0 and $283,686 for the three months ended June 30, 2024 and 2023, respectively, representing an decrease of $283,686, or 100.00%. The decrease was largely attributable to no further restructuring for the three months ended June 30, 2024.
Interest Expense
Interest expense was $1,323,594, for the three months ended June 30, 2024, versus $2,736,333 for the three months ended June 30, 2023. The decrease in interest expense was largely attributable to the repayment of convertible notes.
Loss on Issuance of Warrants
Loss on issuance of warrants was $0, for the three months ended June 30, 2024, versus $3,387,604 for the three months ended June 30, 2023. The decrease is due to no further warrant amendments and a significant decrease in the number of outstanding warrants as of June 30, 2024.
Gain on Extinguishment of Liabilities
Gain on extinguishment of liabilities was $7,427,193, for the three months ended June 30, 2024, versus $0 for the three months ended June 30, 2023. The increase in gain on extinguishment of liabilities was attributable to the reduction in liability due to its former parent under the terms of the Vinco Amendment and Lease Amendment dated June 20, 2024.
Income Tax Expense
Income tax expense was $0 for the three months ended June 30, 2024 and 2023, respectively.
Net Income (Loss)
Net income was $4,448,892 for the three months ended June 30, 2024, versus a net loss of ($8,853,248) for the three months ended June 30, 2023. The increase in net income was largely attributable the Company’s other income in the amount of $6,132,302.
| 35 |
Six Months Ended June 30, 2024 versus Six Months Ended June 30, 2023
The following table sets forth information comparing the components of net (loss) income for the six months ended June 30, 2024 and 2023:
| Six months Ended June 30, | Period over Period Change | |||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||
| Revenues, net | $ | 16,636,833 | $ | 36,436,868 | $ | (19,800,035 | ) | -54.34 | % | |||||||
| Cost of revenues | 12,973,260 | 32,087,882 | (19,114,622 | ) | -59.57 | % | ||||||||||
| Gross profit | 3,663,573 | 4,348,986 | (685,413 | ) | -15.76 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 6,923,180 | 8,983,301 | (2,060,121 | ) | -22.93 | % | ||||||||||
| Restructuring and severance | 1,414,838 | 1,367,372 | 47,466 | 3.47 | % | |||||||||||
| Impairment | - | 292,748 | (292,748 | ) | -100.00 | % | ||||||||||
| Total operating expenses | 8,338,018 | 10,643,421 | (2,305,403 | ) | -21.66 | % | ||||||||||
| Operating (loss) income | (4,674,445 | ) | (6,294,435 | ) | 1,619,990 | -25.73 | % | |||||||||
| Other (expense) income: | ||||||||||||||||
| Interest (expense) | (2,522,365 | ) | (5,549,560 | ) | 3,027,195 | -54.55 | % | |||||||||
| Gain on forgiveness of earnout | 6,100,000 | - | 6,100,000 | 100.00 | % | |||||||||||
| Gain on extinguishment of liabilities | 7,427,193 | - | 7,427,193 | 100.00 | % | |||||||||||
| Loss on issuance of warrants | - | (46,928,815 | ) | 46,928,815 | -100.00 | % | ||||||||||
| Other income | 59,472 | 68,422 | (8,950 | ) | -13.08 | % | ||||||||||
| Total other income (expense), net | 11,064,300 | (52,409,953 | ) | 63,474,253 | -121.11 | % | ||||||||||
| Income (loss) before income taxes | 6,389,855 | (58,704,388 | ) | 65,094,243 | -110.88 | % | ||||||||||
| Income tax expense (benefit) | - | - | - | 0.00 | % | |||||||||||
| Net income (loss) | $ | 6,389,855 | $ | (58,704,388 | ) | $ | 65,094,243 | -110.88 | % | |||||||
Revenue
For the six months ended June 30, 2024, revenues decreased by $19,800,035 or 54.34%, as compared to the six months ended June 30, 2023. The decrease was largely attributable to the decreased sale of goods from the revenue derived from the inventory management solutions business.
Cost of Revenues
For the six months ended June 30, 2024, cost of revenues decreased by $19,114,622 or 59.57%, as compared to the six months ended June 30, 2023. The decrease was largely attributable to the decrease in total revenues for our inventory management solutions business.
Gross Profit
For the six months ended June 30, 2024, gross profit decreased by $685,413 or 15.76%, as compared to the six months ended June 30, 2023. The decrease was largely attributable to a decrease in revenue derived from the inventory management solutions business.
Operating Expenses
Selling, general and administrative expenses were $6,923,180 and $8,983,301 for the six months ended June 30, 2024 and 2023, respectively, representing a decrease of $2,060,121, or 22.93%. The decrease was largely attributable to the decrease in professional fees, payroll costs, insurance expense, rent expense, selling and warehousing fees and operating costs as a standalone public company.
Restructuring and severance were $1,414,838 and $1,367,372 for the six months ended June 30, 2024 and 2023, respectively, representing an increase of $47,466, or 3.47%. The decrease was largely attributable to the forgiveness rent of $930,000 incurred under the leased Georgia property.
Interest Expense
Interest expense was $2,522,365, for the six months ended June 30, 2024, versus $5,549,560 for the six months ended June 30, 2023. The decrease in interest expense was largely attributable to the repayment of convertible notes.
Gain on Extinguishment of Liabilities
Gain on extinguishment of liabilities was $7,427,193, for the six months ended June 30, 2024, versus $0 for the six months ended June 30, 2023. The increase in gain on extinguishment of liabilities was attributable to the reduction in liability due to its former parent under the terms of the Vinco Amendment and Lease Amendment dated June 20, 2024.
Gain on Forgiveness of Earnout
Gain on forgiveness of earnout was $6,100,000 for the six months ended June 30, 2024 versus $0 for the six months ended June 30, 2023. The increase in change in fair value of earnout was related to the forfeiture of the earnout shares by the sellers of Forever 8.
Loss on Issuance of Warrants
Loss on issuance of warrants was $0, for the six months ended June 30, 2024, versus $46,928,815 for the six months ended June 30, 2023. The decrease is due to no further warrant amendments and a significant decrease in the number of outstanding warrants as of June 30, 2024.
| 36 |
Other Income (Expense)
Other income (expense) was $59,472 for the six months ended June 30, 2024 versus $68,422 for the six months ended June 30, 2023. The decrease in total other income was largely attributable to lower outstanding principal on the notes receivable.
Income Tax Expense
Income tax expense was $0 for the six months ended June 30, 2024, versus an income tax benefit of $0 for the six months ended June 30, 2023, respectively.
Net Income (Loss)
Net income was $6,389,855 for the six months ended June 30, 2024, versus a net loss of ($58,704,388) for the six months ended June 30, 2023. The increase in net income was largely attributable to total other income of $11,064,300 for the six months ended June 30, 2024 versus total other loss of $(52,409,953) for the six months ended June 30, 2023.
Liquidity and Capital Resources
As reflected in the accompany financial statements for the six months ended June 30, 2024, the Company had net income of $6.4 million and as of June 30, 2024, had stockholders’ equity of $13.4 million and approximately $0.3 million in cash and cash equivalents as compared to $5.2 million at December 31, 2023. The Company expects that its current cash and cash equivalents are not sufficient to support its projected operating requirements for at least the next 12 months from this date. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued.
The Company expects to need additional capital in order to maintain revenues at 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.
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 | ||||||||
| 2024 | 2023 | |||||||
| Cash provided by (used in): | ||||||||
| Operating Activities | $ | (1,163,566 | ) | $ | (5,672,358 | ) | ||
| Investing Activities | (5,881 | ) | (92,278 | ) | ||||
| Financing Activities | (3,715,313 | ) | 4,559,110 | |||||
| Net increase (decrease) in cash and restricted cash | $ | (4,884,760 | ) | $ | (1,205,526 | ) | ||
Cash Flows for the Six Months Ended June 30, 2024 and 2023
Operating Activities
Net cash (used in) operating activities was ($1,163,566) during the six months ended June 30, 2024, which consisted primarily of net income of $6,389,855, depreciation and amortization of $1,218,430, amortization of debt issuance costs of $837,750, and changes in assets and liabilities of $3,566,551 offset largely by gain on extinguishment of liabilities of $7,427,193 and gain on forgiveness of earnout of $6,100,000. Net cash (used in) operating activities was ($5,672,358) 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).
Investing Activities
Net cash (used in) investing activities was ($5,881) during the six months ended June 30, 2024 compared to ($92,278) for the six months ended June 30, 2023. The decrease in net cash used in investing activities is largely attributable to the decrease in purchases of property and equipment and licensing agreements during the six months ended June 30, 2024.
Financing Activities
Net cash (used in) provided by financing activities was ($3,715,313) during the six months ended June 30, 2024 compared to $4,559,110 for the six months ended June 30, 2023. This increase of cash used in financing activities was largely attributable to proceeds used for the repayments of convertible notes payable of ($4,915,000) and decrease in borrowings from convertible notes payable in relation to the six months ended June 30, 2023.
The Company did not have any off-balance sheet arrangements as of June 30, 2024.
Known Trends, Events, Uncertainties and Factors That May Affect Future Operations
The impact of general economic conditions, actual and projected, including inflation, rising interest rates, lower consumer confidence, volatile capital markets, supply chain disruptions, uncertainty and volatility in the financial services sector and the impact of the Hamas-Israel and Russia-Ukraine conflicts, and government and business responses thereto, on the global economy and regional economies.
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.
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.
| 37 |
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, 2023, 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, 2024. 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 2024 and 2025.
Changes in Internal Control over Financial Reporting
During the three months ended June 30, 2024, there were no changes in our internal control over financial reporting that materially affected our internal control over financial reporting as of June 30, 2024.
| 38 |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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.
ITEM 1A. RISK FACTORS
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 2, 2024. There have been no material changes to these risks during the three months ended June 30, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities
On February 22, 2024, the Company issued 128,894 shares of common stock fair valued at $79,914 to satisfy outstanding fees for services performed due to the consultant.
On March 19, 2024, the Company issued 300,000 shares of common stock fair valued at $171,000 to a consultant for services performed related to investor relations.
On March 27, 2024, the Company issued 1,399,994 shares of common stock fair valued at $1,147,995 to satisfy a portion of the convertible notes payable due to the sellers of Forever 8.
On March 27, 2024, the Company issued 865,856 shares of common stock fair valued at $710,000 to investors related to proceeds received in a private investment in a public entity.
On March 27, 2024, the Company issued 252,169 shares of common stock fair valued at $206,799 to satisfy the cash settlement warrants assumed in the Forever 8 acquisition.
On March 27, 2024, the Company issued 120,974 shares of common stock fair valued at 99,199 to certain former Forever 8 security holders, pursuant to the settlement agreements by and among the Company and certain former Forever 8 security holders, as consideration for the immediate termination of the Company’s obligation to deliver such to the former Forever 8 securityholders the consideration provided for in the MIPA.
On March 28, 2024, the Company issued 73,171 shares of common stock fair valued at $60,000 to certain holders of the Series D Loan and Security Agreement.
On April 9, 2024, the Company issued a total of 100,000 shares of common stock fair valued at $80,000 to two consultants.
On April 10, 2024, the Company issued 89,177 shares of common stock fair valued at $55,289 to satisfy a portion of the outstanding severance due to the former employee.
The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
During
the three months ended June 30, 2024, no director or officer
| 39 |
ITEM 6. EXHIBITS
(b) Exhibits
The following documents are filed as exhibits hereto:
| 40 |
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Management contrac t and/or compensatory plan or arrangement |
| 41 |
SIGNATURES
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 14, 2024
| EIGHTCO HOLDINGS INC. | ||
| By: | /s/ Paul Vassilakos | |
| Name: | Paul Vassilakos | |
| Title: | Chief Executive Officer | |
| EIGHTCO HOLDINGS INC. | ||
| By: | /s/ Brett Vroman | |
| Name: | Brett Vroman | |
| Title: | Chief Financial Officer | |
| 42 |