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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 2)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 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: 001-41033

 (Exact
Name of Registrant as Specified in Its Charter)

 Delaware

 87-2755739

 (State
 or Other Jurisdiction

 (I.R.S.
 Employer

 of
 Incorporation or Organization)

 Identification
 No.)

Larry Holmes Dr., Suite 313

 Easton,
 PA

 18042

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (888) 765-8933

 (Registrant's
Telephone Number, Including Area Code)

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock, $0.001 par value per share

 OCTO

 Nasdaq Capital Market

registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

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.

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).

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

 Non-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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 The
aggregate market value on June 30, 2023 (the last business day of the Company's most recently completed second quarter) of the
voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock on that date, was
approximately $ 4,093,446. The registrant does not have non-voting common stock outstanding.

 As
of June 6, 2024, there were 8,752,487
shares of the registrant's common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None

 EXPLANATORY
NOTE

 This
Amendment No. 2 (this "Amendment") on Form 10-K/A amends the Company's Annual Report on Form 10-K for the year
ended December 31, 2023, as amended, of Eightco Holdings Inc., filed with the Securities and Exchange Commission on April 2, 2024
(the "Amended 10-K") to modify certain disclosures in the following sections of the Amended 10-K:

 Item 1. Business

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 8. Financial Statements and Supplementary Data

 Additionally, the Company is filing new certifications
required by the Sarbanes-Oxley Act of 2002.

 Other than as set forth above, this Amendment
does not reflect events occurring after the filing of the Amended 10-K, and no other information in the Amended 10-K is amended
hereby. Other events or circumstances occurring after the date of the Amended 10-K or other disclosures necessary to reflect
subsequent events have not been updated subsequent to the date of the Amended 10-K. Accordingly, this Amendment should be read in
conjunction with the Amended 10-K and our filings with the SEC subsequent thereto.

 TABLE
OF CONTENTS

 Page

 Number

 PART
 I

 Item
 1.

 PART
 II

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 8.

 Financial
 Statements and Supplementary Data

 PART
 IV

 Item

 Exhibits and Financial Statement Schedules

 Signatures

 PART
I

 ITEM
1. BUSINESS

 Our
company was established in 2021, initially composed of three businesses - the Web3 business, the BTC Mining Hardware Business and the
Packaging Business, which we acquired from our former parent company, Vinco Ventures, Inc. These businesses had a more extended operating
history than ours, and we include information related to their operations before our existence and acquisition in our discussions.

 On
October 1, 2022, the Company completed the acquisition of Forever 8 Fund, LLC ("Forever 8"), an e-commerce fintech company
that provides funding solutions for e-commerce businesses. The Company's business has since been focused primarily on the Packaging
Business and the business of Forever 8.

 Our
corporate headquarters are located in Easton, Pennsylvania, and our common stock is listed on the Nasdaq Capital Market under the symbol
"OCTO."

 Forever

 On
October 1, 2022, the Company completed the acquisition of Forever 8, an e-commerce fintech company. Forever 8 provides funding
solutions for e-commerce businesses which sell on Amazon, Shopify and other leading online platforms. Forever 8 uses proprietary
technology to review product sales data and determine funding potential for online retail entrepreneurs around the world. Forever
8's process is automated and does not require a personal guarantee, credit check or traditional lending requirements. Forever
8's unique approach directly purchases inventory on its customers' behalf, applies a mark-up and collects the revenue as
the products are sold. The Company assumes the role of supplier and acts as a principal in these transactions, and therefore
recognizes revenue on a gross basis. At the time of entering into an agreement with the customer, Forever 8 takes title and assumes
control of the inventory when it is purchased from its customers or directly from suppliers. This includes the responsibility for
managing the inventory. Forever 8 has full discretion over the pricing of the inventory sold to its customers, established at the
time of signing the agreement. Forever 8 also retains the right to liquidate inventory, exercising pricing discretion, particularly
if certain sales thresholds are not met, which could result in selling below cost. Forever 8 is not entitled to incremental fees
from vendor customers for unsold inventory but its pricing model includes variable pricing based on aged inventory. The primary
source of revenue is from the sale of inventory to its customers at a markup. Under the terms of the agreement, Forever 8 does not
have an option to put or sell unsold inventory back to vendor customers.

 In the fiscal years ended December 31, 2023 and 2022,
Forever 8 had revenue of $67,568,353 and $23,785,070, respectively.

 Packaging

 The
Packaging Business, through Ferguson Containers, manufactures and sells custom packaging for a wide variety of products. In our experience,
packaging has the capability to "tell" the products story, generating increased product awareness, promote brand image, and
drive unit growth. Senior management has more than 100 years of combined experience marketing, producing and delivering packaging materials.
A hallmark of our operation is our quick production cycle. We can often begin a production run within minutes of receipt of an order.
Many of our products are manufactured from 100% post-consumer recycled material. When production is complete, we typically ship the product
using our own trucks rather than relying on a common carrier. Ferguson Containers does not have long-term agreements with its customers,
and instead manufactures and sells its packaging products subject to purchase orders from its customers.

 In
the fiscal years ended December 31, 2023 and 2022, the Packaging Business had revenue of $7,729,131 and $8,035,709, respectively.

 Web3

 BlockHiro,
LLC was formed in November 2021 to do business as a Web3 company. We had planned to launch a character driven virtual ecosystem, Freescape,
comprised of themed interactive environments in 2022. Due to the current entertainment and gaming NFT market, we have decided to halt
work on the Freescape project.

 In the fiscal years ended
December 31, 2023 and 2022, the Company's Web3 business did not recognize any revenue. In the fiscal years ended December 31, 2023
and 2022, the Company's Web3 business incurred losses of $1,759 and $842,197, respectively.

 BTC
Mining Hardware Business

 CW
Machines, LLC, a Nevada limited liability company formed on October 2, 2021, was formed to hold the BTC Mining Hardware Business. The
BTC Mining Hardware Business, CW Machines, LLC, through a joint venture with Wattum Management Inc. and BBA Technology Inc., is focused
on bringing Bitcoin mining to the consumer level by offering Bitcoin mining equipment and co-location services. Eightco holds a 51% interest
in CW Machines, LLC.

 CW
Machines, LLC is a reseller of Bitcoin mining equipment and services. The equipment sales primarily focus on Bitcoin mining equipment
including Antminer S19s, Antminer S19 Pros, Whatsminer, and Canaan. Our Bitcoin mining services include reselling co-location services,
which offer a physical location and ancillary services allowing Bitcoin miners to mine for Bitcoin. These services are provided by third-parties.

 The
BTC Mining Hardware Business does not currently have any material commitments for capital expenditures. As of the date of this Annual
Report, the Company is not anticipating any future BTC mining equipment sales.

 In the fiscal years
ended December 31, 2023 and 2022, CW Machines, LLC had revenues of $0 and $9,590,100, respectively, and a net loss of $50 and $382,957, respectively. The net loss was due to consulting fees incurred related to the business.

 In the fiscal years
ended December 31, 2023 and 2022, the Company's incurred other BTC Mining business expenses of $964,111 and $2,115,026,
respectively. The costs included rent, utilities, security guard expenses and impairments.

Strategy

Holdings Inc. is committed to driving revenue growth through its existing subsidiaries, Forever 8 and Ferguson Containers. The Company
intends to expand Forever 8's market reach through strategic expansion while continuing to focus on revenue growth. Forever 8 generates
revenue through the purchase and sale of products while the Packaging Business earns revenue from the sale of goods and related services.

 The
Company plans to continually assess its businesses to allocate resources efficiently and maximize growth opportunities. With a diverse
range of industries and revenue sources, management believes they are well-positioned to navigate changing economic conditions and customer
preferences.

Holdings Inc. plans to expand through a combination of organic growth and strategic acquisitions. While strategic acquisitions may be
considered for the Packaging Business and Forever 8 Business, management believes that organic growth is the key to success through continued
sales efforts.

 The
company is dedicated to maintaining a close partnership with customers, which will enable them to effectively focus their efforts and
respond to changing demands. Management believes that by listening to customers and adapting to their needs and preferences, they can
remain relevant in constantly evolving industries.

 Competition

 We
operate and plan to operate in a competitive market and encounter competition from both domestic and foreign participants. We believe
we can effectively compete with our present competitors. We compete, and plan to compete, primarily based upon innovation, performance,
price, quality, reliability, durability, consumer brand awareness, and customer service and support. Our competitors include a large
number of private companies that directly compete with a number of our brands. Certain of our competitors may have more established brand
names and stronger distribution channels than we do and have, or have through their owners, access to financial and marketing resources
that are greater than we possess that may afford them the ability to invest more than we can in product development, intellectual property
and marketing.

 Competitors
to our Packaging Business include Sutherland Packaging, based in Andover, New Jersey, Acme Corrugated Box Company, based in Hatboro Pennsylvania,
and Trenton Corrugated Products, Inc., based in Ewing, Pennsylvania. Competitors to our Inventory Solutions Business include Clearco
and Payoneer. Competitors for our BTC Mining Hardware Business include Compass Mining, Miners Dep, and Alliance Miners. Our competitors
in the Web3 business will depend on what Web3 products we develop or acquire.

 Patents,
Trademarks, and Copyrights

 We
recognize the importance of innovation and protecting our intellectual property. We will apply for patents whenever we develop innovative
new products, unique designs, or processes of commercial importance and seek trademark protection when we believe they provide a marketing
advantage. We do not believe that our business is materially dependent on any single patent or trademark.

 We
rely on a combination of trade secrets, trademarks, trade dress, customer records, monitoring, brand protection services, confidentiality
agreements, and other contractual provisions to protect our intellectual property.

 We
intend to vigorously pursue and challenge infringements of our patents, trademarks, service marks, trade dress, and copyrights, as we
believe the goodwill associated with them is a cornerstone of our branding strategy.

 Information
Systems

 Our
information systems use software enterprise resource platforms, including procurement, inventory management, receivables management,
and accounting. We utilize QuickBooks Enterprise and Xero Accounting as our ERP systems.

 Seasonality

 Our
business is not seasonal and there are not large fluctuations with our operations between quarterly revenues based on the time of year.

 Government
Regulations

 Packaging
and Inventory Solutions Businesses

 Like
other manufacturers and distributors of consumer products, we are required to comply with a wide variety of federal, state, and international
laws, rules, and regulations, including those related to consumer products and consumer protection, advertising and marketing, labor
and employment, data protection and privacy, intellectual property, workplace health and safety, the environment, the import and export
of products, and tax matters. Our failure to comply with applicable federal, state, and international laws, rules, and regulations may
result in our being subject to claims, lawsuits, fines, and adverse publicity that could have a material adverse effect on our business,
operating results, and financial condition. These laws, rules, and regulations currently impose significant compliance requirements on
our business, and more restrictive laws rules and regulations may be adopted in the future.

 Web3
Business and BTC Mining Hardware Business

 The
laws and regulations applicable to digital assets, including those we intend to produce under our Web3 Business and the Bitcoins mined
by our BTC Mining Hardware Business customers, are evolving and subject to interpretation and change. Governments around the world have
reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without
restriction, while in some jurisdictions, such as in the U.S., digital assets are subject to extensive, and in some cases overlapping,
unclear and evolving regulatory requirements. As digital assets have grown in both popularity and market size, the U.S. Congress and
a number of U.S. federal and state agencies, including FinCEN, the CFTC, the SEC, FINRA, the CFPB, the Department of Justice, the Department
of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations
of digital assets networks, digital assets users and digital assets exchange markets. Ongoing and future regulatory actions may alter,
perhaps to a materially adverse extent, the nature of digital assets markets and our digital assets operations. Additionally, U.S. state
and federal and foreign regulators and legislatures have taken responsive action against digital assets businesses or enacted restrictive
regimes in response to hacks, consumer harm, or criminal activity stemming from digital assets activity. There is also increasing attention
being paid by U.S. federal, state, and local energy regulatory authorities as the total electricity consumption of cryptocurrency-mining
grows and potentially alters the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many State
legislative bodies are also actively reviewing the impact of cryptocurrency-mining in their respective states.

 Due
to the relatively short history of Bitcoin and digital assets, and their emergence as a new asset class, government regulation of blockchain
and digital assets is constantly evolving, with increased interest expressed by U.S. and international regulators.

 Government
regulation of blockchains and digital assets is under active consideration by the United States federal government via its agencies and
regulatory bodies, as well as by similar entities in other countries and transnational organizations. State and local regulations also
may impact our activities and other activities in which we may participate in the future. Other governmental regulatory bodies have shown
an interest in regulating or investigating companies engaged in blockchain or digital asset businesses.

 The
effect of any regulatory change, either by the federal, state, local or foreign governments or any self-regulatory agencies on us is
impossible to predict, but such change could be substantial and may have a material adverse effect on our business, financial condition,
and results of operations. While we are unaware of significant adverse governmental or regulatory action adverse to Bitcoin mining in
the United States, there is no guarantee that future regulation or adverse action will not take place and interpretation of existing
regulations in a manner adverse to our business is possible.

 In
addition, various foreign jurisdictions either have adopted, or may adopt, laws, regulations or directives that affect digital assets,
digital asset networks, and their users and participants. Such laws, regulations or directives may conflict with those of the United
States, may negatively impact the acceptance of digital assets by users, merchants, and service providers outside of the United States,
and may therefore impede the growth of digital assets. Several Eastern European and Asian countries have a more restrictive posture toward
digital assets and, thereby, have reduced the rate of expansion of digital asset use, as well as mining, in each of those countries.
Presently, we do not believe any U.S. federal or state regulatory body has taken any action or position adverse to Bitcoin, with respect
to its production, sale, and use as a medium of exchange; however, future changes to existing regulations or entirely new regulations
may affect our business in ways it is not presently possible for us to predict with any reasonable degree of reliability.

 We
are unable to predict the effect that any future regulatory change, or any overlapping or unclear regulations, may have on us, but such
change, overlap or lack of clarity could be substantial and make it difficult for us to operate our business or materially impact the
market for digital assets that we mine or may mine in the future. FinCEN has issued guidance stating its position that it does not differentiate
between fiat currency (which FinCEN calls "real currency") and digital assets that are convertible into fiat currency or
other forms of convertible virtual currencies (which FinCEN calls "virtual currency") for purposes of determining whether
a person or entity is engaging in "money transmission services". Persons and entities engaging in virtual currency activities
that amount to "money transmission services," or otherwise cause them to be deemed a "money services business"
under FinCEN's regulations, must register with FinCEN as a money services business, implement an "effective" anti-money
laundering program and comply with FinCEN's reporting and recordkeeping requirements.

 In
May 2019, FinCEN issued guidance relating to how the Bank Secrecy Act ("BSA") and its implementing regulations relating to
money services businesses apply to certain businesses that transact in convertible virtual currencies. Although the guidance generally
indicates that certain mining and mining pool operations will not be treated as money transmission services, the guidance also addresses
when certain activities, including certain services offered in connection with operating mining pools such as hosting convertible virtual
currency wallets on behalf of pool members or purchasers of computer mining power, may be subject to regulation. Although we believe
that our activities under the Web3 Business and the BTC Mining Hardware Business do not presently trigger FinCEN registration requirements
under the BSA, if our activities cause us to be deemed a "money transmitter," "money services business" or equivalent
designation, under federal law, we may be required to cease certain of our operations. Ceasing such operations could have a material
adverse effect on our financial position, results of operations and cash flows.

 For
additional information about government regulation applicable to our business, see Part I, Item 1A, "Risk Factors" in this
Annual Report on Form 10-K.

 Human
Capital Resources

 As
of June 5, 2024, the companies that comprise Eightco had 22 employees that perform various administrative, finance and accounting,
technology, and corporate management functions. Of the 22 employees, 15 employees were employed by Ferguson Containers and 7 were
employed by Forever 8. None of our employees are represented by a union in collective bargaining with us. We consider relations with
our employees to be good.

 We
are committed to creating a diverse, equitable and inclusive space for all our employees, customers and retail partners. The core values
of our Company include integrity, caring and inclusivity that affirms every individual. Our leadership team is committed to fostering
an environment where everyone is welcomed, respected, listened to and valued for their unique contributions to the organization, and
to providing a work environment that is free from all forms of harassment, discrimination and inequality. We recruit, employ, train,
promote and compensate our employees without regard to race, ethnicity, age, gender, gender identity, religion, national origin, citizenship,
marital status, veteran's status or disability. All facilities have established human resource departments with formal hiring processes
and controls in place to ensure ethical and fair hiring practices. We compensate employees competitively relative to the industry and
local labor market, and in accordance with all applicable federal, state and local wage, work hour, overtime and benefit laws.

 Legal
Proceedings

 During
the normal course of its business, the Company may be subject to occasional legal proceedings and claims. There are currently no legal
proceedings or claims asserted against the Company or its subsidiaries.

 Supply
Chain and Production

 Our
Packaging Business does not have long-term contractual arrangements with any of our suppliers that guarantee us production capacity,
prices, lead times, or delivery schedules. Our reliance on independent party suppliers exposes us to vulnerability because of our dependence
on a few sources of supply. We believe, however, that other sources of supply are available. In addition, we continually strive to develop
relationships with other sources of supply in order to reduce our dependence on any one source of supply. As a result, we believe that
our current and other available suppliers will ensure that we obtain a sufficient supply of goods built to our specifications in a timely
manner and on satisfactory economic terms. The main raw material used by our Packaging Business is corrugated cardboard. Our main suppliers
of corrugated cardboard are Corrugated Supplies Company, Georgia Pacific, and Freedom Corrugated. We also purchased certain finished
products from Delta Packaging for resale to end users.

 Our
Inventory Solutions Business purchases finished products from its suppliers and does not have long-term contractual arrangements
that guarantee production capacity, prices, lead times, or delivery schedules. Our reliance on independent party suppliers exposes us
to vulnerability because of our dependence on a few sources of supply. We believe, however, that other sources of supply are available.
In addition, we continually strive to develop relationships with other sources of supply in order to reduce our dependence on any one
source of supply. As a result, we believe that our current and other available suppliers will ensure that we obtain a sufficient supply
of goods built to our specifications in a timely manner and on satisfactory economic terms.

 Our
BTC Mining Hardware Business is reliant on third-party suppliers. We are a reseller and require the availability of the products we purchase,
at wholesale, then distribute to final customers. We do not have long-term contractual arrangements with any of our suppliers that guarantee
us adequate supply of Bitcoin mining equipment to satisfy the needs of our BTC Mining Hardware Business. Our main suppliers of Bitcoin
mining equipment sold under the BTC Mining Hardware Business is Wattum Management, Inc.

 Backlog

 We
currently do not have a material backlog of orders through our Packaging Business. A backlog consists of orders for which purchase orders
have been received and which are generally scheduled for shipment within six months or subject to capacity constraints, including lack
of available products. We allow orders received that have not yet shipped to be cancelled; therefore, our backlog may not be indicative
of future sales.

 Segment
Information

 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
corrugated packaging materials and therefore the Company only identifies one reportable operating segment.

 Corporate
Information

Holdings Inc. was incorporated in the State of Nevada on September 21, 2021, and is currently listed on the
Nasdaq Capital Market under the symbol "OCTO." On March 9, 2022, we changed our state of domicile to the State of
Delaware. On April 3, 2023, we changed our corporate name from Cryptyde, Inc. to Eightco Holdings Inc. Our principal executive
office is located at 101 Larry Holmes Dr., Suite 313, Easton, PA 18042, and our
telephone number is (866) 980-2818. Our website is www.8co.holdings, and the information included in, or linked to our website is
not part of this Annual Report. We have included our website address in this Annual Report solely as a textual reference.

 Available
Information

 Our
website, www.8co.holdings, provides access, without charge, to our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically
filed with the Securities and Exchange Commission ("SEC"). The information provided on our website is not part of this Annual
Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this
Annual Report. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information
regarding our company that we file electronically with the SEC.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following discussion and analysis of our financial condition and results of operations should be read together with our consolidated
financial statements and related notes thereto included elsewhere in this Annual Report. This discussion and analysis contain forward-looking
statements that are based upon current expectations and involve risks, assumptions and uncertainties. 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. You should not place undue reliance on forward-looking statements.

 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 3, 2023, the Company changed its name to Eightco Holdings Inc. from Cryptyde, Inc. and its
stock symbol to "OCTO." The Company is comprised of two main businesses, Forever 8 Inventory Cash Flow Solution and our
Packaging Business. Our Inventory Cash Flow Solution Business, Forever 8 Fund, LLC, a Delaware limited liability company is focused
on purchasing inventory and becoming the supplier 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 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.

 Name
Change, Symbol Change and Recapitalization

 On
March 15, 2023, a Special Meeting of Security Holders was held to vote upon the proposal to approve an amendment to the Certificate of
Incorporation to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock
split is approved by the Company's stockholders, a reverse stock split of all of the outstanding shares of Common Stock at a ratio
in the range of 1-for-2 to 1-for-50, with such ratio to be determined by the Board in its discretion and included in a public announcement
(the "Reverse Stock Split Proposal"). The proposal was approved by Security Holders.

 On
April 3, 2023, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Certificate
of Incorporation (the "Certificate of Incorporation") with the Secretary of State of Delaware (1) to effect a 1-for-50 reverse
stock split of the shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), either issued
and outstanding or held by the Company as treasury stock (the "Reverse Stock Split") and (2) to change the name of the Company
from "Cryptyde, Inc." to "Eightco Holdings Inc." (the "Name Change"). Both the Reverse Stock Split
and the Name Change were effective as of 4:05 p.m., New York time, on April 3, 2023. The Common Stock began trading on a reverse stock
split-adjusted basis on the Nasdaq Capital Market on April 4, 2023. The trading symbol for the Common Stock following the Reverse Stock
Split and the Name Change is "OCTO." The new CUSIP number for the Common Stock following the Reverse Stock Split and the
Name Change is 22890A203.

 Recent
Financings and Forever 8 Acquisition

 Recent
Financings

 February 2024 Private Placement

 On February 26, 2024, Eightco Holdings Inc. (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.

 The Purchase Agreement contains representations and
warranties of the Company and the Investors that are typical for transactions of this type. The Purchase Agreement also contains covenants
on the part of the Company that are typical for transactions of this type.

 Series A Financing

 On May 30, 2023, the Company's wholly owned
subsidiary, Forever 8 Fund, LLC (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 Company's wholly owned
subsidiary, Forever 8 Fund, LLC (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.

 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 Company's wholly owned
subsidiary, Forever 8 Fund, LLC (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 Fund, LLC ("Forever
8"), a wholly owned subsidiary of Eightco Holdings Inc. (the " Company "), 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. 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.

 May 2023 Debt Exchange

 On May 30, 2023, the Forever 8 Fund, LLC (the "Borrower")
entered into a Debt Exchange Agreement (the "Debt Agreement") with two Lenders for funds advanced to the Borrower pursuant
to secured promissory notes (the "Old Notes"), executed by the Borrower in favor of the Lenders during 2021. Under the terms
of the Debt Agreement, the Old Notes shall be exchanged for new Notes ("New Notes") as per the terms of the Loan and Security
Agreement dated May 30, 2023. The principal of the New Notes issued under the Debt Agreement is $1,650,000.

 March
2023 Offering

 On
March 15, 2023, Eightco Holdings Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") with Hudson Bay (the "Investor") for the issuance and sale of a Senior Secured Convertible Note
with an initial principal amount of $5,555,000 (the "Note") at a conversion price of $6.245 per share of the Company's
common stock, par value $0.001 (the "Common Stock"), and a warrant (the "Warrant") to purchase up to 889,512
shares of Common Stock with an initial exercise price of $6.245 per share of Common Stock (the "Private Placement"). The
purchase price of the Note and the Warrant is $5 million.

 In
connection with the Private Placement, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement"),
a Security and Pledge Agreement (the "Pledge Agreement"), and various ancillary certificates, disclosure schedules and exhibits
in support thereof prior to the closing of the Securities Purchase Agreement.

Purchase Agreement

 The
Securities Purchase Agreement provides for the purchase by the Investor and the sale by the Company of the Note and the Warrant. The
Securities Purchase Agreement contains representations and warranties of the Company and the Investor that are typical for transactions
of this type. The representations and warranties made by the Company in the Securities Purchase Agreement are qualified by reference
to certain exceptions contained in disclosure schedules delivered to the Investor. Accordingly, the representations and warranties contained
in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those disclosure schedules and
the documentation surrounding the transaction as a whole.

 The
Securities Purchase Agreement closed upon the satisfaction of certain conditions of the Investor and the Company that are typical for
transactions of this type, as well certain other condition including the following:

 the
 Company delivered to the Investor a lock up agreement (the "Lock-Up Agreement"), executed by each of the parties identified
 in the Securities Purchase Agreement;

 the
 Company received stockholder approval of a resolution to increase the amount of authorized shares of the Company, and filed with
 the Delaware Secretary of State a Certificate of Amendment to the Company's Certificate of Incorporation causing the increase
 in the amount of authorized shares of the Company; and

 the
 Company, the Investor and the certain creditors of the Company amended that certain Subordination Agreement, dated as of September
 13, 2022, by and among the Company, the Investor and certain persons identified in that Subordination Agreement (the "Subordination
 Agreement Amendment").

 The
Securities Purchase Agreement also obligates the Company to indemnify the Investor for certain losses resulting from (1) any misrepresentation
or breach of any representation or warranty made by the Company or any subsidiary of the Company, (2) any breach of any obligation of
the Company or, any subsidiary of the Company, of the Securities Purchase Agreement or any agreements and instruments entered into or
connection with the Securities Purchase Agreement and (3) certain third party claims.

 Senior
Secured Convertible Note

 The
Company issued the Note upon the closing. The entire outstanding principal balance and any outstanding fees or interest is due and payable
in full on January 15, 2024 ("Maturity Date"). The Note does not bear interest, provided, however, that the Note will bear
interest at 18% per annum upon the occurrence of an event of default (as described below).

 The
Maturity Date may be extended at the sole option of the Investor for so long as certain events of default is continuing or for so long
as an event is continuing that if not cured and with the passage of time would result in an event of default.

 The
Note is convertible at the option of the Investor into shares of Common Stock at a conversion price of $6.245 per share, subject to adjustment
for stock splits, combinations or similar events (each a "Stock Combination Event"). If on the on the fifth trading day immediately
following a Stock Combination Event, the conversion price then in effect on such fifth trading day (after giving effect to a proportional
adjustment of the conversion price), is greater than the lowest weighted average price of the Common Stock during the twenty consecutive
trading day period ending and including the trading day immediately preceding the fifth trading day after such Stock Combination Event
(the "Event Market Price"), then the conversion price shall be adjusted to the Event Market Price.

 The
Note contains certain limitations on conversion. It provides that no conversion may be made if, after giving effect to the conversion,
the Investor would own in excess of 9.99% of the Company's outstanding shares of Common Stock. This percentage may be increased
or decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61-days'
prior notice to the Company.

 The
conversion price of the Note will be subject to adjustments for stock splits, combinations or similar events. In addition, the conversion
price of the Note will also subject to anti-dilution adjustment which, subject to specified exceptions, in the event that the Company
issues or is deemed to have issued certain securities at a price lower than the then applicable conversion price, immediately reduces
the conversion price of the Note to equal the price at which the Company issues or is deemed to have issued its Common Stock.

 The
Note imposes penalties on the Company for any failure to timely deliver any shares of its Common Stock issuable upon conversion.

 The
Note contains events of default that are typical for transactions of this type, as well as the following events:

 the
 failure of any registration statement required by the Registration Rights Agreement to be filed within five trading days after the
 date required by the Registration Rights Agreement or the failure of any such registration statement to become effective within five
 trading days after the date required by the Registration Rights Agreement;

 the
 lapse or unavailability of any registration statement required by the Registration Rights Agreement for more than 5 consecutive trading
 days or more than an aggregate of 10 trading days in any 365-day period (other than certain allowable grace periods);

 the
 suspension from trading or failure of the Common Stock to be listed for trading on an eligible market for more than 2 consecutive
 trading days or more than an aggregate of 5 trading days in any 365-day period;

 the
 failure of the Company to issue shares upon conversion of the Note for more than 2 trading days after the relevant conversion date
 or a notice of the Company's intention not to comply with a request for conversion;

 the
 failure for 2 consecutive trading days to have reserved for issuance 250% of the full number of shares issuable upon conversion in
 accordance to the terms of the Note;

 the
 failure for 2 trading days to pay the Investor principal, interest, late charges or other amounts when and as due under the Note;

 the
 occurrence of any default under, redemption of or acceleration prior to maturity of any indebtedness of the Company or a subsidiary;

 the
 invalidity of any material provision of the Security Documents (defined below) or if the enforceability of validity of any material
 provision of the Security Documents is contested by the Company;

 the
 failure of the Security Documents to perfect or maintain the Investor's first priority security interest; and

 the
 failure to comply with certain covenants of the Note.

 If
there is an event of default, then the Investor has the right to request redemption of all or any portion of the Note, at 130% of the
sum of the outstanding principal, interest and late fees to be redeemed, provided that if certain conditions specified in the Note are
not satisfied, then the Investor has the right to request redemption of all or any portion of the Note, at 130% of the greater of (i)
the sum of the outstanding principal, interest and late fees to be redeemed and (ii) the product of (a) the number of shares into which
the Note (including all principal, interest and late fees) subject to redemption may be converted and (b) the greatest closing sale price
for the Common Stock beginning on the date immediately preceding the event of default and ending on the date the Company makes the entire
payment required to be made upon the redemption provided, however, that if no Cash Release Event (as defined in the Note) has occurred
on or prior to the applicable of default redemption date, the principal amount used in calculating the applicable event of default redemption
price on such event of default redemption date shall be decreased by the holder's pro rata portion of $222,000.

 The
Note prohibits the Company from entering into certain transactions involving a change of control, unless the successor entity assumes
in writing all of the obligations of the Company under the Note and the other transaction documents. In the event of such a transaction,
the Investor will have the right to request redemption of the Note, at Redemption Variable Premium (as defined in the Note) of the greater
of (i) of the sum of the amount of principal, interest and late fees to be redeemed; and (ii) the product of (x) the sum of the amount
of principal, interest and late fees to be redeemed and (y) the quotient determined by dividing (1) the greatest closing sale price of
the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (A) the consummation
of the applicable change of control and (B) the public announcement of such change of control and ending on the date the Note Investor
delivers a change of control redemption notice, by (2) the Conversion Price; or; (iii) Redemption Variable Premium of the product of
(x) the number of shares into which the Note (including all principal, interest and late fees) subject to such redemption may be converted
multiplied by (y) the greatest closing sale price of the shares of Common Stock during the period beginning on the date immediately preceding
the earlier to occur of (x) the consummation of the change of control and (y) the public announcement of such change of control and ending
on the date the Investor delivers the change of control redemption notice; provided, however, that if no Cash Release Event has occurred
on or prior to the applicable change of control redemption date, the principal amount used in calculating the applicable change of control
redemption price on such change of control redemption date shall be decreased by the holder's pro rata portion of $222,000.

 If
the Company issues options, convertible securities, warrants, stock, or similar securities to holders of its Common Stock, the holder
of the Note shall have the right to acquire the same as if it had converted its Note.

 The
Investor is entitled to receive any dividends paid or distributions made to the holders of the Common Stock on an "as if converted"
to Common Stock basis.

 The
Note contains a variety of covenants on the part of Company that are typical for transactions of this type, as well as the following
covenants:

 the
 Note ranks senior to all other indebtedness of the Company, except that certain permitted indebtedness ranks pari passu with
 the Note;

 the
 Company will not incur other indebtedness, except for certain permitted indebtedness;

 the
 Company will not incur any liens, except for certain permitted liens;

 the
 Company will not, directly or indirectly, redeem or repay all or any portion of any permitted indebtedness if at the time such payment
 is due or is made or, after giving effect to such payment, an event constituting, or that with the passage of time and without being
 cured would constitute, an event of default has occurred and is continuing; and

 the
 Company will not redeem, repurchase or pay any dividend or distribution on its Common Stock or any other capital stock.

 Warrant
to Purchase Shares of Common Stock

 The
Warrant was issued upon closing and is immediately exercisable and, in the aggregate, entitles the Investor to timely purchase up to
889,512 shares of Common Stock. The Warrant has an initial exercise price of $6.245 per share payable in cash, or while each share of
Common Stock issuable upon exercise of the Warrants is not registered for resale with the SEC or such prospectus is not available for
resale, by way of a "cashless exercise" or an "alternative cashless exercise," at the option of the Investor.
An "alternative cashless exercise" will provide the investor with 0.7 shares of Common Stock for each share that would
have been issuable to the Investor upon such exercise had the Holder elected to pay the exercise price in cash. The Warrants will expire
on the fifth anniversary of its date of issuance. The exercise price of the Warrant is subject to adjustment for a Stock Combination
Event. If on the on the fifth trading day immediately following a Stock Combination Event, the exercise price then in effect on such
fifth trading day (after giving effect to a proportional adjustment of the exercise price), is greater than the Event Market Price, then
the conversion price shall be adjusted to the Event Market Price. Upon each such adjustment of the exercise price hereunder, the number
of underlying shares of Common Stock shall, subject to specified exceptions, be increased (but in no event decreased) to the number of
shares of Common Stock determined by multiplying the exercise price in effect immediately prior to such adjustment by the number of underlying
shares of Common Stock acquirable upon exercise of the Warrant immediately prior to such adjustment and dividing the product thereof
by the exercise price resulting from such adjustment.

 The
Warrant requires payments to be made by the Company for failure to deliver the shares of Common Stock issuable upon exercise. The Warrant
also contains limitations on exercise, including the limitation that the Investor may not exercise its Warrant to the extent that upon
exercise the Investor, together with its affiliates, would own in excess of 9.99% of the Company's outstanding shares of Common
Stock (subject to an increase or decrease, upon at least 61-days' notice by the Investor to the Company, of up to 9.99%).

 The
exercise price of the Warrant and the number of shares issuable upon exercise of the Warrant will be subject to adjustments for stock
splits, combinations or similar events. In addition, the exercise price of the Warrant will also be subject to anti-dilution adjustment
which, subject to specified exceptions, in the event that the Company issues or is deemed to have issued certain securities at a price
lower than the then applicable exercise price, immediately reduces the exercise price of the Warrant to equal the price at which the
Company issues or is deemed to have issued its Common Stock.

 The
Company may not enter into a fundamental transaction unless the successor entity assumes the obligations of the Company under the Warrant.
Upon the occurrence of a fundamental transaction involving a change of control, the holder of the Warrant will have the right to have
the Warrant repurchased for a purchase price in cash equal to the Black-Scholes value (as calculated pursuant to the Warrants) of the
then unexercised portion of the Warrant.

 If
the Company issues options, convertible securities, warrants, stock, or similar securities to holders of its Common Stock, the holder
of the Warrant shall have the right to acquire the same as if it had exercised its Warrant.

 The
Investor is entitled to receive any dividends paid or distributions made to the holders of the Common Stock on an "as if exercised"
to Common Stock basis.

 The Company redeemed all
of the Warrants related to the Investor for $660,000 on October 23, 2023.

 Registration
Rights Agreement

to the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC covering the resale of 250% of
the maximum number of shares of Common Stock underlying the Note and 150% of the maximum number of shares of Common Stock underlying
the Warrant on or before the 45th calendar day following the closing of the Securities Purchase Agreement (the "Filing Deadline")
and cause such registration statement to be declared effective by the SEC by the earlier to occur of (x) ninety (90) calendar days after
the closing date and (y) the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by
the SEC that such the registration statement will not be reviewed or will not be subject to further review (the "Effectiveness
Deadline"). If (i) the registration statement is not filed by the Filing Deadline or declared effective by the Effectiveness Deadline,
(ii) the sales of all of the securities required be included on such registration statement cannot be made pursuant to such registration
statement, or (iii) the registration statement is not effective for any reason and either (x) the Company fails for any reason to satisfy
the requirements of Rule 144(c)(1), or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer
in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2), then the Company shall pay to the Investor
in an amount equal to 2% of the aggregate purchase price paid by the Investor on the day of delinquency and each 30th day (pro-rated
for periods of less than 30 days) of delinquency thereafter.

to the Registration Rights Agreement, the Company must maintain the effectiveness of the registration statement from the effective date
until the date on which all securities registered under the registration statement have been sold, or are otherwise able to be sold pursuant
to Rule 144 without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant
to Rule 144, subject to the Company's right to suspend or defer the use of the registration statement in certain events.

 In connection with the full
payoff of the Hudson Bay Notes the Registration Rights Agreement is no longer effective.

 Security
Documents

to the Securities Purchase Agreement, the Company, and its subsidiaries, as applicable, provided guarantee agreements, a pledge agreement,
a control agreement and all financing statements, pledges, assignments, opinions of counsel, and all other documents requested by the
collateral agent to create, perfect, and continue perfected or to better perfect the collateral agent's security interest in and
liens on all assets of the Company, and in order to fully consummate all of the transactions contemplated hereby and under the other
transaction documents.

 Placement
Agent

 Palladium
Capital Group, LLC (the "Placement Agent") acted as placement agent for the Private Placement. For the acting as placement
agent in the Private Placement, the Placement Agent is to receive (i) upon closing cash compensation of $400,000 (8% of the gross proceeds
to the Company) (ii) upon closing a warrant to purchase up to 71,161 shares of Common Stock (8% of the shares of Common Stock underlying
the Note).

 Forever
8 Acquisition

 On
September 14, 2022, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") by and among
the Company, Forever 8 and the Sellers pursuant to which Eightco was to acquire 100% of the issued and outstanding membership interests
of Forever 8 (the "Membership Interests") from the Sellers (the "Acquisition"). On October 1, 2022, the closing
of the acquisition occurred (the "Closing").

to the Purchase Agreement, the Sellers received consideration consisting of (i) the Initial Base Preferred Units, subject to adjustments
discussed below, (ii) the Promissory Notes, and (iii) the right to receive potential earnout amounts. In addition, $4.6 million in cash
was transferred to the Company in consideration for the Company's payment of certain of its obligations.

 In
the event that the VWAP of the Eightco Shares the later of (i) the 15 trading days immediately prior to the date the put right pursuant
to Section 7(b) of the Amended Operating Agreement (as defined below) is exercisable and (ii) the 15 trading days following the Company's
filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2022 is less than $3.07, then Sellers shall be entitled
to receive an additional number of Preferred Units ("Additional Base Preferred Units" and together with the Initial Base
Preferred Units, the "Total Base Preferred Unit Consideration") such that the Total Base Preferred Unit Consideration multiplied
by the Additional Base Preferred Unit VWAP equals $21.5 million; provided that in no event shall more than 3,750,000 Additional Base
Preferred Units be issued.

 As
indicated below, the Purchase Agreement provides that the Sellers are entitled to receive three potential earnout payments (the "Earnout
Consideration). The Earnout Consideration is payable to the Sellers in cash or, at Eightco's election, in up to 7,000,000 additional
Preferred Units, upon the achievement of certain performance thresholds relating to cumulative collected revenues (each, an "Earn-Out
Target").

 If
Eightco elects to issue additional Preferred Units upon the achievement of any Earn-Out Target and the VWAP of Eightco's common
stock for the 15 trading days preceding the date that any Earn-Out Target is achieved (the "Earn-Out VWAP") is (A) with respect
to the first Earn-Out Target, less than $5.00, (B) with respect to the second Earn-Out Target, less than $6.00 or (C) with respect to
the third Earn-Out Target, less than $5.00, then Sellers shall be entitled to receive an additional number of additional Preferred Units
(the "True-up Units" and together with the additional Preferred Units, the "Total Additional Preferred Units")
such that the Total Additional Preferred Units multiplied by the Earn-Out VWAP equals (x) $15 million for the first Earn-Out Target,
(y) $12 million for the second Earn-Out Target and (z) $10 million for the third Earn-Out Target; provided that in no event shall more
than 4.5 million True-up Units be issued for the first Earn-Out Target, in no event shall more than 4.0 million True-up Units be issued
for the Second Earn-Out Target and in no event shall more than 3.0 million True-up Units be issued for the Third Earn-Out Target.

 In
accordance with the Purchase Agreement, the Company's existing operating agreement was amended and restated. The amended and restated
operating agreement (the "Operating Agreement") provides for, among other things, a put right for designated members (the
"Preferred Members"). The Preferred Members (who are the Sellers) have a put right to cause Eightco to redeem certain Preferred
Units, from time to time on or after the six-month anniversary following the Closing. Upon exercise of the put right, each Initial Base
Preferred Unit (as defined in the Purchase Agreement) shall be exchanged for one Eightco share.

 The
Preferred Members have a put right, on terms and conditions set forth in Section 7.01 of the Operating Agreement, to cause Eightco to
redeem the Preferred Units as follows:

 (a)
starting on the later of (i) six (6) months following the Closing and (ii) the Threshold Date (as defined in the Subordination Agreement),
one (1) Eightco Share per Initial Base Preferred Unit being redeemed up to a maximum of 6,281,949 Initial Base Preferred Units;

 (b)
upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the Closing
and (iii) the occurrence of the Threshold Date, one (1) Eightco Share per Initial Base Preferred Units that could not be converted due
to the 6,281,949 unit limit in Section 7.01(a) of the Operating Agreement (such shares being an aggregate of 718,051 Initial Base Preferred
Units being defined as the "Extra Initial Base Preferred Units") being redeemed, and one (1) OCTO Share per Additional Base
Preferred Unit being redeemed;

 (c)
if Shareholder Approval is not obtained on or before June 30, 2023, subject to both (i) six (6) months following the Closing and (ii)
the terms of the Subordination Agreement, a cash payment equal to the difference between $3.07 minus the Additional Base Preferred Unit
VWAP (as defined in the Purchase Agreement with it being subject to a $2.00 floor) (such difference being the "Additional Base
Preferred Unit Cash Catch Up Amount") with the Additional Base Preferred Unit Cash Catch Up Amount being multiplied by each Extra
Initial Base Preferred Unit and each Additional Base Preferred Unit being redeemed;

 (d)
upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time
a Preferred Unit issued in connection with the first Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii)
the occurrence of the Threshold Date, one (1) OCTO Share per Earnout One Unit being redeemed;

 (e)
if Shareholder Approval has not been obtained on or before June 30 2023, subject to both (i) six (6) months following the time an Earnout
One Unit is earned under Section 1.04 of Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal to
the amount of $15,000,000 divided by the number of Earnout One Units (the "Earnout One Unit Redemption Amount") with such
Earnout One Unit Redemption Amount then being multiplied by each Earnout One Unit being redeemed;

 (f)
upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time
a Preferred Unit issued in connection with the second Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii)
the occurrence of the Threshold Date, one (1) OCTO Share per Earnout Two Unit being redeemed;

 (g)
if Shareholder Approval has not been obtained on or before June 30 2023, subject to both (i) six (6) months following the time an Earnout
Two Unit is earned under Section 1.04 of the Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal
to the amount of $12,000,000 divided by the number of Earnout Two Units (the "Earnout Two Unit Redemption Amount") with such
Earnout Two Unit Redemption Amount then being multiplied by each Earnout Two Unit being redeemed;

 (h)
upon the satisfaction of (i) the receipt of Shareholder Approval on or prior to June 30, 2023, (ii) six (6) months following the time
a Preferred Unit issued in connection with the third Earn-Out Target is earned under Section 1.04 of the Purchase Agreement and (iii)
the occurrence of the Threshold Date, one (1) OCTO Share per Earnout Three Unit being redeemed;

 (i)
if Shareholder Approval has not been obtained on or before June 30 2023, subject to both (i) six (6) months following the time an Earnout
Three Unit is earned under Section 1.04 of the Purchase Agreement and (ii) the terms of the Subordination Agreement, a cash payment equal
to the amount of $10,000,000 divided by the number of Earnout Three Units (the "Earnout Three Unit Redemption Amount") with
such Earnout Three Unit Redemption Amount then being multiplied by each Earnout Three Unit being redeemed.

to the Operating Agreement, Eightco unconditionally guaranteed the payment, when due, of obligations pursuant to the put right. Eightco
shall satisfy these obligations to the Preferred Members either in cash or, if Shareholder Approval has been obtained, through the issuance
and delivery to each Preferred Member of one OCTO Share per Preferred Unit held by each Preferred Member.

 Upon
the Closing, Eightco issued the Promissory Notes. The Promissory Notes bear interest at the rate per annum equal to (i) ten (10%) for
the first twelve (12) months of the Promissory Notes and (ii) twelve percent (12%) thereafter until the maturity date of the Promissory
Notes (the "Note Maturity Date"). The Note Maturity Date is the date that is the later of (i) 91 days after the Maturity
Date (as defined in the Investor Note (as defined below)) of the Senior Secured Convertible Note issued by Eightco in favor of the Investor
on May 5, 2022 (the "Investor Note") and (ii) three years following the Closing. Subject to the terms of the Subordination
Agreement, the Promissory Notes may be prepaid in full or in part at any time without premium or penalty, provided, however, that Eightco
agrees that, subject to the terms of the Subordination Agreement which specifically permit such prepayments in accordance therewith,
it will make prepayments on the Promissory Notes and all other Seller Notes (as defined in the Promissory Notes) in amounts equal to
the pro rata amount of the outstanding principal amount of the Seller Notes as a whole, as follows: (i) after Section 4(d) of the Amendment
Agreement is satisfied such that excess cash may be removed from the Control Account, 50% of the cash proceeds of warrants exercised
for common stock of the Eightco until an aggregate amount of $10 million in prepayments is made on the Seller Notes from such warrant
exercises, (ii) 25% of all gross proceeds received by Eightco in any and all debt and equity capital raises by the Eightco (excluding
warrant exercises) from and after the date of the Purchase Agreement and (iii) at least an aggregate of $11.5 million (including any
prepayments made pursuant to clauses (i-ii) above) within the first twelve (12) months of the issuance of the Promissory Notes.

 So
long as the Eightco has received Shareholder Approval and the Threshold Date has been reached, at any time commencing after the 12-month
anniversary of the date of the Promissory Notes, the holder of the Promissory Notes may, in its sole and absolute discretion, convert
all or part of the Promissory Notes into shares of common stock of the Eightco (the "Conversion Shares") at a per share conversion
price equal to the VWAP of a OCTO Share for the ten trading days immediately preceding the conversion notice being provided to the Eightco
by the holder of the Promissory Notes (the "Conversion Price"), with the Conversion Price being subject to a conversion price
floor of $2.00 per share of common stock. If the VWAP is less than $2.00 and the holder converts all or part of the Note at $2.00 per
share, then the holder shall be entitled to receive an additional Promissory Note with the same economic terms as the original Promissory
Note in a principal amount equal to (A) $2.00 minus the VWAP multiplied by (B) the number of Conversion Shares issued upon the conversion.

 On March 27, 2024, the Company issued 120,974 shares of common stock which
retired a portion of the Promissory Notes.

 Series
A Preferred Stock Designation and Dividend

 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 $0.001 per share, for each outstanding share of the Company's common stock, par value $0.001 per share to stockholders
of record at 5:00 p.m. Eastern Time on January 27, 2023 (the "Record Date").

 On
January 19, 2023, the Company filed a Certificate of Designation with the Delaware Secretary of State for its Series A Preferred Stock.
The number of shares designated is three hundred thousand (300,000). All shares of Series A Preferred Stock issued have been since redeemed.

 Nasdaq
Deficiency Notice

 On
September 29, 2023, the Company received a written notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq")
that the Company is not in compliance with the minimum bid price requirement of $1.00 per share set forth in Nasdaq Rules for continued
listing on Nasdaq.

 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, the Company no longer meets the minimum bid price requirement set forth in Listing Rule 5550(a)(2). The Notice is only a notification
of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities on the
Nasdaq Capital Market.

 In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until March 27, 2024, to regain
compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's common shares must have a closing bid price
of at least $1.00 for a minimum of 10 consecutive business days.

 On
March 28, 2024, we received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company has not regained
compliance with Nasdaq Listing Rule 5810(c)(3)(A) and is not eligible for a second 180 day period. The Company has not regained compliance
with the Rule and is not eligible for a second 180 day period. Specifically, the Company does not comply with the $5,000,000 minimum
stockholders' equity initial listing requirement for The Nasdaq Capital Market.

 The
Company has appealed the Staff's determination to a Hearings Panel (the "Panel"), pursuant to the procedures set
forth in the Nasdaq Listing Rule 5800 Series, and is awaiting the decision of the Panel. The hearing has stayed the suspension of the
Company's securities and the filing of the Form 25-NSE pending the Panel's decision.

 Critical
Accounting Policies and Significant Judgments and Estimates

 Our
management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or
GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial
statements as well as the reported expenses during the reporting periods. The accounting estimates that require our most significant,
difficult and subjective judgments have an impact on revenue recognition, the determination of share-based compensation and financial
instruments. We evaluate our estimates and judgments on an ongoing basis. Actual results may differ materially from these estimates under
different assumptions or conditions.

 Our
significant accounting policies are more fully described in Note 2 to our consolidated financial statements included elsewhere in this
Annual Report.

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of Eightco Holdings Inc. and its wholly-owned, majority owned subsidiaries and
consolidated variable interest entities.

 Use
of Estimates

 Preparation
of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial
statements.

 The
Company's significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves,
the valuation allowance related to the Company's deferred tax assets, the recoverability and useful lives of long-lived assets,
debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets
acquired and liabilities assumed related to the Company's acquisitions. 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.

 Long-Lived
Assets

 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 identifiable media and influencer platforms. Intangible assets are amortized utilizing the straight-line
method over their remaining economic useful lives. A significant percentage of the Company's' long term assets are intangibles
assets and therefore, estimates regarding the fair value of these assets have a material impact on our financial statements.

 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. We perform an impairment assessment of goodwill on an annual basis, 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.

 We
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, we assess 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 our goodwill and other indefinite-lived intangible assets are impaired, a quantitative
impairment analysis would be performed to determine if impairment is required. We 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 our 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, our business plan for the future and estimated results of future operations. Future events could cause us to conclude that
impairment indicators exist, and, therefore, that goodwill may be impaired. Goodwill is a significant percentage of the Company's'
long term assets and therefore, estimates regarding the fair value of our goodwill have a material impact on our financial statements.

 Warrant
Accounting

 The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, "Derivatives and Hedging".

 The
Company classifies a warrant to purchase shares of its common stock as equity on its consolidated balance sheets as this warrant is a
free-standing financial instrument that is indexed to the Company's own stock and meets the criteria for equity classification. Each
warrant is initially recorded within equity at the date of grant, net of issuance costs, and is not subsequently re-measured. Changes
in the fair value of the warrant are not recognized after the initial measurement. The warrants will remain classified in equity until
they are exercised or expire.

 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 Fund, LLC. In
addition, we will generate revenues from the sale of corrugated custom packaging to a wide array of customers. In 2022, the Company
generated revenues from the sale of Bitcoin mining equipment offered through CW Machines, LLC. The Company no longer anticipates
generating any revenues from the sale of Bitcoin mining equipment.

 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 2022, we incurred costs related to the purchase of Bitcoin mining equipment,
which was resold through CW Machines, LLC. The Company no longer anticipates purchasing Bitcoin mining equipment for resale.

 Selling,
General and Administrative Expenses

 Selling,
general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses.

Expense and Income, Net

expense includes the cost of our borrowings under our debt arrangements. Interest income includes the interest earned under our notes
receivable.

 Other

 Other
income includes the gain on disposal of the building located in Washington, New Jersey.

 Results
of Operations

 Year
Ended December 31, 2023 versus the Year Ended December 31, 2022

 The
following table sets forth information comparing the components of net (loss) income for the years ended December 31, 2023 and 2022:

 Year
 Ended
 31,

 Period
 over Period
 Change

 2023

 2022

 $

 %

 Revenues, net:

 Inventory
 Management Solutions

 $
 67,568,353

 $
 23,785,070

 $
 43,783,283

 184.08
 %

 7,729,131

 8,035,709

 (306,578
)

 -3.82
 %

 Total

 75,297,484

 31,820,779

 43,476,705

 136.63
 %

 Cost of revenues:

 Inventory Management
 Solutions

 61,308,561

 23,554,550

 37,754,011

 160.28
 %

 5,496,462

 6,072,319

 (575,857
)

 -9.48
 %

 Total

 68,805,023

 29,626,869

 37,178,154

 125.49
 %

 Gross profit:

 Inventory Management
 Solutions

 6,259,792

 230,520

 6,029,272

 2,615.51
 %

 2,232,669

 1,963,390

 269,279

 13.72
 %

 Total

 8,492,461

 2,193,910

 6,298,551

 287.09
 %

 Operating expenses:

 Selling, general and
 administrative

 16,335,651

 16,401,414

 (65,763
)

 -0.40
 %

 Restructuring and severance

 2,133,982

 1,300,000

 833,982

 64.15
 %

 Operating loss

 (9,977,172
)

 (15,507,504
)

 5,530,332

 -35.67
 %

 Other (expense) income:

 Interest (expense)

 (11,553,589
)

 (6,966,606
)

 (4,586,983
)

 65.84
 %

 Loss on issuance of
 warrants

 (46,928,815
)

 (25,318,519
)

 (21,610,296
)

 85.35
 %

 Other
 income

 139,162

 173,572

 (34,410
)

 -19.82
 %

 Total
 other (expense) income, net

 (58,343,242
)

 (32,111,553
)

 (26,231,689
)

 81.69
 %

 (Loss)
 income before income taxes

 (68,320,414
)

 (47,619,057
)

 (20,701,357
)

 43.47
 %

 Income tax expense
 (benefit)

 -

 (172,997
)

 172,997

 -100.00
 %

 Net
 (loss)

 $
 (68,320,414
)

 $
 (47,446,060
)

 $
 (20,874,354
)

 44.00
 %

 Revenue

 For
the year ended December 31, 2023, revenues increased by $43,476,705 or 136.63%, as compared to the year ended December 31, 2022. The
increase was primarily the result of increased sales through the inventory management solutions business which resulted in revenues of $67,568,353 for the year ended December 31, 2023 versus
$23,785,070 for the year ended December 31, 2022. In addition, the Company had revenues of $0 and $9,590,100 for the years ended December 31, 2023 and 2022, respectively, related to its
BTC Mining Equipment Business. The Company no longer expects to generate revenues related to CW Machines.

 Cost
of Revenues

 For
the year ended December 31, 2023, cost of revenues increased by $37,178,154 or 125.49%, as compared to the year ended December 31,
2022. The increase was largely attributable to the increase in total revenues, increased costs of materials and production, as well
as costs associated with the delivery and sale of goods related to the inventory management solutions business. In addition, the Company had cost of revenues of $0 and $9,390,096 for the years ended December 31, 2023 and 2022, respectively, related
to its BTC Mining Equipment Business. The Company no longer expects to generate revenues related to CW Machines.

 Gross
Profit

 For
the year ended December 31, 2023, gross profit increased by $6,298,551, or 287.09%, as compared to the year ended December 31, 2022.
The increase was largely attributable to the increase in sales through the Forever 8 Fund. In addition, the Company had gross profit of $0 and $200,004 for the years ended December 31, 2023 and 2022, respectively, related to
its BTC Mining Equipment Business. The Company no longer expects to generate revenues related to CW Machines.

 Operating
Expenses

 Selling, general and administrative expenses were
$16,335,561 and $16,401,414 for the years ended December 31, 2023 and 2022, respectively, representing a decrease of $65,763, or 0.40%.
The decrease was largely attributable to the decrease in salaries.

 Restructuring and severance expenses were $2,133,982 and $1,300,000 for the years ended December 31, 2023 and 2022,
respectively, representing an increase of $833,982, or 64.15%. The increase was largely attributable to the headcount reductions.

Expense

expense was $11,553,589 for the year ended December 31, 2023, versus $6,966,606 for the year ended December 31, 2022. The increase in
interest expense was largely attributable to the amortization of debt issuance costs related to borrowing under the convertible notes
payable.

 Total
other (expense) income

 Total
other (expense) income was ($58,343,242) for the year ended December 31, 2023 versus ($32,111,553) for the year ended December 31, 2022.
The increase in total other income (expense) was largely attributable to the loss on issuance of warrants and amortized interest expense.

tax expense

tax expense (benefit) was $- for the year ended December 31, 2023, versus an income tax benefit of ($172,997) for the year ended December
31, 2022, respectively. The decrease in income tax benefit for the year ended December 31, 2023 was a result of state taxes related to
Ferguson Containers, Inc. for the year ended December 31, 2021.

 Net
(loss) income

 Net
loss was ($68,320,414) for the year ended December 31, 2023, versus a net loss of ($47,446,060) for the year ended December 31, 2022.
The increase in net loss was largely attributable to the loss on issuance of warrants and amortized interest expense.

 Liquidity
and Capital Resources

Holdings Inc. has required funding from the Former Parent to fund its operations. In addition, other than those that relate to the Note
Private Placement, which currently amount to approximately $7.9 million, the Company has no significant debt obligations.

 The
Company currently has approximately $500,000 in cash. The Company expects to need additional capital in order to fund its operations
and increase revenues above current levels.

 Cash
Flows for the Years Ended December 31, 2023 and 2022

 Since inception, Eightco Holdings Inc. 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 Years Ended

 2023

 2022

 Cash (used in) provided by:

 Operating Activities

 $
 (6,399,079
)

 $
 (16,719,389
)

 Investing Activities

 (295,150
)

 468,419

 Financing Activities

 6,361,634

 20,920,207

 Net increase in cash and restricted cash

 $
 (332,595
)

 $
 4,669,237

 Operating Activities

 Net cash (used in) operating activities was ($6,399,079)
during the year ended December 31, 2023, which consisted primarily of a net loss of $68,320,414 offset by non-cash depreciation expense
of $3,044,531, amortization of debt issuance costs of $8,109,078, impairment charges of 292,748, share based compensation of ($358,937),
loss on issuance of warrants of $46,928,815 and changes in assets and liabilities of $3,899,203. Net cash (used in) operating activities
was ($16,719,389) during the year ended December 31, 2022, which consisted primarily of a net loss of $47,446,060 offset by non-cash depreciation
expense of $848,933, amortization of debt issuance costs of $6,217,053, impairment charges of $1,300,000, share based compensation of
$1,504,500, loss on issuance of warrants of $25,318,519, bad debt expense of $608,356 and changes in assets and liabilities of ($5,070,690).

 Investing Activities

 Net cash provided by (used in) investing activities
was ($295,150) during the year ended December 31, 2023 compared to $468,419 for the year ended December 31, 2022. The decrease is largely
attributable to cash received from the acquisition of the Forever 8 Fund, LLC recognized in the year ended December 31, 2022.

 Financing Activities

 Net cash provided by financing activities was $6,361,634
during the year ended December 31, 2023 compared to $20,920,207 for the year ended December 31, 2022. This decrease was largely attributable
to a decrease in proceeds from the issuance of common stock and borrowings under convertible notes as compared to the year ended December
31, 2022.

 Eightco Holdings Inc. has required funding from the
Former Parent to launch operations. Ferguson Containers has historically had positive cash flows from operations. Since inception, Ferguson
Containers Inc.'s operations have been funded principally through its operations.

 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 $113,278,588 as of December 31, 2023 and further losses are anticipated in the development of its business. Further, the Company has
current liabilities in excess of current assets and has a stockholders' deficit at December 31, 2023. These factors raise substantial
doubts about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial
statements.

 As of December 31, 2023, the
Company had approximately $5.2 million in cash and cash equivalents as compared to $5.6 million at December 31, 2022. The Company expects
that its current cash and cash equivalents, approximately $500,000 as of the date of this annual report, will not be sufficient to support
its projected operating requirements for at least the next 12 months from this date.

 The Company expects to need
additional capital in order to increase revenues above current levels. Any additional equity financing, if available, may not be on favorable
terms and would likely be significantly dilutive to the Company's current stockholders, and debt financing, if available, may involve
restrictive covenants. The Company's ability to access capital when needed is not assured and, if not achieved on a timely basis,
will likely have a materially adverse effect on our business, financial condition and results of operations. 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 reduce
costs in 2024.

 Off-Balance
Sheet Arrangements

 We
did not have, during the periods presented, and we do not currently have, any relationships with any organizations or financial partnerships,
such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes.

 ITEM
8. FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID Number 00 536)

 Consolidated
 Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated
 Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022

 Consolidated
 Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated
 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholder and Board of Directors of

Holdings Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Eightco Holdings Inc. (the "Company")
as of December 31, 2023 and 2022, the related consolidated statements of comprehensive loss, changes in stockholders' deficit and
cash flows for each of the two years in the period ended December 31, 2023 and the related notes (collectively referred to as the "consolidated
financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for each of the two
years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated
financial statements, the Company has experienced net losses and negative cash flows from operations for the years ended December
31, 2023 and 2022, which raises substantial doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 /s/
 Morison Cogen LLP

 We
have served as the Company's auditor since 2022.

 Blue
Bell, Pennsylvania

 April
1, 2024

 F- 1

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 5,247,836

 $
 5,580,431

 Restricted cash

 -

 1,000,000

 Accounts receivable, net

 1,873,950

 1,263,552

 Inventories

 6,079,907

 4,502,003

 Prepaid expenses and other current assets

 807,908

 1,736,145

 Total current assets

 14,009,601

 14,082,131

 Property and equipment, net

 744,559

 1,321,042

 Right of use assets – operating leases

 -

 68,600

 Intangible assets, net

 16,108,443

 18,579,986

 Goodwill

 Loan held-for-investment

 2,224,252

 2,224,252

 Total assets

 $
 55,411,443

 $
 58,600,599

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable

 $
 2,135,596

 $
 2,174,034

 Accounts payable – related parties

 381,828

 -

 Accounts payable

 381,828

 -

 Accrued expenses and other current liabilities

 747,775

 2,624,518

 Accrued expenses and other current liabilities – related parties

 6,438,900

 -

 Accrued expenses and other current liabilities

 6,438,900

 -

 Current portion of operating lease liabilities

 -

 43,950

 Current portion of convertible notes payable, net of debt discount of $ 277,750

 4,637,250

 -

 Convertible notes payable – related parties,

 11,500,000

 -

 Convertible notes payable

 11,500,000

 -

 Line of credit

 3,200,000

 -

 Line of credit – related parties

 3,425,000

 1,850,000

 Line of credit

 3,425,000

 1,850,000

 Due to Former Parent

 6,977,193

 7,226,700

 Total current liabilities

 39,443,542

 13,919,202

 Convertible notes payable, net of debt discount of $ 0 and $ 1,831,828, respectively

 -

 7,911,505

 Convertible notes payable – related parties, net of debt discount of $ 1,750,000 and $ 2,750,000, respectively

 14,133,700

 24,750,000

 Convertible notes payable

 14,133,700

 24,750,000

 Operating lease liabilities, net of current portion

 -

 26,564

 Deferred tax liabilities

 82,104

 82,104

 Contingent consideration

 6,100,000

 6,100,000

 Total liabilities

 $
 59,759,346

 $
 52,789,375

 Stockholders' equity (deficit):

 Preferred stock, $ 0.001 par value, 10,000,000 shares authorized and 0 and 0 shares outstanding at December 31, 2023 and December 31, 2022,
respectively

 -

 -

 Common stock, $ 0.001 par value, 500,000,000 shares authorized and 4,706,419 and 633,365 shares outstanding at December 31, 2023 and December 31, 2022, respectively

 $
 4,706

 $

 Additional paid-in capital

 108,617,178

 50,617,631

 Accumulated deficit

 ( 113,278,588
)

 ( 44,958,199
)

 Foreign currency translation

 723,303

 Total stockholders' (deficit) attributable to Eightco Holdings Inc.

 ( 3,933,401
)

 6,127,733

 Non-controlling interest

 ( 414,502
)

 ( 316,509
)

 Total stockholders' equity (deficit)

 ( 4,347,903
)

 5,811,224

 Total liabilities and stockholders' equity (deficit)

 $
 55,411,443

 $
 58,600,599

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 2

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For

 2023

 2022

 Revenues, net

 75,297,484

 $
 31,820,779

 Cost of revenues

 66,805,023

 29,626,869

 Gross profit

 8,492,461

 2,193,910

 Operating expenses:

 Selling, general and administrative expenses

 16,335,651

 16,401,414

 Restructuring and severance

 2,133,982

 1,300,000

 Total operating expenses

 18,469,633

 17,701,414

 Operating loss

 ( 9,977,172
)

 ( 15,507,504
)

 Non-operating income (expense):

 Interest expense

 ( 11,553,589
)

 ( 6,966,606
)

 Loss on issuance of warrants

 ( 46,928,815
)

 ( 25,318,519
)

 Other income

 139,162

 173,572

 Total non-operating income (expense)

 ( 58,343,242
)

 ( 32,111,553
)

 Net loss before income tax expense (benefit)

)

 ( 47,619,057
)

 Income tax expense (benefit)

 -

 ( 172,997
)

)

 ( 47,446,060
)

 Net loss attributable to non-controlling interest

 ( 25
)

 ( 187,649
)

 Net loss attributable to Eightco Holdings Inc.

 ( 68,320,389
)

 $
 ( 47,258,411
)

 Net loss per share:

 Net loss per share – basic and diluted

 ( 23.63
)

 $
 ( 150.95
)

 Weight average number of common shares outstanding – basic and diluted

 2,891,144

 313,072

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 EIGHTCO HOLDINGS INC.

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 For the Years
 Ended December 31,

 2023

 2022

 $
)

 $
 ( 47,446,060
)

 Foreign currency translation – unrealized gain (loss)

 255,635

 467,688

 Comprehensive loss

 $
 ( 68,064,779
)

 $
 ( 46,978,372
)

 F- 4

 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT

 For

 Shares

 Amount

 Capital

 Deficit

 Total

 Stock

 Additional
 Paid in

 Non controlling

 Retained
 Earnings
 (Accumulated

 Accumulated
 Other

 Shares

 Amount

 Capital

 Deficit)

 Total

 Balances,
 January 1, 2023

 633,365

 $

 $

 50,617,631

 $

 ( 316,509

)

 $

 ( 44,958,199

)

 $

 $

 5,811,224

 Issuance of common stock to note holders

 774,333

 7,742,559

 -

 -

 -

 7,743,333

 Issuance of common stock to investors

 95,299

 ( 95

)

 -

 -

 -

 -

 Exercise of warrants

 2,544

 2,544

 12,256

 -

 -

 -

 14,800

 Issuance of warrants

 -

 -

 51,264,424

 -

 -

 -

 51,264,424

 Repurchase of warrants from noteholder

 -

 -

 ( 660,000

)

 -

 -

 -

 ( 660,000

)

 Forfeiture of equity awards

 -

 -

 ( 854,000

)

 -

 -

 -

 ( 854,000

)

 Share-based compensation

 658,954

 494,404

 -

 -

 -

 495,063

 Distributions to non-controlling interest

 -

 -

 -

 ( 97,968

)

 -

 -

 ( 97,968

)

 Foreign currency translation

 -

 -

 -

 -

 -

 255,635

 255,635

 -

 -

 -

 ( 25

)

 ( 68,320,389

)

 -

)

 Balances, December 31, 2023

 4,706,419

 $

 4,706

 $

 108,617,178

 $

 ( 414,502

)

 $

 ( 113,278,588

)

 $

 723,303

 $

 ( 4,347,903

)

 Balances, January 1, 2022

 $
 -

 $
 -

 $
 ( 128,860
)

 $
 2,300,212

 $
 -

 $
 2,171,352

 Balance

 $
 -

 $
 -

 $
 ( 128,860
)

 $
 2,300,212

 $
 -

 $
 2,171,352

 Issuance of common stock to investors

 30,000

 11,999,970

 -

 -

 -

 12,000,000

 Exercise of warrants

 189,047

 8,963

 -

 -

 -

 9,152

 Issuance of common stock to shareholders upon
 distribution from Vinco Ventures, Inc.

 376,105

 ( 376
)

 -

 -

 -

 -

 Issuance of common stock to vendors

 8,500

 ( 8
)

 -

 -

 -

 -

 Issuance of common stock to note holders

 30,000

 1,589,970

 -

 -

 -

 1,590,000

 Issuance of warrants to noteholders and placement
 agent

 -

 -

 29,224,067

 -

 -

 -

 29,224,067

 Offering costs

 -

 -

 ( 960,000
)

 -

 -

 ( 960,000
)

 Repurchase of common stock from shareholders
 upon distribution

 ( 487
)

 -

 ( 49,455
)

 -

 -

 -

 ( 49,455
)

 Share-based compensation

 -

 -

 1,504,500

 -

 -

 -

 1,504,500

 Shares reserved for future issuance of common
 stock to Sellers of Forever 8

 -

 -

 7,300,000

 -

 -

 -

 7,300,000

 Foreign currency translation

 -

 -

 -

 -

 -

 -

 -

 -

 ( 187,649
)

 ( 47,258,411
)

 -

 ( 47,446,060
)

 Balances, December
 31, 2022

 633,365

 $

 $
 50,617,631

 $
 ( 316,509
)

 $
 ( 44,958,199
)

 $

 $
 5,811,224

 Balance

 633,365

 $

 $
 50,617,631

 $
 ( 316,509
)

 $
 ( 44,958,199
)

 $

 $
 5,811,224

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For

 2023

 2022

 Cash flows from operating activities:

 $
)

 $
 ( 47,446,060
)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 Depreciation and amortization

 3,044,531

 848,933

 Amortization of debt issuance costs

 8,109,078

 6,217,053

 Impairments of long-lived assets

 292,748

 1,300,000

 Loss on issuance of warrants

 46,928,815

 25,318,519

 Share-based compensation

 ( 358,937
)

 1,504,500

 Provision for bad debts

 -

 608,356

 Gain on disposal

 5,897

 -

 Changes in assets and liabilities, net of acquisition:

 Accounts receivable

 ( 610,398
)

 ( 443,312
)

 Inventories

 ( 1,322,269
)

 3,541,152

 Prepaid expenses and other current assets

 928,237

 5,462,405

 Accounts payable

 343,390

 ( 25,775
)

 Accrued expenses and other current liabilities

 4,560,243

 ( 13,605,160
)

 Net cash used in operating activities

 ( 6,399,079
)

 ( 16,719,389
)

 Cash flows from investing activities:

 Purchases of property and equipment

 ( 117,387
)

 ( 105,703
)

 Purchase of license agreement

 ( 358,763
)

 ( 158,594
)

 Cash from acquisition of Forever 8 Fund, LLC

 -

 732,716

 Proceeds from sale of assets

 181,000

 -

 Net cash (used in) provided by investing activities

 ( 295,150
)

 468,419

 Cash flows from financing activities:

 Net proceeds from issuance of common stock

 14,798

 11,529,152

 Net borrowings under lines of credit

 4,775,000

 -

 Net borrowings under convertible notes

 3,360,000

 7,000,000

 Net repayments under notes payable – related parties

 ( 249,507
)

 -

 Repurchase of common stock from shareholders upon distribution

 -

 ( 49,455
)

 Due to (from) Former Parent

 -

 3,028,154

 Fees paid to placement agent

 -

 ( 560,000
)

 Fees paid for financing costs

 ( 664,389
)

 -

 Repayments under notes payable – related parties

 ( 116,300
)

 -

 Repayments under notes payable

 -

 ( 27,644
)

 Repurchase of warrants from noteholders

 ( 660,000
)

 -

 Distributions

 ( 97,968

)

 -

 Net cash provided by financing activities

 6,361,634

 20,920,207

 Net increase in cash and cash equivalents and restricted cash

 ( 332,595
)

 4,669,237

 Cash and cash equivalents and restricted cash, beginning of the year

 5,580,431

 911,194

 Cash and cash equivalents and restricted cash, end of the year

 $
 5,247,836

 $
 5,580,431

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 444,781

 $

 Cash paid for income taxes

 $
 -

 $
 -

 Right of use assets

 $
 -

 $
 98,736

 Operating lease liabilities

 $
 -

 $
 98,736

 Convertible shares under notes payable

 $
 7,743,333

 $
 -

 Issuance of warrants to noteholders and placement agent

 $
 4,335,611

 $
 3,905,458

 Original issue discount

 $
 555,000

 $
 3,333,333

 Accrued placement agent fees for equity placement

 $
 -

 $
 480,000

 Purchase of property, plant and equipment through settlement of portion of loan held-for-investment

 $
 -

 $
 1,775,748

 Fair value of preferred units of Forever 8 Fund, LLC issued in the acquisition reflected as additional paid in capital

 $
 -

 $
 7,300,000

 Convertible shares under notes payable – related party

 $
 -

 $
 24,500,000

 Accrual for contingent consideration for acquisition of Forever 8 Fund, LLC

 $
 -

 $
 6,100,000

 Issuance of common stock upon the distribution from Vinco Ventures, Inc.

 $
 -

 $
 18,805

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 NOTES

 For

 1.
 NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 As used herein, "Eightco" and the "Company"
refer to Eightco Holdings Inc. and subsidiaries and/or where applicable, its management, a Delaware corporation originally incorporated
on September 21, 2021 (date of inception) under the laws of the State of Nevada. On March 9, 2022, the Company converted to a Delaware
corporation pursuant to a plan of conversion entered into with its former parent, Vinco Ventures, Inc. ("Vinco" or "Former
Parent"). The Company operates in three main businesses: Forever 8 Inventory Cash Flow Solution, Web3 Business, and Packaging Business.
Forever 8 Fund LLC ("Forever 8"), which focuses on purchasing inventory for e-commerce retailers, was acquired by the company
on October 1, 2022, and is part of its Inventory Solution Business. The Company previously sold BTC mining equipment and developed an
NFT character set under its Web3 Business but has no intention of continuing this business at this time. The Packaging Business manufactures
and sells custom packaging for a wide variety of products and helps customers generate brand awareness and promote brand image through
packaging. Prior to the Separation (as defined below), the Company was 100 % owned by Vinco.

 As of December 31, 2023, Eightco had three wholly-owned subsidiaries:
Forever 8, Ferguson Containers, Inc. ("Ferguson Containers") and BlockHiro, LLC. Ferguson Containers owns 100 % of 8co Holdings
Shared Services, LLC. Eightco owns 51 % of CW Machines, LLC which is consolidated under the voting interest entity model. Under the voting
interest entity model, control is presumed by the holder of a majority voting interest unless noncontrolling shareholders have substantive
participating rights. Forever 8 owns 100 % of Forever 8 UK, Ltd and Forever 8 Fund EU Holdings BV.

 During 2021, the Former Parent announced it plans to spin-off (the
"Separation") certain of its businesses. The Former Parent has included Ferguson Containers as well as other subsidiaries
of the Former Parent (the "Eightco Businesses") as part of the spin-off. In anticipation of the Separation, the Former Parent
contributed its assets and legal entities comprising the Eightco Businesses to facilitate the Separation. As a result of the Separation,
the Company has become an independent, publicly traded company comprised of the Eightco Businesses on June 30, 2022.

 On March 29, 2022, Ferguson Containers ownership was assigned by the
Former Parent to the Company. This transaction between entities under common control resulted in a change in reporting entity and required
retrospective combination of the entities for all periods presented, as if the combination had been in effect since the inception of common
control. Accordingly, the 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 audited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally
accepted in the United States of America ("US GAAP"). All significant intercompany transactions and balances have been eliminated
in consolidation.

 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.

 F- 7

 NOTES

 For

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Reverse
Stock Split: On April 3, 2023, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's
Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of Delaware (1) to effect a
 1-for-50 reverse stock split of the shares of the Company's common stock, par value $ 0.001 per share (the "Common Stock"),
either issued and outstanding or held by the Company as treasury stock (the "Reverse Stock Split") and (2) to change the
name of the Company from "Cryptyde, Inc." to "Eightco Holdings Inc." (the "Name Change"). Both the
Reverse Stock Split and the Name Change were effective as of 4:05 p.m., New York time, on April 3, 2023. The Common Stock began trading
on a reverse stock split-adjusted basis on the Nasdaq Capital Market on April 4, 2023. The trading symbol for the Common Stock following
the Reverse Stock Split and the Name Change is "OCTO." The new CUSIP number for the Common Stock following the Reverse Stock
Split and the Name Change is 22890A203. All share, equity award, and per share amounts contained in the Consolidated Financial Statements
have been adjusted to reflect the Reverse Stock Split for all prior periods presented.

 Use
of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
The Company's significant estimates used in these consolidated financial statements include, but are not limited to, 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.

Combinations. For business combinations that meet the accounting definition of a business, the Company determines and allocates the
purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed, and noncontrolling interest,
if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash
flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management's
expectations for the future. Revenues and costs of the acquired companies are included in the Company's operating results from
the date of acquisition. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately
value assets acquired and liabilities assumed at the acquisition date, and these estimates and assumptions are inherently uncertain and
subject to refinement during the measurement period not to exceed one year from the acquisition date. As a result, any adjustment identified
subsequent to the measurement period is included in operating results in the period in which the amount is determined (See Note 3 –
Acquisitions).

 Cash
and Cash Equivalents. The Company considers all highly liquid, short-term investments with original maturities of three months or
less when purchased to be cash equivalents.

 Restricted
Cash. The Company's restricted cash, for the period ended December 31,
2022, consisted of cash that the Company was contractually obligated to maintain in accordance with the terms of its January 26, 2022
Secured Convertible Note.

 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 $ 67,350 and $ 46,705 as of December 31, 2023 and
2022, respectively. There was one customer who represented 27 % of total accounts receivable as of December 31, 2023.

 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: 3 to 5 years for office
equipment, 5 to 7 years for furniture and fixtures, 6 to 10 years for machinery and equipment, 10 to 15 years for building improvements,
 5 years for software, 5 years for molds, 5 to 7 years for vehicles and 40 years for buildings. When fixed assets are retired or otherwise
disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statements
of comprehensive loss for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and
repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining
estimated useful lives.

 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. During the years ended December 31, 2023 and 2022, the
Company recorded impairment charges to long lived assets in the amounts of $ 292,748 and $ 1,300,000, respectively. We record intangible
assets based on their fair value on the date of acquisition. Intangible assets include the cost of developed technology, customer relationships,
trademarks and tradenames. Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives,
as follows: 10 years for developed technology, 7 years for customer relationships and 7 years for trademarks and tradenames. The Company
reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use
of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset's carrying
value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets,
if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including
a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to an asset, an
impairment loss equal to the remaining carrying value of the asset is recorded. The Company did not record any impairment charges related
to intangibles assets during the years ended December 31, 2023 and 2022, respectively.

 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. We perform 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. We 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, we assess 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 our goodwill and other indefinite-lived intangible assets are impaired, a quantitative
impairment analysis would be performed to determine if impairment is required. We 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 our 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.

 F- 8

 NOTES

 For

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 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.

 Warrants. The
Company classifies a warrant to purchase shares of its common stock as equity on its consolidated balance sheets as this warrant is a
free-standing financial instrument that is indexed to the Company's own stock and meets the criteria for equity classification. Each
warrant is initially recorded within equity at the date of grant, net of issuance costs, and is not subsequently re-measured. Changes
in the fair value of the warrant are not recognized after the initial measurement. The warrants will remain classified in equity until
they are exercised or expire.

 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 71 %
of total revenues for the year ended December 31, 2023.

 Disaggregation
of Revenue. The Company's primary revenue streams include the sale of consumer goods through our inventory
management solutions business and the sale of corrugated packaging materials. 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. Since the Company has no items of other comprehensive loss, comprehensive loss
is equal to net loss.

 Foreign
Currency Transactions and Translation. Eightco's functional currency is the United States Dollar ("USD") and
the Forever 8 functional currency in which it operates is the Euro ("EUR").

 For
the purpose of presenting these 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
rate used for the translation as follows:

 USD
to EUR – 1 USD to.9009 EUR's.

 USD
to GBP – 1 USD to.7874 GBP's.

 Earnings
Per Share. The Company follows ASC 260 when reporting Earnings Per Share resulting in the presentation of basic and diluted earnings
per share. Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested
common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average
number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting
from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding
excludes common stock equivalents because their inclusion would be anti-dilutive. As of December 31, 2023 and 2022, the Company excluded
the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its
calculation of earnings per share, as their effect would have been anti-dilutive.

 SCHEDULE OF EARNINGS PER SHARE COMMON STOCK EQUIVALENTS ANTI DILUTIVE

 2023

 2022

 Warrants for Former Parent warrant holders

 -

 15,356

 Convertible shares under notes payable

 2,445,153

 194,867

 Warrants for noteholders and placement agent

 221,084

 720,000

 Warrants for equity investors and placement agent

 728,000

 259,200

 Shares to be issued to employees and directors

 -

 23,250

 Shares reserved for issuance for preferred units of Forever 8 Fund, LLC

 215,000

 210,000

 Convertible notes payable issued in acquisition of Forever 8 Fund, LLC

 273,837

 275,000

 Shares reserved for contingent consideration for acquisition of Forever 8 Fund, LLC

 370,000

 140,000

 Total common stock equivalents

 4,253,074

 1,837,673

 F- 9

 NOTES

 For

 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.

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 December 31, 2023 and 2022.
The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The
Company's policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and
administrative expenses in the consolidated statements of comprehensive income. The Company is subject to routine audits by taxing jurisdictions;
however, there are currently no audits for any tax periods in progress.

 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
$ 31,815,804. The estimated fair value of this debt approximates the carrying value of these instruments, due to the interest rates on
this debt approximating current market interest rates.

 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 December 31, 2023, amount due from one customer totaled approximately
 21 % of accounts receivable.

 Leases.
 In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). This ASU requires
a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective
for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Company has adopted ASU 2016-02 as
of January 1, 2022. The adoption of the standard did not have a material impact on the balance sheet. As of April 26, 2022, the date
the Company assumed the lease, the operating lease right of use asset and operating lease liability amounted to $ 98,736 with
no cumulative-effect adjustment.

 Recent
Accounting Pronouncements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments –
Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently
issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that
have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses
for financial assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim
periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023 utilizing the modified retrospective
transition method. The adoption of this standard did not have a material impact on the Company's financial statements, but did change
how the allowance for credit losses is determined.

 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
inventory management solutions and the sale of corrugated packaging materials. Therefore, the Company only identifies two reportable
operating segments.

 F- 10

 NOTES

 For

 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 113,278,588 as of December 31, 2023 and further losses are anticipated in the development of its business. Further, the Company
has current liabilities in excess of current assets and has a stockholders' deficit at December 31, 2023. These factors raise substantial
doubts about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial
statements.

 As of December 31, 2023, the Company
had approximately $ 5.2 million
in cash and cash equivalents as compared to $ 5.6
million at December 31, 2022. The Company expects that its current cash and cash equivalents, approximately $ 500,000
as of the date of this annual report, will not be sufficient to support its projected operating requirements for at least the next
12 months from this date.

 The
Company expects to need additional capital in order to increase revenues above current levels. Any additional equity financing, if
available, may not be on favorable terms and would likely be significantly dilutive to the Company's current stockholders, and
debt financing, if available, may involve restrictive covenants. The Company's ability to access capital when needed is not
assured and, if not achieved on a timely basis, will likely have a materially adverse effect on our business, financial condition
and results of operations. 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 reduce costs in 2024.

 4.
 ACQUISITIONS

 Effective
October 1, 2022, the Company acquired 100 % of the issued and outstanding membership interests of Forever 8.

to the Purchase Agreement, the Sellers received consideration consisting of (i) an aggregate of 215,000 non-voting preferred membership
units of Forever 8 (the "Initial Base Preferred Units"), subject to adjustments discussed below, (ii) convertible promissory
notes in an aggregate principal amount of $ 27.5 million (the "Promissory Notes"), and (iii) the right to receive potential
earnout amounts as discussed below. The following table summarizes the aggregate preliminary purchase price consideration paid to acquire
Forever 8 Fund, LLC:

 SCHEDULE OF PRELIMINARY PURCHASE PRICE CONSIDERATION PAID

 October 1,

 2022

 215,000 non-voting preferred membership
 units of Forever 8

 $
 7,300,000

 Convertible promissory notes in an aggregate
 principal amount of $ 27.5 million

 24,500,000

 Contingent consideration

 6,100,000

 Total purchase price

 $
 37,900,000

 The
Company believes that this combination will further strengthen its future growth opportunities. The Company accounted for this acquisition
as a business combination under the acquisition method of accounting. Paul Vassilakos, the Company's Chief Executive Officer, will remain as President of Forever 8 and is the Sellers representative and has the ability to make certain unilateral decisions on behalf of the Sellers.

 The following table summarizes the preliminary purchase price allocation
of fair values of the assets acquired and liabilities assumed at the date of acquisition:

 SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

 October 1,

 2022

 Cash and cash equivalents

 $
 732,716

 Accounts receivable, net

 561,569

 Inventories

 7,464,823

 Prepaid expenses and other assets

 116,857

 Property and equipment

 2,146

 Intangible assets

 19,000,000

 Goodwill

 Total assets acquired

 50,202,699

 Accounts payable and accrued expenses

 10,452,699

 Debt

 1,850,000

 Earnout

 -

 Total liabilities assumed

 12,302,699

 Total

 $
 37,900,000

 The Company classified the
Initial Base Preferred Units as equity. The preferred units are convertible into common stock at a fixed ratio of 1:1 with no adjustments
for changes in fair market value and no option for cash settlement. These factors, including the fixed-for-fixed conversion feature and
settlement solely in shares, justify the classification of the $ 7.3 million ascribed to the Initial Base Preferred Units as additional
paid-in capital. Non-voting preferred membership units of 215,000 remain outstanding as of December 31, 2023.

 The
Company anticipates the goodwill will be tax deductible.

 5.
 ACCOUNTS RECEIVABLE

 Accounts
receivable consist of the following at December 31, 2023 and December 31, 2022:

 SCHEDULE OF ACCOUNTS RECEIVABLE

 31,
 2023

 31,
 2022

 Trade accounts receivable

 $
 1,941,300

 $
 1,871,908

 Less: allowance for
 credit losses

 ( 67,350
)

 ( 608,356
)

 Total accounts receivable

 $
 1,873,950

 $
 1,263,552

 6.
 INVENTORIES

 Inventories
consist of the following at December 31, 2023 and December 31, 2022:

OF INVENTORIES

 31,

 2023

2022

 Raw
 materials

 $

 22,116

 $

 27,922

 Finished
 goods

 6,657,791

 5,174,081

 Reserve for obsolescence

 ( 600,000

)

 ( 700,000

)

 Total
 inventories

 $

 6,079,907

 $

 4,502,003

 7.
 OTHER CURRENT ASSETS

 Other
current assets consist of the following at December 31, 2023 and December 31, 2022:

 SCHEDULE OF OTHER CURRENT ASSETS

 31,

 2023

 31,

 2022

 Advances
 for inventory purchases

 $

 517,228

 $

 630,967

 Prepaid
 insurance

 91,075

 735,934

 Deposits

 4,994

 90,578

 Prepaid
 software deposit

 -

 242,200

 Due from customer

 106,846

 -

 Other

 87,765

 36,466

 Total
 other current assets

 $

 807,908

 $

 1,736,145

 8.
 LOAN HELD-FOR-INVESTMENT, RELATED PARTY

 Loan
held-for-investment, related party, represents a senior secured promissory note ("Note") from Wattum Management Inc., a non-controlling
member of CW Machines, LLC, a related party. The note bears interest of 5 %
per annum and matures on October
12, 2026 with the entire outstanding principal
and accrued interest due at maturity date. The Note is secured by assets of Wattum Management, Inc. Expected credit losses for loan held
for investment are based on management's assessment of credit risk associated with the loan, including consideration of factors
such as the financial condition of the entity, historical payment behavior, and any collateral or guarantees provided. The Company determined
it was not necessary to record an allowance for credit losses as of December 31, 2023 and 2022.

 At
December 31, 2023 and 2022, the principal amount of the loan held for investment was $ 2,224,252,
respectively.

 F- 11

 NOTES

 For

 9.
 PROPERTY AND EQUIPMENT, NET

 Property
and equipment consist of the following at December 31, 2023 and December 31, 2022:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 2023

 2022

 Land

 $
 -

 $
 -

 Building and building improvements

 781,985

 781,985

 Equipment and machinery

 4,752,663

 5,146,029

 Furniture and fixtures

 284,049

 280,811

 Vehicles

 585,854

 572,927

 Property plant and equipment, gross

 6,404,551

 6,781,752

 Less: accumulated depreciation

 ( 5,659,992
)

 ( 5,460,710
)

 Total property and equipment, net

 $
 744,559

 $
 1,321,042

 Depreciation and amortization expense was $ 199,282 and $ 270,325 for
the years ended December 31, 2023 and 2022, respectively. The Company recorded an impairment charge of $ 292,748 and $ 1,300,000 for the
years ended December 31, 2023 and 2022, respectively.

 10.
 INTANGIBLE ASSETS, NET

 Intangible
assets consist of the following at December 31, 2023 and December 31, 2022:

OF INTANGIBLE ASSETS

 Useful Lives

 2023

 2022

 Customer relationships

 7 years

 $
 7,100,000

 $
 7,100,000

 Developed technology

 10 years

 10,219,775

 9,858,594

 Trademarks and tradenames

 7 years

 2,200,000

 2,200,000

 Total intangible assets, gross

 19,519,775

 19,158,594

 Less: accumulated amortization

 ( 3,411,332
)

 ( 578,608
)

 Total intangible assets, net

 $
 16,108,443

 $
 18,579,986

 Amortization expense was $ 2,832,724 and $ 578,608 for the years ended
December 31, 2023 and 2022, respectively.

 Amortization
expense for the next five years is as follows:

 SCHEDULE OF AMORTIZATION FUTURE ROLLING MATURITY

 For the years ending December 31,

 2024

 $

 2025

 2026

 2027

 2028

 Thereafter

 4,536,288

 Total

 $
 16,108,443

 11.
 GOODWILL

 The
changes in the carrying amount of goodwill for the period from January 1, 2023 through December 31, 2023 consisted of the following:

OF GOODWILL

 Balance,
 January 1, 2023

 $

 Additions and adjustments

 -

 Balance,
 December 31, 2023

 $

 F- 12

 NOTES

 For

 12.
 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 Accrued
expenses and other current liabilities consist of the following at December 31, 2023 and December 31, 2022:

 SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 2023

 2022

 Customer deposits

 $
 -

 $
 83,504

 Payroll and related benefits

 1,831,499

 386,781

 Professional fees

 -

 280,000

 Accrued settlement liability for equity holders of Forever 8

 206,779

 469,775

 Accrued interest

 3,741,155

 825,872

 Accrued rent

 1,050,000

 525,000

 Other

 357,242

 53,586

 Total accrued expenses and other current liabilities

 $
 7,186,675

 $
 2,624,518

 13.
 DUE TO AND FROM FORMER PARENT

 As of December 31, 2023 and 2022, due to Former Parent consists of
net amounts due to Vinco related to management fees and borrowings for working capital and financing needs of Eightco Holdings Inc. as
well as other operating expenses that were paid for on behalf of one to the other. As of December 31, 2023 and 2022, the net amount due
to Former Parent was $ 6,977,193 and $ 7,226,700, respectively.

 F- 13

 NOTES

 For

 14.
 LINES OF CREDIT

 Principal
due under the lines of credit was as follows at December 31, 2023 and December 31, 2022:

OF LINE OF CREDIT

 31,
 2023

 31,
 2022

 Lines of credit, 15 %- 18 %

 $
 3,200,000

 $
 -

 Interest expense under lines of credit was $ 227,630 and $ - for
the years ended December 31, 2023 and 2022, respectively.

 15.
 LINES OF CREDIT – RELATED PARTIES

 Principal
due under the lines of credit – related parties was as follows at December 31, 2023 and December 31, 2022:

OF LINE OF CREDIT - RELATED PARTIES

 31,

 2023

 31,

 2022

 Lines of credit, 15 %- 18 %

 $

 3,425,000

 $

 1,850,000

expense under lines of credit – related parties was $ 339,987 and $ 69,375 for the years ended December 31, 2023 and 2022, respectively.

 16.
 CONVERTIBLE NOTE PAYABLE

 Principal
due under the convertible note payable was as follows at December 31, 2023 and December 31, 2022:

 SCHEDULE OF CONVERTIBLE NOTE PAYABLE

 2023

 2022

 Note payable, 0 %

 4,637,250

 9,743,333

 Less: debt discount

 -

 ( 1,831,828
)

 Note payable, net

 $
 4,637,250

 $
 7,911,505

expense under convertible notes payable was $ 7,109,078
and $ 5,697,149,
of which $ 7,109,078
and $ 5,697,149
was related to amortization of the debt discount, for the years ended December 31, 2023 and 2022, respectively.

 March
2023 Offering

 On
March 15, 2023, Eightco entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Hudson Bay
(the "Investor") for the issuance and sale of a Senior Secured Convertible Note with an initial principal amount of $ 5,555,000
(the "Note") at a conversion price of $ 6.245 per share of Common Stock, and a warrant (the "Warrant") to purchase
up to 889,512 shares of Common Stock with an initial exercise price of $ 6.245 per share of Common Stock (the "Private Placement").
The purchase price of the Note was $ 5,000,000 with an original issue discount of $ 555,000.

 In
connection with the Private Placement, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement"),
a Security and Pledge Agreement (the "Pledge Agreement"), and various ancillary certificates, disclosure schedules and exhibits
in support thereof prior to the closing of the Securities Purchase Agreement.

 F- 14

 NOTES

 For

 16.

Purchase Agreement

 The
Securities Purchase Agreement provides for the purchase by Hudson Bay and the sale by the Company of the March 2023 Note and the March
2023 Warrant. The Securities Purchase Agreement contains representations and warranties of the Company and Hudson Bay that are typical
for transactions of this type. The representations and warranties made by the Company in the Securities Purchase Agreement are qualified
by reference to certain exceptions contained in disclosure schedules delivered to Hudson Bay. Accordingly, the representations and warranties
contained in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those disclosure schedules
and the documentation surrounding the transaction as a whole.

 The
Securities Purchase Agreement closed upon the satisfaction of certain conditions of Hudson Bay and the Company that are typical for transactions
of this type, as well certain other condition including the following:

 the Company delivered to
 Hudson Bay a lock up agreement (the "Lock-Up Agreement"), executed by each of the parties identified in the Securities
 Purchase Agreement;

 the Company received stockholder
 approval of a resolution to increase the number of authorized shares of the Company, and filed with the Delaware Secretary of State
 a Certificate of Amendment to the Company's Certificate of Incorporation causing the increase in the amount of authorized shares
 of the Company; and

 the Company, Hudson Bay
 and the certain creditors of the Company amended that certain Subordination Agreement, dated as of September 13, 2022, by and among
 the Company, the Investor and certain persons identified in that Subordination Agreement (the "Subordination Agreement Amendment").

 The
Securities Purchase Agreement also obligates the Company to indemnify Hudson Bay for certain losses resulting from (1) any misrepresentation
or breach of any representation or warranty made by the Company or any subsidiary of the Company, (2) any breach of any obligation of
the Company or, any subsidiary of the Company, of the Securities Purchase Agreement or any agreements and instruments entered into or
connection with the Securities Purchase Agreement and (3) certain third party claims.

 Senior
Secured Convertible Note

 The
Company issued the Note upon the closing. The entire outstanding principal balance and any outstanding fees or interest is due and payable
in full on January 15, 2024 ("Maturity Date"). The Note does not bear interest, provided, however, that the March 2023 Note
will bear interest at 18 % per annum upon the occurrence of an event of default (as described below).

 The
Maturity Date may be extended at the sole option of Hudson Bay for so long as certain events of default is continuing or for so long
as an event is continuing that if not cured and with the passage of time would result in an event of default.

 The
March 2023 Note is convertible at the option of Hudson Bay into shares of Common Stock at a conversion price of $6.245 per share, subject
to adjustment for stock splits, combinations or similar events (each a "Stock Combination Event"). If on the on the fifth
trading day immediately following a Stock Combination Event, the conversion price then in effect on such fifth trading day (after giving
effect to a proportional adjustment of the conversion price), is greater than the lowest weighted average price of the Common Stock during
the twenty consecutive trading day period ending and including the trading day immediately preceding the fifth trading day after such
Stock Combination Event (the "Event Market Price"), then the conversion price shall be adjusted to the Event Market Price.

 The
March 2023 Note contains certain limitations on conversion. It provides that no conversion may be made if, after giving effect to the
conversion, Hudson Bay would own in excess of 9.99% of the Company's outstanding shares of Common Stock. This percentage may be
increased or decreased to a percentage not to exceed 9.99%, at the option of Hudson Bay, except any increase will not be effective until
61-days' prior notice to the Company.

 F- 15

 NOTES

 For

 16.

 The
conversion price of the March 2023 Note will be subject to adjustments for stock splits, combinations or similar events. In addition,
the conversion price of the March 2023 Note will also subject to anti-dilution adjustment which, subject to specified exceptions, in
the event that the Company issues or is deemed to have issued certain securities at a price lower than the then applicable conversion
price, immediately reduces the conversion price of the March 2023 Note to equal the price at which the Company issues or is deemed to
have issued its Common Stock.

 The
March 2023 Note imposes penalties on the Company for any failure to timely deliver any shares of its Common Stock issuable upon conversion.

 The
March 2023 Note contains events of default that are typical for transactions of this type, as well as the following events:

 the failure of any registration
 statement required by the Registration Rights Agreement to be filed within five trading days after the date required by the Registration
 Rights Agreement or the failure of any such registration statement to become effective within five trading days after the date required
 by the Registration Rights Agreement;

 the lapse or unavailability
 of any registration statement required by the Registration Rights Agreement for more than 5 consecutive trading days or more than
 an aggregate of 10 trading days in any 365-day period (other than certain allowable grace periods);

 the suspension from trading
 or failure of the Common Stock to be listed for trading on an eligible market for more than 2 consecutive trading days or more than
 an aggregate of 5 trading days in any 365-day period;

 the failure of the Company
 to issue shares upon conversion of the Note for more than 2 trading days after the relevant conversion date or a notice of the Company's
 intention not to comply with a request for conversion;

 the failure for 2 consecutive
 trading days to have reserved for issuance 250% of the full number of shares issuable upon conversion in accordance to the terms
 of the March 2023 Note;

 the failure for 2 trading
 days to pay Hudson Bay principal, interest, late charges or other amounts when and as due under the March 2023 Note;

 the occurrence of any default
 under, redemption of or acceleration prior to maturity of any indebtedness of the Company or a subsidiary;

 the invalidity of any material
 provision of the Security Documents (defined below) or if the enforceability of validity of any material provision of the Security
 Documents is contested by the Company;

 the failure of the Security
 Documents to perfect or maintain Hudson Bay's first priority security interest; and

 the failure to comply with
 certain covenants of the March 2023 Note.

 If
there is an event of default, then Hudson Bay has the right to request redemption of all or any portion of the March 2023 Note, at 130 %
of the sum of the outstanding principal, interest and late fees to be redeemed, provided that if certain conditions specified in the
March 2023 Note are not satisfied, then Hudson Bay has the right to request redemption of all or any portion of the March 2023 Note,
at 130 % of the greater of (i) the sum of the outstanding principal, interest and late fees to be redeemed and (ii) the product of (a)
the number of shares into which the March 2023 Note (including all principal, interest and late fees) subject to redemption may be converted
and (b) the greatest closing sale price for the Common Stock beginning on the date immediately preceding the event of default and ending
on the date the Company makes the entire payment required to be made upon the redemption provided, however, that if no Cash Release Event
(as defined in the March 2023 Note) has occurred on or prior to the applicable of default redemption date, the principal amount used
in calculating the applicable event of default redemption price on such event of default redemption date shall be decreased by the holder's
pro rata portion.

 F- 16

 NOTES

 For

 16.

 The
March 2023 Note prohibits the Company from entering into certain transactions involving a change of control, unless the successor entity
assumes in writing all of the obligations of the Company under the March 2023 Note and the other transaction documents. In the event
of such a transaction, Hudson Bay will have the right to request redemption of the Note, at Redemption Variable Premium (as defined in
the March 2023 Note) of the greater of (i) of the sum of the amount of principal, interest and late fees to be redeemed; and (ii) the
product of (x) the sum of the amount of principal, interest and late fees to be redeemed and (y) the quotient determined by dividing
(1) the greatest closing sale price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier
to occur of (A) the consummation of the applicable change of control and (B) the public announcement of such change of control and ending
on the date Hudson Bay delivers a change of control redemption notice, by (2) the Conversion Price; or; (iii) Redemption Variable Premium
of the product of (x) the number of shares into which the March 2023 Note (including all principal, interest and late fees) subject to
such redemption may be converted multiplied by (y) the greatest closing sale price of the shares of Common Stock during the period beginning
on the date immediately preceding the earlier to occur of (x) the consummation of the change of control and (y) the public announcement
of such change of control and ending on the date Hudson Bay delivers the change of control redemption notice; provided, however, that
if no Cash Release Event has occurred on or prior to the applicable change of control redemption date, the principal amount used in calculating
the applicable change of control redemption price on such change of control.

 If
the Company issues options, convertible securities, warrants, stock, or similar securities to holders of its Common Stock, the holder
of the March 2023 Note shall have the right to acquire the same as if it had converted its March 2023 Note.

 Hudson
Bay is entitled to receive any dividends paid or distributions made to the holders of the Common Stock on an "as if converted"
to Common Stock basis.

 The
March 2023 Note contains a variety of covenants on the part of Company that are typical for transactions of this type, as well as the
following covenants:

 the March 2023 Note ranks
 senior to all other indebtedness of the Company, except that certain permitted indebtedness ranks pari passu with the March
 2023 Note;

 the Company will not incur
 other indebtedness, except for certain permitted indebtedness;

 the Company will not incur
 any liens, except for certain permitted liens;

 the Company will not, directly
 or indirectly, redeem or repay all or any portion of any permitted indebtedness if at the time such payment is due or is made or,
 after giving effect to such payment, an event constituting, or that with the passage of time and without being cured would constitute,
 an event of default has occurred and is continuing; and

 the Company will not redeem,
 repurchase or pay any dividend or distribution on its Common Stock or any other capital stock.

 On
March 23, 2023, the warrants issued were classified as equity with an initial grant date fair value of $ 4,532,673, of which $ 4,335,611
was recorded as a deferred debt discount, $ 197,061 of the excess fair value was immediately expensed as loss on issuance of warrants.
The Company also incurred $ 664,389 of issuance expenses which were recorded as deferred debt discount. The fair value of the warrants
was computed on the grant date using a per share price of $ 0.12 per share. The fair value was estimated using the Black Scholes option
pricing models with the following assumptions:

OF FAIR VALUE OF OPTION WITH ASSUMPTIONS

 Dividend
 Yield

 Expected Volatility

 Risk-free Interest
 Rate

 Expected
 Life

 Hudson Bay Warrant; March 2023

 0.00
 %

 143.23
 %

 3.88
 %

 Palladium Capital Warrant; March 2023

 0.00
 %

 143.23
 %

 3.88
 %

 F- 17

 NOTES

 For

 16.

 On
April 5, 2023, the warrants issued under the March 2023 Offering were adjusted under the terms and conditions to a strike price of $ 2.01
due to the reverse stock split. The adjustment resulted in a fair value of $ 3,387,604, of which $ 3,387,604 was immediately expensed as
loss on issuance of warrants. The fair value was estimated using the Black Scholes option pricing models with the following assumptions:

 Dividend
 Yield

 Expected Volatility

 Risk-free Interest
 Rate

 Expected
 Life

 Hudson Bay Warrant; March 2023

 0.00
 %

 143.81
 %

 3.67
 %

 Palladium Capital Warrant; March 2023

 0.00
 %

 143.81
 %

 3.67
 %

 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 $ 2,000,000
 remains outstanding. In addition, pursuant to
the Securities Purchase Agreement (together with the Note Securities Purchase Agreement, the "SPAs") the Company sold to
Hudson Bay the March 2023 Note, of which the entire aggregate principal amount remains outstanding (together with the January 2022 Note,
the "Notes") and the March 2023 Warrant Common Stock.

 Pursuant to the Prepayment
Agreement, the Company agreed to make an aggregate payment of $ 8,215,000 (the "Aggregate Payment Amount") to Hudson Bay in
six installments, of which an initial payment remitted in October 2023 of $ 3,000,000 was allocated towards repayment in full of the remaining
$ 2,000,000 of the January 2022 Note, $ 340,000 partial repayment of the March 2023 Note and $ 660,000 for the redemption in full of the
March 2023 Warrant (the "Initial Payment"). The remaining five installments, which range from $ 150,000 to $ 2,275,000 and are
allocated towards the remaining principal of the March 2023 Note as specified in the Prepayment Agreement, are due on the fifteenth day
of each month, beginning on November 15, 2023 and ending on March 15, 2024. At its option, the Company may prepay any monthly installment
prior to its respective due date. During the three months ended December 31, 2023 the Company remitted a total of $ 3,300,000 in payments.

 Any
cash payments required to be made pursuant to the terms of the Notes shall be suspended as long as the Company timely makes the payments
set forth in the Prepayment Agreement and no Event of Default (as defined in the Notes) (or an event that with the passage of time or
the giving of notice would result in an Event of Default) occurs and is continuing. In addition, upon receipt by Hudson Bay of the Initial
Payment, all of the aggregate principal amount outstanding of the March 2023 Note will no longer be convertible into shares of Common
Stock, provided that any aggregate principal amount outstanding of the March 2023 Note shall again become convertible into shares
of Common Stock if an Event of Default (or an event that with the passage of time or the giving of notice would result in an Event of
Default) occurs and is continuing or in the event the Company fails to timely make the payments under the Prepayment Agreement.

 Upon
receipt by Hudson Bay of the Aggregate Payment Amount, the SPAs, the Notes, the March 2023 Warrant and any other transaction documents
related to the SPAs shall terminate and be of no further force or effect, other than certain indemnification obligations in the SPAs.
In the event that the conditions to closing shall not have occurred by on or before the fifth (5th) business day following the Effective
Date, subject to certain conditions, Hudson Bay has the option to terminate the Prepayment Agreement at the close of business on such
date.

 F- 18

 NOTES

 For

 16.

 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 $ 33,333,333 (the "January 2022 Note") at a conversion price of $ 10.00 per share of Eightco's Common Stock
with a purchase amount of $ 30,000,000 and an original issue discount of $ 3,333,333, a warrant (the "January 2022 Warrant")
to purchase up to 66,667 shares of Common Stock with an initial exercise price of $ 10.00 per share of Common Stock (the "Note Private
Placement"). In addition, the Company issued a warrant to the placement agent to purchase up to 1,067 shares of Common Stock with
an initial exercise price of $ 10.00 per share of Common Stock. The warrants vest immediately, expiring on May 16, 2027 and had an estimated
fair value of $ 3,905,548. The Company recorded a debt discount of $ 7,798,881 which consists of the original issue discount of $ 3,333,333,
the fair value of the warrants of $ 3,905,548 and placement agent fees of $ 560,000. The discount will be amortized over the term of the
convertible note payable. The entire outstanding principal balance and any outstanding fees or interest shall be due and payable in full
on the third anniversary of the date the note is issued, May 5, 2022. The January 2022 Note does not bear interest, provided, however,
that the Note will bear interest at 18 % per annum upon the occurrence of an event of default. Eightco and the Note Investor closed the
transaction contemplated by the Note Securities Purchase Agreement on May 5, 2022. In connection with the Note Private Placement, the
Company also entered into a Registration Rights Agreement (the "January 2022 Registration Rights Agreement") with the Note
Investor, and, upon the closing, entered into a Security Agreement, a Pledge Agreement and various ancillary certificates, disclosure
schedules and exhibits in support thereof prior to the closing of the Note Securities Purchase Agreement.

 On
July 28, 2022, the Company entered into an Amendment Agreement (the "July 2022 Amendment Agreement") with the Note Investor
to amend the Note Securities Purchase Agreement, the January 2022 Note, and that certain January 2022 Registration Rights Agreement.

to the July 2022 Amendment Agreement, the Company released an aggregate of $ 29,000,000 (the "Released Funds") from the restricted
funds account maintained in accordance with the Note Securities Purchase Agreement (the "Restricted Funds Account") and,
going forward, must deposit 50 % of any Warrant Exercise Cash (as defined in the July 2022 Amendment Agreement) into the Restricted Funds
Account. As required by the July 2022 Amendment Agreement, the Company used $ 22,000,000 of the Released Funds to repurchase from the
Investor $ 22,000,000 of the principal of the January 2022 Note. Pursuant to the July 2022 Amendment Agreement, the conversion price of
the balance of the January 2022 Note that remains was voluntarily adjusted to $ 1.06 (the "Adjustment"). The July 2022 Amendment
Agreement also amended the January 2022 Registration Rights Agreement. to require the Company to register (i) the number of shares of
common stock equal to 200 % of the shares issuable upon conversion of the January 2022 Note and (ii) the number of shares of common stock
equal to 200 % of the shares issuable upon exercise of the warrant issued under the Note Securities Purchase Agreement, assuming all cash
has been released from the Restricted Funds Account and the number of shares of common stock issuable upon exercise of the January 2022
Warrant issued under the Note Securities Purchase Agreement has been adjusted in accordance with Section 3(c) of the warrant. The July
2022 Amendment Agreement requires the Company to register additional shares of its common stock underlying the January 2022 Note. Accordingly,
the Company filed a registration statement on Form S-1 dated August 12, 2022 (the "August S-1") with the Securities and Exchange
Commission. The August S-1 includes 301,007 shares of the Company's common stock issuable upon the conversion of the January 2022
Note as a result of the Adjustment.

 As
a result of the Adjustment, the exercise price of (i) warrants to purchase up to 15,467 shares of the Company's Common Stock held
by Palladium Capital Group, LLC, (ii) warrants to purchase up to 66,667 shares of the Company's Common Stock held by the Note Investor,
and (iii) warrants to purchase up to 30,000 shares of the Company's Common Stock held by BHP Capital NY, Inc. was adjusted to $ 1.06
per share of the Company's Common Stock.

 The
July 2022 Amendment Agreement amends the January 2022 Note to permit the Company to enter into technology license agreements which obligate
the Company to make cash payments of up to $ 10,000,000 (the "Cash Payment") and Common Stock issuances of up to 5,000 restricted
shares, provided (i) the Cash Payments are not due until at least two years after the signing of such license agreements, and (ii) the
Company must enter into an intercreditor agreement in connection with each license agreement. The July 2022 Amendment Agreement also
amends the January 2022 Note to increase the permitted amount of a lien on indebtedness of the Company from $ 500,000 to $ 10,000,000.

 The
July 2022 Amendment Agreement grants the holder of the January 2022 Note the right, at any time after December 27, 2023, to force the
Company to redeem all or any portion of the outstanding principal, interest or penalties on the January 2022 Note.

 The
parties also amended the Company's carve out to its financing standstill as set forth in the July 2022 Amendment Agreement.

 F- 19

 NOTES

 For

 16.

 On
September 14, 2022, the Company and the Note Investor entered into a waiver (the "Waiver") to permit, subject to the terms
and conditions set forth therein, the entry into a purchase agreement for Forever 8. Pursuant to the Waiver, the conversion price and
exercise price of the January 2022 Note and the January 2022 Warrants, respectively, were voluntarily and irrevocably adjusted to equal
$ 50.00, subject to further adjustment as set forth therein. As a result of the price adjustment feature, the number of shares of the
Company's common stock issuable upon exercise of the January 2022 Warrants and conversion of the January 2022 Notes was increased
upon the acquisition of Forever 8 on October 1, 2022.

 As
a result of the adjustment of the January 2022 Note and January 2022 Warrant conversion and exercise price, respectively, in the Waiver,
the exercise price of (i) warrants to purchase up to 15,467 shares of the Company's Common Stock held by Palladium Capital Group,
LLC, (ii) warrants to purchase up to 66,667 shares of the Company's Common Stock held by the Note Investor, and (iii) warrants
to purchase up to 30,000 shares of the Company's Common Stock held by BHP Capital NY, Inc. was adjusted to $ 50.00 per share of
the Company's Common Stock.

 On
January 6, 2023, the Company entered into a Second Amendment Agreement (the "Second Amendment Agreement") with Hudson Bay
to amend the (i) Note Securities Purchase Agreement, (ii) the January 2022 Note, (iii) the January 2022 Registration Rights Agreement,
and (iv) the January 2022 Warrant.

to the Second Amendment Agreement, the conversion price of the balance of the January 2022 Note that remains outstanding was voluntarily
adjusted to $ 10.00 per share of Common Stock.

 The
Second Amendment Agreement grants the Company the right to redeem all or a portion of the outstanding amount of the January 2022 Note
(the "Redemption Right") upon 10 trading days' notice provided that (i) no Equity Conditions Failure (as defined in
the January 2022 Note) exists and (ii) the Company has sufficient resources to effect the redemption. The Redemption Right is subject
to certain other restrictions contained in the Second Amendment Agreement.

 The
Second Amendment Agreement provides that if Hudson Bay converts any portion of the January 2022 Note during the 10 consecutive trading
day period starting on January 6, 2023 (the "Applicable Conversion Period"), Hudson Bay shall, on the first business day
immediately following the end of the Applicable Conversion Period, release to the Company an amount of cash from the Control Account
(as defined in the January 2022 Note) equal to 20 % of the amount converted during the Applicable Conversion Period if the volume-weighted
average price ("VWAP") of the common stock on each trading day during the Applicable Conversion Period equals or exceeds
$ 10.00 and there is no circumstance or event that would, with or without the passage of time or the giving of notice, result in a material
default, material breach or event of default under any Transaction Document (as defined in the Note Securities Purchase Agreement).

 As
a result of the voluntary adjustment to the conversion price of the January 2022 Note, the exercise price of the January 2022 Warrant
was automatically adjusted to $ 10.00 per share of common stock and the number of shares issuable upon exercise of the January 2022 Warrant
(the "HB Warrant Shares") was proportionately increased to 3,333,333 HB Warrant Shares. Pursuant to the Second Amendment
Agreement, Hudson Bay agreed to waive the adjustment to the number of HB Warrant Shares issuable pursuant to the January 2022 Warrant
to the extent such adjustment results in a number of HB Warrant Shares underlying the January 2022 Warrant exceeding 2,220,000. The Second
Amendment Agreement provides that Hudson Bay (i) will not exercise January 2022 Warrants to purchase more than an aggregate of 1,500,000
HB Warrant Shares until March 2, 2023, provided such limitation will be waived upon the occurrence of an Event of Default (as defined
in the January 2022 Note) or if the VWAP of the common stock on any trading day from January 6, 2023 until March 2, 2023 is less than
$ 11.00 and (ii) will not exercise the January 2022 Warrant until (x) such time as the aggregate principal amount outstanding of the January
2022 Note is equal to or less than the amount remaining in the Control Account or (y) the occurrence of an Event of Default (the "HB
Initial Exercisability Date"). However, Hudson Bay may exercise Warrants for up to 200,000 shares of common stock prior to the
HB Initial Exercisability Date if the VWAP of the common stock on any trading day during the period starting on March 1, 2023 and ending
on and including March 31, 2023 is less than $ 10.00. If the VWAP of the common stock on each trading day from January 6, 2023 through
March 1, 2023, is greater than $ 11.00, Hudson Bay will forfeit the right to purchase 720,000 HB Warrant Shares pursuant to the January
2022 Warrant, provided that there is no circumstance or event that would, with or without the passage of time or the giving of notice,
result in a material default, material breach or event of default under any Transaction Document. Additionally, the exercise price of
the January 2022 Warrant was voluntarily further adjusted to $ 0.01 per share of common stock in lieu of the investors taking less warrant
shares. The VWAP of the common stock, from January 6, 2023 through March 1, 2023, was below $ 11.00, as such Hudson Bay did not forfeit
the 720,000 HB Warrant Shares.

 The
Second Amendment Agreement required the Company to provide each stockholder entitled to vote at the next special or annual meeting of
stockholders of the Company, which was required to be held no later than April 1, 2023, a proxy statement soliciting each such stockholder's
affirmative vote at the stockholder meeting for approving the increase of the authorized shares of common stock from 250,000,000 to 500,000,000
("Stockholder Approval"). The Stockholder Approval was obtained at the Company's special meeting of stockholders held
on March 15, 2023.

 The
warrants issued by the Company were modified to reduce the exercise price, which also increased the number of warrants to purchase common
stock. The warrant modification expense of $ 43,344,150 was computed on the modification date using a per share price of $ 0.32 per share.
The fair value was estimated using the Black Scholes option pricing models with the following assumptions:

 Dividend
 Yield

 Expected Volatility

 Risk-free Interest
 Rate

 Expected
 Life

 Hudson Bay Warrant; as adjusted January 2023

 0.00
 %

 142.28
 %

 4.10
 %

 Palladium Capital Warrant; as adjusted January 2023

 0.00
 %

 142.28
 %

 4.10
 %

 BHP Warrant; as adjusted January 2023

 0.00
 %

 142.28
 %

 4.10
 %

 F- 20

 NOTES

 For

 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. Please see 3. Acquisitions for further information. Principal
due under the convertible note payable – related parties was as follows at December 31, 2023 and 2022:

 SCHEDULE OF CONVERTIBLE NOTES PAYABLE RELATED PARTIES

 2023

 2022

 Notes payable, 10 %

 27,383,700

 27,500,000

 Less: current portion

 11,500,000

 -

 Notes payable, long-term potion

 $
 15,883,700

 $
 27,500,000

 Less: debt discount

 1,750,000

 2,750,000

 Notes payable, long-term portion, net

 14,133,700

 24,750,000

 Interest expense under convertible notes payable – related parties
was $ 3,878,696 and $ 937,500, of which $ 1,000,000 and $ 250,000 was related to amortization of the debt discount, for the years ended December
31, 2023 and 2022, respectively.

 18.
 INCOME TAXES

Holdings Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income.

 Forever
8 Fund, LLC, BlockHiro, LLC and Cryptyde Shares Services, LLC are limited liability companies which are disregarded entities for income
tax purposes and are owned 100 % by Eightco Holdings Inc. and Ferguson Containers, Inc., respectively. The Company pays corporate federal,
state and local taxes on income allocated to it from BlockHiro, LLC and 8co Holdings Shared Services, LLC.

 CW
Machines, LLC is a limited liability company for income tax purposes and is owned 51 % by Eightco Holdings Inc. The Company pays corporate
federal, state and local taxes on income allocated to it from CW Machines, LLC.

 Ferguson
Containers is taxed as a corporation and pays corporate federal, state and local taxes on income.

 Forever
8 UK Ltd. is taxed as a corporation and pays foreign taxes on income.

 F8
Fund EU Holdings BV is taxed as a corporation and pays foreign taxes on income.

 Components
of income before income taxes were as follows:

 SCHEDULE OF COMPONENTS OF INCOME BEFORE INCOME TAXES

 2023

 2022

 United States

 $
 ( 67,719,971
)

 $
 ( 46,850,995
)

 Foreign

 ( 600,443
)

 ( 768,062
)

 Income before income tax expense

 $
)

 $
 ( 47,619,057
)

 The
tax effects of temporary differences that give rise to deferred tax assets or liabilities are presented below:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Deferred tax assets:

 Stock-based compensation

 $
 ( 8,387
)

 $
 154,298

 Goodwill and intangibles

 270,574

 54,453

 Leases

 -

 14,808

 Reserves

 140,143

 -

 Net operating loss carryforwards

 8,755,550

 4,419,519

 Less: valuation allowance

 ( 9,157,880
)

 ( 4,628,672
)

 Net deferred tax assets

 $
 -

 $
 14,406

 Deferred tax liabilities:

 Right of use assets

 $
 -

 ( 14,406
)

 Property and equipment

 $
)

)

 Net deferred tax liabilities

 $
)

 $
 ( 96,510
)

 Net deferred taxes

 $
)

 $
)

 The
income tax provision consists of the following:

 SCHEDULE OF INCOME TAX PROVISION

 2023

 2022

 Current:

 Federal

 $
 -

 $
 ( 172,997
)

 State

 -

 -

 Foreign

 -

 -

 Total current

 -

 ( 172,997
)

 Deferred:

 Federal

 ( 4,415,124
)

 ( 4,150,207
)

 State

 -

 -

 Foreign

 ( 114,084
)

 145,932

 Less: change in valuation allowance

 4,529,208

 4,004,275

 Total deferred

 -

 -

 Total income tax provision

 $
 -

 $
 ( 172,997
)

 A
reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows:

 SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX

 2023

 2022

 Tax at federal statutory rate

 21.0
 %

 21.0
 %

 Income from pass-through entities taxable to noncontrolling interests

 0.0
 %

 - 0.1
 %

 Warrant valuation

 - 14.5
 %

 - 11.2
 %

 Nondeductible expenses

 - 0.1
 %

 - 0.7
 %

 State and local income taxes

 0.0
 %

 0.0
 %

 Foreign income not subject to U.S. federal taxes

 - 0.2
 %

 - 0.3
 %

 U.S. income taxes subject to valuation allowance

 - 6.2
 %

 - 8.7
 %

 Other

 0.0
 %

 0.4
 %

 Total income tax provision

 0.0
 %

 0.4
 %

tax (benefit) expense for the years ended December 31, 2023 and 2022 was $ 0 and ($ 172,997), respectively. The Company has recorded a
full valuation allowance on the deferred tax assets.

 The
Company's policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the
statement of operations. As of January 1, 2023, the Company had no unrecognized tax benefits and no charge during 2023, and accordingly,
the Company did not recognize any interest or penalties during 2023 related to unrecognized tax benefits. There is no accrual for uncertain
tax positions as of December 31, 2023.

 The
Company files U.S. income tax returns and a state income tax return. With few exceptions, the U.S. and state income tax returns filed
for the tax years ending on December 31, 2021 and thereafter are subject to examination by the relevant taxing authorities.

 As
of December 31, 2023, the Company had a net operating loss carryforward for federal income tax purposes of approximately $ 8,755,550
and credit carryforwards are subject to annual limitations due to the "change in ownership" provisions of the Internal
Revenue Code of 1986 and similar state provisions. The Company's net operating loss carryforward begins to expire in
2041.

 F- 21

HOLDINGS, INC.

 NOTES

 For

 19.
 STOCKHOLDERS' EQUITY

Stock. Prior to the Separation, Vinco Ventures, Inc. owned 100 % of the issued and outstanding common stock of Eightco Holdings Inc.
Effective June 29, 2022, the Company separated from its former parent company, Vinco Ventures, Inc., and the distribution of its common
stock was completed.

stock issuances during the year ended December 31, 2023:

 From
January 1, 2023 through December 31, 2023, the Company issued a total of 774,733 shares of common stock to a noteholder for
repayment of principal valued at $ 7,743,333 based on the conversion price set forth in the Note.

 On
January 26, 2023, the Company issued a total of 20,550 shares of common stock to employees for services rendered on behalf
of the Company valued at $ 571,200 and previously expensed as stock-based compensation.

 On
January 26, 2023, the Company issued a total of 2,700 shares of common stock to three directors for director compensation
valued at $ 91,800 and previously expensed as stock-based compensation.

 On
April 14, 2023, the Company issued 95,112 shares of common stock for broker dealers to investors for partial share ownership
due to the Company's reverse stock split.

 On
September 22, 2023, the Company issued 150,000 shares to a consultant.

 On
November 10, 2023, the Company issued 25,000 shares of its common stock to a consultant for services rendered on behalf of the Company.

 During
the year ended December 31, 2023, the Company issued 2,544,592 shares of common stock upon the exercise of warrants.

stock issuances during the year ended December 31, 2022:

 On
June 29, 2022, Vinco Ventures, Inc. distributed 100 % of the shares of our common stock held by Vinco to holders of shares of Vinco common
stock, subject to certain conditions. On the Distribution Date, each holder of Vinco common stock received one share of Eightco common
stock for every ten shares of Vinco common stock held at the close of business on the Record Date. The total number shares of our common
stock issued related to the distribution was 376,105.

 On
May 18, 2022, the Company issued warrants to warrant holders of the Former Parent to purchase up to 204,404 shares of Common Stock with
an initial exercise price of $ 0.001 per share of Common Stock (the "Replacement Warrants"). The Replacement Warrants have
been recorded within stockholders' equity.

 On
January 26, 2022, the Company, with respect to certain sections, entered into a Securities Purchase Agreement (the "Equity Private
Placement") with an accredited investor (the "Equity Investor") for the issuance of a (i) 30,000 shares of Common Stock,
and (ii) a warrant (the "Equity Investor Warrant") to purchase up to 30,000 shares of Common Stock with an exercise price
of $ 8.00 per share of Common Stock (the "Equity Private Placement"). In addition, the Company issued a warrant to the placement
agent to purchase up to 4,800 shares of Common Stock with an initial exercise price of $ 8.00 per share of Common Stock. The transaction
closed on May 20, 2022. The consideration paid to Eightco under the Equity Private Placement was $ 12,000,000. The Equity Private Placement
contains covenants on the part of Eightco, including that Eightco will reserve for the purpose of issuance at least 100% of the maximum
number of shares of Common Stock issuable upon conversion of the Equity Investor Warrant. In addition, under the Equity Private Placement,
Eightco will grant the Equity Investor certain rights to participate in any Subsequent Placements for the same duration as the participation
right pursuant to the Note Securities Purchase Agreement.

 During
August 2022, the Company issued 30,000 shares of common stock to noteholders for repayment of principal valued at $ 1,590,000 based on
the conversion price set forth in the Note.

 On
August 29, 2022, the Company issued 6,000 shares of common stock to Emmersive Entertainment for the settlement of the Former Parent's
earnout shares valued at $ 609,000 based on the fair value of the underlying shares on the vesting date. The amount was recorded as shared-based
compensation, which is included in selling, general and administrative expenses.

 On
September 7, 2022, the Company issued 2,250 shares of common stock to vendors for compliance an investor relation services valued at
$ 152,125 based on the fair value of the underlying shares on the vesting date. The amount was recorded as shared-based compensation,
which is included in selling, general and administrative expenses.

 On
September 27, 2022, the Company approved the issuance of 19,500 shares of restricted stock units to employees for services provided valued
at $ 663,000 based on the fair value of the underlying restricted stock units. The amount was recorded as shared-based compensation, which
is included in selling, general and administrative expenses.

 As
of December 31, 2023 and 2022, the Company had 4,706,419 and 633,365 issued and outstanding shares of common stock, respectively.

 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 Holdings Inc. the lease agreement dated July 16, 2021 by and between Abdi R. Boozer-Jomehri (d/b/a
Safety Harbor Centre, Inc.) and Edison Nation, LLC, a 100 % owned subsidiary of Vinco Ventures, Inc. (the "Safety Harbor Lease").
The Company adopted ASC 842 on January 1, 2022 and recognized a right of use asset and liability of $ 98,736 using a discount rate of
 4.5 %. There are no other material operating leases. The Company has elected not to recognize right-of-use assets and lease liabilities
arising from short-term leases.

 On
October 19, 2022, the Company entered into a commercial lease agreement with Foxx Trot Tango, LLC to lease approximately 25 acres of
land, including approximately 250,000 square feet of warehouse space in Sylvester, Georgia for $ 87,500 on a month-to-month basis, effective
July 2022. Owners of Foxx Trot, LLC are also shareholders of the Company.

 Rent expense for the years ended December 31, 2023 and 2022 was $ 849,575
and $ 795,959, respectively. Rental payments are expensed in the statements of comprehensive income in the period to which they relate.

 F- 22

 NOTES

 For

 2 0.
COMMITMENTS AND CONTINGENCIES (continued)

 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 Holdings Inc. 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 Holdings Inc. upon the successful completion
of the spin-off are described below:

 Earned
Shares: Issuance of 6,000 shares of common stock of Eightco Holdings Inc. ("Eightco Shares"). The Company recorded $ 609,000
of share-based compensation related to the Eightco Shares.

 Milestone
1: In the event that the Company generates a minimum of $5,500,000 in annualized booked revenues from the operation of the Musician &
Artist Platform ("Attributed Revenue") ending eight (8) months following the Effective Date ("Tranche 1 Milestone Date"),
the Emmersive Parties shall receive 2,000 restricted Eightco Shares ("Tranche One") within thirty (30) after the Tranche
1 Milestone Date. In the event that the Company does not satisfy this milestone for any reason by the Tranche 1 Milestone Date, the Emmersive
Parties shall have no rights to the additional Eightco Shares.

 Milestone
2: After the Effective Date, in the event the Company generates a minimum of $26,500,000 in annualized Attributed Revenues in any three-calendar
month period ending on or before September 30, 2023, from the Musician & Artist Platform, the Emmersive Parties shall receive an
additional 2,000 restricted Eightco Shares ("Tranche Two"). In the event Milestone Two is achieved, then Milestone One shall
also be deemed to have been achieved. In the event that the Company does not satisfy Milestone Two for any reason by September 30, 2023,
the Emmersive Parties shall have no rights to Tranche Two.

 Milestone
3: After the Effective Date in the event that Buyer generates a minimum of $60,000,000 in annualized Attributed Revenues in any three-calendar-month
period ending on or before September 30, 2024, from the Musician & Artist Platform, the Emmersive Parties shall receive an additional
2,000 restricted Eightco Shares ("Tranche Three"). In the event Milestone Three is achieved, then Milestones One and Two
shall also be deemed to have been achieved. In the event that the Company does not satisfy Milestone Three for any reason by September
30, 2024, time being of the essence, the Emmersive Parties shall have no rights to Tranche Three. In the event that the Company satisfies
Milestone Three in the time prescribed they shall have the right to receive an additional 100,000 restricted shares of Eightco Shares
("Bonus Tranche"). In the event that the Company does not satisfy Milestone Three for any reason, the Emmersive Parties shall
have no rights to the Bonus Tranche.

 None
of the above milestones were met as of December 31, 2023.

 F- 23

 NOTES

 For

 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 years ended December 31, 2023 were the Inventory Management
Solutions segment and the Corrugated segment. The Company's chief operating decision maker has been identified as the Chairman and
CEO, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Segment
information is presented based upon the Company's management organization structure as of December 31, 2023 and the distinctive
nature of each segment. Future changes to this internal financial structure may result in changes to the reportable segments disclosed.
There are no inter-segment revenue transactions and, therefore, revenues are only to external customers.

 Segment
operating profit is determined based upon internal performance measures used by the chief operating decision maker. The Company derives
the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment
results are the same as those used for external reporting purposes. Management measures the performance of each reportable segment based
upon several metrics, including net revenues, gross profit and operating loss. Management uses these results to evaluate the performance
of, and to assign resources to, each of the reportable segments. The Company manages certain operating expenses separately at the corporate
level and does not allocate such expenses to the segments. Segment income from operations excludes interest income/expense and other
income or expenses and income taxes according to how a particular reportable segment's management is measured. Management does
not consider impairment charges, and unallocated costs in measuring the performance of the reportable segments.

 Segment information available with respect to these reportable business
segments for the year ended December 31, 2023 and 2022 was as follows:

 SCHEDULE OF BUSINESS SEGMENTS

 2023

 2022

 For the Years Ended December 31,

 2023

 2022

 Revenues:

 $
 67,568,353

 $
 23,785,070

 7,729,131

 8,035,709

 Total segment and consolidated revenues

 $
 75,297,484

 $
 31,820,779

 Cost of revenues:

 $
 61,308,561

 $
 23,554,550

 5,496,462

 6,072,319

 Total segment and consolidated cost of revenues

 $
 66,805,023

 $
 29,626,869

 Gross profit:

 $
 6,259,792

 $
 230,520

 2,232,669

 1,963,390

 Total segment and consolidated gross profit

 $
 8,492,461

 $
 2,193,910

 Income from operations:

 $
 ( 3,063,241
)

 $
 ( 3,034,702
)

 702,645

 391,139

 Corporate

 ( 7,116,576
)

 ( 12,863,941
)

 Total segment and consolidated income from operations

 $
 ( 9,477,172
)

 $
 ( 15,507,504
)

 Depreciation and amortization:

 $
 2,830,306

 $
 578,608

 214,225

 270,325

 Total segment and consolidated depreciation and amortization

 $
 3,044,531

 $
 848,933

 Revenues by geography:

 North America

 $
 14,634,111

 $
 19,020,719

 Europe

 60,663,373

 12,800,060

 Total geography and consolidated revenues

 $
 75,297,484

 $
 31,820,779

 Segment capital expenditures:

 $
 51,922,852

 $
 1,775,748

 2,967,629

 105,703

 Corporate

 2,409,913

 -

 Total segment and consolidated capital expenditures

 $
 57,300,394

 $
 1,881,451

 Segment total assets:

 $
 50,023,910

 $
 49,572,768

 2,967,629

 3,109,690

 Corporate

 2,419,904

 5,918,141

 Total segment and consolidated assets

 $
 55,411,443

 $
 58,600,599

 F- 24

 NOTES

 For

 22.
 SUBSEQUENT EVENTS

 Nasdaq
Staff Determination

 On
March 28, 2024, we received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company has not regained
compliance with Nasdaq Listing Rule 5810(c)(3)(A) and is not eligible for a second 180 day period. The Company has not regained compliance
with the Rule and is not eligible for a second 180 day period. Specifically, the Company does not comply with the $ 5,000,000 minimum
stockholders' equity initial listing requirement for The Nasdaq Capital Market.

 Accordingly,
unless the Company requests an appeal of this determination as described in further detail below, we have determined that the Company's
securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on April 8,
2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's
securities from listing and registration on The Nasdaq Stock Market.

 We
intend on appealing the Staff's determination to a Hearings Panel (the "Panel"), pursuant to the procedures set forth
in the Nasdaq Listing Rule 5800 Series. A hearing request will stay the suspension of the Company's securities and the filing of
the Form 25-NSE pending the Panel's decision.

 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 of 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"). Pursuant to the O'Donnell Severance Agreement, as of the O'Donnell Effective Date, the O'Donnell
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 O'Donnell Employment
Agreement.

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.

 Seller
Notes Amendment

 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 Membership Interest Purchase Agreement dated February 14, 2022 between the Company, Forever
8, LLC ("Forever 8"),
the member of Forever 8 and Paul Vassilakos. 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 $ 3.0
million, (ii) convert approximately $ 1.1 million of accrued interest on the Seller Notes into 1.4 million shares of common stock of the
Company, and (iii) defer interest and any payments due on the Seller Notes until October 30, 2024.

 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.

 Mr.
Vassilakos, age 47, has served as a director of Adamas One Corp. (NASDAQ) since October 2021. Mr. Vassilakos co-founded, and since July
2020 has been a partner of Forever 8 Fund, LLC, a subsidiary of Eightco Holdings Inc., a consumer products inventory capital provider.
Since 2013 Mr. Vassilakos has served and held various Board, CEO and CFO positions on several publicly listed companies. In July 2007,
Mr. Vassilakos founded Petrina Advisors, Inc., a privately held advisory firm formed to provide investment banking services for public
and privately held companies, and has served as its President since its formation. Mr. Vassilakos also founded and has served as the
President of Petrina Properties Ltd., a privately held real estate holding company, since December 2006. Earlier in his career, Mr. Vassilakos
was engaged as a consultant to assist several SPACs with business combinations. Mr. Vassilakos started his career an Analyst at Salomon
Smith Barney's New York Investment Banking Division and later as an Associate within the Greek Coverage Group of Citigroup Inc.'s
UK Investment Banking Division. While attending university, Mr. Vassilakos was a Registered Securities Representative at Paine Webber
CSC - DJS Securities Ltd, during which time he provided securities brokerage services to private clients. Mr. Vassilakos holds a Bachelor
of Science in finance from the Leonard N. Stern Undergraduate School of Business and was a licensed Registered Securities Representative
(Series 7 and 63) from February 1996 to February 2002.

 F- 25

 NOTES

 For

 22.
SUBSEQUENT EVENTS (continued)

 There
is no family relationship between Mr. Vassilakos and any director or executive officer of the Company.

 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 year, unless earlier terminated in accordance therein, and automatic
renewals for successive one (1) year terms unless either party provides timely written notice otherwise.

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.

 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 Fund, LLC ("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.

 F- 26

 NOTES

 For

 22.
SUBSEQUENT EVENTS (continued)

 McFadden Severance
Agreement

 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.

 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"), 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
(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 has agreed to reasonably cooperate with the Company in the transition
of positions. Additionally, Mr. McFadden shall remain 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
shall resign 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.

 F- 27

 NOTES

 For

 22.
SUBSEQUENT EVENTS (continued)

 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.

 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.

 Appointment of Interim Chief Executive Officer

 On February 22, 2024, the Board appointed Kevin O'Donnell
as Interim Chief Executive Officer of the Company, effective as of the Separation Date, to serve until a successor is chosen and qualified,
or until his earlier resignation or removal.

 There is no family relationship between Mr. O'Donnell
and any director or executive officer of the Company. There are no transactions between Mr. O'Donnell and the Company that would
be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

 Issuance of Common Stock

 On
January 30, 2024, the Company issued 56,235 shares of common stock valued at $ 34,866 to satisfy a potion of the outstanding severance
due to the former employee.

 On
February 22, 2024, the Company issued 42,424 shares of common stock value at $ 23,333 to satisfy outstanding fees for services performed
due to the consultant.

 On
February 28, 2024, the Company issued 77,500 shares of common stock valued at $ 48,050 to satisfy a portion of the outstanding severance
due to the former employee.

 On
February 22, 2024, the Company issued 128,894 shares of common stock value at $ 79,914 to satisfy outstanding fees for services performed
due to the consultant.

 On March 27, 2024, the Company issued 1,399,994 shares
of common stock 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 300,000 shares
of common stock valued at $ 186,000 to a consultant for services performed related to Forever 8.

 On March 27, 2024, the Company issued 256,098 shares
of common stock valued at $ 158,781 to the independent board of directors to satisfy deferred amounts due for services performed.

 On March 27, 2024, the Company issued 865,856 shares
of common stock 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 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 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 valued at 60,000 to certain holders of the Series D Loan and Security Agreement.

 F- 28

 PART
IV

 ITEM
15. EXHIBITS

 Exhibit

 No.

 Description

 2.1#

 Separation
 and Distribution Agreement, dated May 5, by and between Vinco Ventures, Inc. and the Registrant
 (previously filed with the Securities and Exchange Commission as Exhibit 2.1 to the Registrant's
 Registration Statement on Form S-1 filed May 9, 2022)

 2.2#

 Membership
 Interest Purchase Agreement, dated September 14, 2022, by and among Eightco Holdings Inc.,
 Forever8 Fund, LLC, members of Forever 8, LLC set forth on the signature pages thereto and
 Paul Vassilakos (previously filed with the Securities and Exchange Commission as Exhibit
 2.1 to the Registrant's Current Report on Form 8-K filed September 15, 2022)

 3.1

 Certificate of Incorporation (previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant's Amendment No. 2 to Form 10 dated March 18, 2022)

 3.2

 Bylaws (previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant's Amendment No. 2 to Form 10 dated March 18, 2022)

 3.3

 Certificate of Designation of the Series A Preferred Stock of the Company, dated January 19, 2023 (previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated January 20, 2023)

 3.4

 Certificate of Amendment to the Certificate of Incorporation of Eightco Holdings Inc. (previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated March 16, 2023)

 3.5

 Certificate of Amendment to the Certificate of Incorporation of Eightco Holdings, Inc. (previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated April 4, 2023)

 4.1

 Description of Securities (previously filed with the Securities and Exchange Commission as Exhibit 4.1 to the Registrant's Annual Report on Form 10-K filed April 3, 2024)

 4.2

 Form of Senior Indenture (previously filed with the Securities and Exchange Commission as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 filed February 5, 2024)

 4.3

 Form of Subordinated Indenture (previously filed with the Securities and Exchange Commission as Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 filed February 5, 2024)

 10.1

 Amended
 and Restated Tax Matters Agreement, dated June 7, 2022 by and between Vinco Ventures, Inc.
 and the Registrant (previously filed with the Securities and Exchange Commission as Exhibit
 10.1 to the Registrant's Amendment No. 1 to Form S-1 dated June 7, 2022, with a filing
 date of June 8, 2022)

 10.2+

 2022
 Incentive Compensation Plan (previously filed with the Securities and Exchange Commission
 as Exhibit 10.2 to the Registrant's Registration Statement on Form S-1 filed May 9,
 2022)

 10.3+

 Form
 of Restricted Stock Unit Award Grant Notice and Agreement to the 2022 Incentive Compensation
 Plan (previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the
 Registrant's Registration Statement on Form S-1 filed May 9, 2022)

 10.4+

 Employment
 Agreement by and between the Registrant and Brian McFadden (previously filed with the Securities
 and Exchange Commission as Exhibit 10.2 to the Registrant's Current Report on Form
 8-K dated October 5, 2022)

 10.5+

 Employment
 Agreement by and between the Registrant and Brett Vroman (previously filed with the Securities
 and Exchange Commission as Exhibit 10.3 to the Registrant's Current Report on Form
 8-K dated October 5, 2022)

 10.6

 Form
 of Indemnification Agreement entered into between the Registrant and each of its directors and executive officers (previously filed
 with the Securities and Exchange Commission as Exhibit 10.6 to the Registrant's Registration Statement on Form S-1 filed May
 9, 2022)

 10.7

 Form
 of Amendment Agreement between Eightco Holdings Inc., Vinco Ventures, Inc., and Hudson Bay Master Fund Ltd., dated November 11, 2021
 (previously filed with the Securities and Exchange Commission as Exhibit 10.11 to the Registrant's Amendment No. 1 to Form
 10 on January 25, 2022)

 10.7.1

 First
 Amendment to the Amendment Agreement between Eightco Holdings Inc., Vinco Venture. Inc., and Hudson Bay Master Fund Ltd., dated May
 5, 2022 (previously filed with the Securities and Exchange Commission as Exhibit 10.7.1 to the Registrant's Registration Statement
 on Form S-1 filed May 9, 2022)

 10.8

 Form
 of Eightco Holdings Inc. Warrant to Purchase Common Stock (previously filed with the Securities
 and Exchange Commission as Exhibit 10.12 to the Registrant's Amendment No. 1 to Form
 10 on January 25, 2022)

 10.9

 Form
 of Registration Rights Agreement between Eightco Holdings Inc. and Hudson Bay Master Fund Ltd., dated November 11, 2021 (previously
 filed with the Securities and Exchange Commission as Exhibit 10.13 to the Registrant's Amendment No. 1 to Form 10 on January
 25, 2022)

 10.10#

 Note
 Securities Purchase Agreement, dated January 26, 2022 (previously filed with the Securities and Exchange Commission as Exhibit 10.10
 to the Registrant's Registration Statement on Form S-1 filed May 9, 2022)

 10.11

 First
 Amendment to Note Securities Purchase Agreement between Hudson Bay Master Fund Ltd., and Eightco Holdings Inc., dated May 5, 2022
 (previously filed with the Securities and Exchange Commission as Exhibit 10.10.1 to the Registrant's Registration Statement
 on Form S-1 filed May 9, 2022)

 10.12

 Registration
 Rights Agreement, dated January 26, 2022 (previously filed with the Securities and Exchange Commission as Exhibit 10.13 to the Registrant's
 Amendment No. 2 to Form 10 dated March 18, 2022)

 10.13

 Form
 of Note related to the January 26, 2022 Note Securities Purchase Agreement (previously filed with the Securities and Exchange Commission
 as Exhibit 10.14 to the Registrant's Amendment No. 2 to Form 10 dated March 18, 2022)

 10.14

 Form
 of Warrant related to the January 26, 2022 Note Securities Purchase Agreement (previously filed with the Securities and Exchange
 Commission as Exhibit 10.15 to the Registrant's Amendment No. 2 to Form 10 dated March 18, 2022)

 10.15

 Form
 of Pledge Agreement related to the January 26, 2022 Note Securities Purchase Agreement (previously filed with the Securities and
 Exchange Commission as Exhibit 10.16 to the Registrant's Amendment No. 2 to Form 10 dated March 18, 2022)

 10.16

 Amendment
 Agreement, dated July 28, 2022, by and between Eightco Holdings Inc. and Hudson Bay Master
 Fund Ltd. (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to
 the Registrant's Current Report on Form 8-K dated July 28, 2022)

 10.17#

 Form
 of Securities Purchase Agreement dated January 26, 2022 (previously filed with the Securities and Exchange Commission as Exhibit
 10.17 to the Registrant's Amendment No. 2 to Form 10 dated March 18, 2022)

 10.18

 Amendment
 to Securities Purchase Agreement, by and among Eightco Holdings Inc. and BHP Capital NY, Inc., dated April 18, 2022 (previously filed
 with the Securities and Exchange Commission as Exhibit 10.15.1 to the Registrant's Registration Statement on Form S-1 filed
 May 9, 2022)

 10.19

 Form
 of Warrant related to the January 26, 2022 Equity Private Placement (previously filed with the Securities and Exchange Commission
 as Exhibit 10.18 to the Registrant's Amendment No. 2 to Form 10 dated March 18, 2022)

 10.20#

 Milestone
 Agreement, entered into in April 2022, between Eightco Holdings Inc., Emmersive Entertainment, Inc., and certain former shareholders
 of Emmersive Entertainment, Inc. identified therein. (previously filed with the Securities and Exchange Commission as Exhibit 10.17
 to the Registrant's Registration Statement on Form S-1 filed May 9, 2022)

 10.21

 Hudson
 Bay Master Fund Ltd. Warrants dated May 18, 2022 (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to
 the Registrant's Current Report on Form 8-K filed May 24, 2022)

 10.22

 BHP
 Capital NY, Inc. Warrants dated May 20, 2022 (previously filed with the Securities and Exchange Commission as Exhibit 10.5 to the
 Registrant's Current Report on Form 8-K filed May 24, 2022)

 10.23

 Form
 of Seller Promissory Note issued under the Membership Interest Purchase Agreement, by and among Eightco Holdings Inc., Forever 8
 Fund, LLC, members of Forever 8, LLC set forth on the signature pages thereto and Paul Vassilakos (previously filed with the Securities
 and Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed September 15, 2022)

 10.24#

 Form
 of Operating Agreement by and among Eightco Holdings Inc. Forever 8 Fund, LLC and the members listed on Exhibit B thereto (previously
 filed with the Securities and Exchange Commission as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed September
 15, 2022)

 10.25

 Form
 of Subordination Agreement by and among Eightco Holdings Inc., Hudson Bay and the persons listed on Annex A thereto (previously filed
 with the Securities and Exchange Commission as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed September
 15, 2022)

 10.26

 First
 Amendment to Amendment Agreement, dated September 14, 2022, by and among Eightco Holdings Inc. and Hudson Bay (previously filed with
 the Securities and Exchange Commission as Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed September 15, 2022)

 10.27

 Waiver,
 dated September 14, 2022, by and among Eightco Holdings Inc. and Hudson Bay (previously filed with the Securities and Exchange Commission
 as Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed September 15, 2022)

 10.28

 Registration
 Rights Agreement, dated October 1, 2022 (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's
 Current Report on Form 8-K filed October 5, 2022)

 10.29+

 Amended
 and Restated Employment Agreement, dated October 18, 2022, by and between the Company and Brett Vroman. (previously filed with the
 Securities and Exchange Commission as Exhibit 10.30 to the Registrant's Registration Statement on Form S-1/A filed November
 14, 2022)

 10.30+

 Amended
 and Restated Employment Agreement, dated October 18, 2022, by and between the Company and Brian McFadden. (previously filed with
 the Securities and Exchange Commission as Exhibit 10.31 to the Registrant's Registration Statement on Form S-1/A filed November
 14, 2022)

 10.31

 Form
 of Second Amendment Agreement, dated January 6, 2023, by and between Eightco Holdings Inc. and the Investor (previously filed with
 the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed January 6, 2023)

 10.32

 Waiver
 Agreement, dated January 6, 2023, by and between Eightco and BHP (previously filed with the Securities and Exchange Commission as
 Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed January 6, 2023)

 10.33

 Waiver
 Agreement, dated January 19, 2023 by and between Eightco and Palladium Capital Group, LLC (previously filed with the Securities and
 Exchange Commission as Exhibit 10.34 to the Registrant's Registration Statement on Form S-1/A filed on January 24, 2023)

 10.34

 Waiver
 Agreement, dated January 18, 2023, among the members of Forever 8 Fund, LLC set forth on the signature pages to the Membership Interest
 Purchase Agreement, dated September 14, 2022, by and among Eightco Holdings Inc., Forever 8 Fund, LLC and members of Forever 8 Fund,
 LLC set forth on the signature pages thereto and Paul Vassilakos (previously filed with the Securities and Exchange Commission as
 Exhibit 10.35 to the Registrant's Registration Statement on Form S-1 filed January 23, 2023)

 10.35

 Purchase Agreement, dated March 15, 2023 (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the
 Registrant's Current Report on Form 8-K dated March 16, 2023)

 10.36

 Form
 of Warrant related to the March 15, 2023 Securities Purchase Agreement (previously filed with the Securities and Exchange Commission
 as Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated March 16, 2023)

 10.37

 Form
 of Note related to the March 15, 2023 Securities Purchase Agreement (previously filed with the Securities and Exchange Commission
 as Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated March 16, 2023)

 10.38

 Form
 of Registration Rights Agreement related to the March 15, 2023 Securities Purchase Agreement (previously filed with the Securities
 and Exchange Commission as Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated March 16, 2023)

 10.39

 Form
 of Lock-Up Agreement related to the March 15, 2023 Securities Purchase Agreement (previously filed with the Securities and Exchange
 Commission as Exhibit 10.5 to the Registrant's Current Report on Form 8-K dated March 16, 2023)

 10.40

 Form
 of Pledge and Security Agreement related to the March 15, 2023 Securities Purchase Agreement (previously filed with the Securities
 and Exchange Commission as Exhibit 10.6 to the Current Report on Form 8-K dated March 16, 2023)

 10.41

 Form
 of Guarantee Agreement related to the March 15, 2023 Securities Purchase Agreement (previously filed with the Securities and Exchange
 Commission as Exhibit 10.7 to the Registrant's Current Report on Form 8-K dated March 16, 2023)

 10.42

 Form
 of Subordination Agreement Amendment related to the March 15, 2023 Securities Purchase Agreement
 (previously filed with the Securities and Exchange Commission as Exhibit 10.8 to the Registrant's Current
 Report on Form 8-K dated March 16, 2023)

 10.43

 Form
 of Pledge and Security Agreement, dated as of March 16, 2023 (previously filed with the Securities and Exchange Commission as Exhibit
 10.6 to the Registrant's C urrent Report on
 Form 8-K filed March 16, 2023).

 10.44

 Form
 of Lock-Up Agreement, dated as of March 16, 2023 (previously filed with the Securities and Exchange Commission as Exhibit 10.5 to
 the Registrant's Current Report on Form 8-K filed March 16, 2023)

 10.45

 Form
 of Registration Rights Agreement, dated as of March 16, 2023 (previously filed with the Securities and Exchange Commission as Exhibit
 10.4 to the Registrant's Current Report on Form 8-K filed March 16, 2023)

 10.46

 Form
 of Note, dated as of March 16, 2023 (previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Registrant's Current Report on
 Form 8-K
 filed March 16, 2023)

 10.47

 Form
 of Warrant, dated as of March 16, 2023 (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the
 Registrant's Current Report on Form 8-K filed March 16, 2023)

 10.48

 Purchase Agreement, dated as of March 15, 2023, by and between Cryptyde, Inc. and Buyers (previously filed with the
 Securities and Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed March 16,
 2023)

 10.49

 Letter
 Agreement, dated as of May 8, 2023, by and between Eightco Holdings Inc. and Sellers' Representative (previously filed with
 the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed May 10,
 2023)

 10.50

 Debt
 Exchange Agreement, dated as of May 30, 2023, by and between Forever 8 Fund, LLC and TXC Services, LLC (previously filed with the
 Securities and Exchange Commission as Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed June 5,
 2023)

 10.51

 Debt
 Exchange Agreement, dated as of May 30, 2023, by and between Forever 8 Fund, LLC and Paul Vassilakos (previously filed with the
 Securities and Exchange Commission as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed June 5,
 2023)

 10.52

 Form
 of Promissory Note (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Registrant's Current
 Report on Form 8-K filed June 5, 2023)

 10.53

 Loan
 and Security Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's
 Current Report on Form 8-K filed June 5, 2023)

 10.54

 Form of Promissory Note (previously filed with the Securities and Exchange
Commission as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed June 27, 2023)

 10.55

 Loan and Security Agreement (previously filed with the Securities and
Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed June 27, 2023)

 10.56

 Loan and Security Agreement Series C (previously filed with the Securities
and Exchange Commission as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed October 24, 2023)

 10.57

 Lender Joinder Agreement (previously filed with the Securities and
Exchange Commission as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed October 24, 2023)

 10.58

 Loan
 and Security Agreement Series B (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K
 filed October 24, 2023)

 10.59

 Prepayment and Redemption Agreement, dated as of October 23, 2023,
by and between Eightco Holdings Inc. and the investor signatory thereto (previously filed with the Securities and Exchange Commission
as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed October 24, 2023)

 10.60

 Loan and Security Agreement and Promissory Note between Forever 8 Fund,
LLC and Todd Kuimjian (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's Current
Report on Form 8-K filed August 25, 2023)

 10.61

 Loan and Security Agreement and Promissory Note between Forever 8 Fund,
LLC and Joseph Johnston (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Registrant's Current
Report on Form 8-K filed August 22, 2023)

 10.62

 Loan and Security Agreement and Promissory Note between Forever 8 Fund,
LLC and Kevin O'Donnell (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's
Current Report on Form 8-K filed August 22, 2023)

 10.63

 Subordination
 Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on
 Form 8-K filed December 5, 2023)

 10.64

 Form of Securities Purchase Agreement, dated as of February 26, 2024, by and between Eightco Holdings Inc. and the investors named therein (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed February 26, 2024)

 10.65+

 General Release and Severance Agreement, dated as of February 26, 2024, by and between Eightco Holdings Inc. and Brian McFadden (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed February 26, 2024)

 10.66+

 General Release and Severance Agreement, dated as of February 26, 2024, by and between Eightco Holdings Inc. and Brett Vroman (previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed February 26, 2024)

 10.67+

 Consulting Agreement, dated as of February 22, 2024, by and between Eightco Holdings Inc. and CXO Lite, LLC (previously filed with the Securities and Exchange Commission as Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed February 26, 2024)

 10.68

 Series D Loan and Guaranty Agreement, dated as of March 15, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.69

 Subordination Agreement, dated as of March 15, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.70

 Intercreditor Agreement, dated as of March 15, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.71

 Seller Notes Amendment, dated as of March 17, 2024 (previously filed with the Securities and Exchange Commission as Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.72+

 First Amendment to the General Release and Severance Agreement, dated as of March 17, 2024, by and between Eightco Holdings Inc. and Brian McFadden (previously filed with the Securities and Exchange Commission as Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.73+

 General Release and Severance Agreement, dated as of March 17, 2024, by and between Eightco Holdings Inc. and Kevin O'Donnell (previously filed with the Securities and Exchange Commission as Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.74+

 Employment Agreement, dated as of March 17, 2024, by and between Eightco Holdings Inc. and Paul Vassilakos (previously filed with the Securities and Exchange Commission as Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.75+

 Indemnification Agreement, dated as of March 17, 2024, by and between Eightco Holdings Inc. and Paul Vassilakos (previously filed with the Securities and Exchange Commission as Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.76

 Form of Non-Qualified Stock Option Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.9 to the Registrant's Current Report on Form 8-K filed March 18, 2024)

 10.77

 At the Market Issuance Sales Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated April 25, 2024)

 10.78

 Amendment to Membership Interest Purchase Agreement (previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated May 7, 2024)

 21.1

 Subsidiaries of the Registrant (previously filed with the Securities and Exchange Commission as Exhibit 21.1 to the Registrant's Annual Report on Form 10-K filed April 17, 2023)

 23.1***

 Consent of Morison Cogen LLP

 31.1*

 Certification of the Chief Executive Officer of the Company, pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1***

 Clawback Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *

 Filed
 herewith.

 **

 Furnished herewith.

 ***

 Previously filed.

 +

 Management
 contract or compensatory plan or arrangement.

 #

 Schedules
 and/or exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish supplementally
 a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

 SIGNATURES

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:

 HOLDINGS, INC.

 By:

 /s/
 Paul Vassilakos

 Paul Vassilakos

 Chief Executive Officer and President

 (Principal
 Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
Paul Vassilakos

 Chief
 Executive Officer and Executive Chairman

 Paul Vassilakos

 (principal
 executive officer)

 /s/
 Brett Vroman

 Chief
 Financial Officer

 Brett
 Vroman

 (principal
 financial and principal accounting officer)

 /s/
Kevin O'Donnell

 Director

 Kevin O'Donnell

 /s/
 Frank Jennings

 Director

 Frank
 Jennings

 /s/
 Louis Foreman

 Director

 Louis
 Foreman

 /s/
 Mary Ann Halford

 Director

 Mary
 Ann Halford