true FY 0001892492

 0001892492

 2023-01-01
 2023-12-31

 0001892492

 2023-06-30

 0001892492

 2024-04-01

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment No. 1)

 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

 EIGHTCO
HOLDINGS INC.

 (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)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, $0.001 par value per share

 OCTO

 Nasdaq Capital Market

 Securities
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 April 1, 2024, there were 8,537,310
shares of the registrant's common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None

 Auditor Name

 Auditor Location

 Auditor Firm ID

 Morison Cogen LLP

 Blue Bell, Pennsylvania

 00 526

 EXPLANATORY
NOTE

 This
Amendment No. 1 (this "Amendment") on Form 10-K/A amends the Annual Report on Form 10-K for the year ended December 31,
2023, of Eightco Holdings Inc., filed with the Securities and Exchange Commission on April 1, 2024 (the "Original 10-K")
to (i) include exhibits that were inadvertently omitted from the exhibit list in the Original 10-K, (ii) revise and provide
current-dated certifications and (iii) amend
Exhibit 4.1 to revise the description of anti-take over effects of certain provisions in our certificate of incorporation, as
amended, and our bylaws.

 Except
as expressly set forth in this Amendment, no other changes have been made to the Original 10-K, and this Amendment does not modify,
amend or update in any way any of the financial or other information contained in the Original 10-K. This Amendment does not reflect
events that may have occurred subsequent to the filing date of the Original 10-K.

 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

 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

 Securities
 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

 Securities
 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)

 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

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:

 EIGHTCO
 HOLDINGS INC.

 By:

 /s/
 Paul Vassilakos

 Paul Vassilakos

 Chief Executive Officer and President

 (Principal
 Executive Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K 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