Eightco Announces Cancellation of Financial Consideration for Forever 8 Merger 2022

Easton, Pa., May 7, 2024 (GLOBE NEWSWIRE) — Eightco Holdings Inc. (NASDAQ: OCTO) (the “Company” or “Eightco”) today announced that the former owners (“F8 Members”) of Forever 8 Fund, LLC (“Forever 8”) have agreed, effective March 17, 2024, to cancel their right to receive certain additional consideration provided for in the September 2022 Membership Interest Purchase Agreement between the Company and Forever 8 (“Earnout”) through which the Company acquired Forever 8. The earnout was just valued at $6.1 million and had a potential cash value of up to $37 million.

The Company expects that the cancellation of the earnout, along with other recently announced transactions, will result in an improvement of more than $7 million to the Company’s equity.

“Given the continued success and growth of Forever 8 and my alignment as a shareholder, I believe the cancellation of the earnout places the company in a stronger position with respect to both its balance sheet and its capital structure,” said Paul Vassilakos, Eightco CEO and Chairman. of Forever 8. “I continue to believe that optimizing the Company’s capital structure and balance sheet remains a high priority due to its importance in establishing a strong foundation for growth.”

About Eightco

Eightco (NASDAQ: OCTO) is committed to growing its subsidiaries, comprised of Forever 8, an inventory management and capital platform for e-commerce sellers, and Ferguson Containers, Inc., a comprehensive solutions provider manufacturing and logistics for product and packaging needs, through strategic management and investment. Additionally, the Company is actively seeking new opportunities to add to its portfolio of technology solutions focused on the e-commerce ecosystem through strategic acquisitions. Through a combination of innovative strategies and focused execution, Eightco aims to create significant value and growth for its portfolio companies and shareholders.

For more information, please visit www.8co.holdings

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact could be deemed forward-looking. Words such as “plan”, “expect”, “will”, “anticipate”, “continue”, “expand”, “advance”, “develop” “believe”, “guidance”, “target”, “may” , “remain”, “project”, “outlook”, “intend”, “estimate”, “could”, “should” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions which are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: Eightco’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements; unanticipated costs, charges or expenses that reduce Eightco’s capital resources; Eightco’s inability to raise adequate capital to finance its operations; Eightco’s inability to innovate and attract users for Eightco’s products; future legislation and regulations will negatively impact digital assets; and evolving public and government positions on digital asset mining activity. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. For a discussion of other risks and uncertainties, as well as other important factors, any of which could cause Eightco’s actual results to differ from those contained in the forward-looking statements, see filings by Eightco with the Securities and Exchange Commission (the “SEC”), including in its Annual Report on Form 10-K, as amended, filed with the SEC on April 1, 2024. All information contained in this press release is current as of the date of publication, and Eightco undertakes no obligation to update this information or release it publicly. announce the results of any revisions to any of these statements to reflect future events or developments, except as required by law.

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