Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 25, 2024, Eightco Holdings Inc. (the "Company") entered into an amendment (the "Amendment") to the previously disclosed At-The-Market Issuance Sales Agreement (the "Agreement"), dated April 25, 2024, with Univest Securities, LLC, as the sales agent (the "Agent"). Pursuant to the Agreement, the Company was able to offer and sell, from time to time through or to the Agent, as sales agent or principal, shares of the Company's common stock, par value $0.001 per share (the "Shares"), having an aggregate offering price of up to $2,000,000 (the "Offering"). The Amendment increased the aggregate offering amount from $2,000,000 to $2,750,000; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Shares that would exceed the number or dollar amount of Shares permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable).

The Shares are being offered and sold pursuant to the Company's effective shelf registration statement under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-3 (File No. 333-276876), which was declared effective by the Securities and Exchange Commission (the "SEC") on April 18, 2024, and the prospectus supplement relating to the Shares, dated April 25, 2024, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on April 25, 2024, as amended by Amendment No. 1 to the prospectus supplement dated September 25, 2024, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on September 26, 2024.

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Amendment has been included to provide investors and security holders with information regarding its terms. The Amendment is not intended to provide any other factual information about the Company. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the Shares pursuant to the Amendment is attached hereto as Exhibit 5.1.

This report shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.