Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 10, 2025, Eightco Holdings Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with R.F. Lafferty & Co., Inc. (the "Agent"), pursuant to which the Company, from time to time, may offer and sell shares (the "ATM Shares") of its common stock, par value $0.001 per share (the "Company Common Stock"), through or to the Agent having an aggregate sales price of up to $2,700,000,000 (the "ATM Offering").

Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares from time to time, based upon the Company's instructions. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of the ATM Shares effectuated through or to the applicable Agent selling the ATM Shares.

Sales of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Agreement or terminate the Agreement.

This description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The Company Common Stock to be sold under the Agreement, if any, will be issued and sold pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-[•]) (the "Registration Statement"), which was filed with the Securities and Exchange Commission (the "SEC") on September 10, 2025. On September 10, 2025, the Company filed a prospectus supplement to the Registration Statement with the SEC in connection with the offer and sale of the ATM Shares pursuant to the Agreement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Company Common Stock nor shall there be any sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Winston & Strawn LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.