Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

On August 26, 2025, Eightco Holdings Inc. (the "Company") provided notice to Univest Securities, LLC ("Univest") of its election to terminate the At-The-Market Issuance Sales Agreement between them dated April 25, 2024 and amended on September 25, 2024 (the "Sales Agreement"). Pursuant to the Sales Agreement, the termination becomes effective five (5) days from the date of the notice. Following such termination, the Company may not sell any further shares of its common stock under the Sales Agreement.

A description of the Sales Agreement is included in the Company's Current Report on Form 8-K filed on April 25, 2024 (the "Initial Announcement 8-K") and the Company's Current Report on Form 8-K filed on September 26, 2024 (the "Amendment Announcement 8-K"), which is incorporated by reference herein. Such description is qualified in its entirety by reference to the full text of the Sales Agreement, which was filed as Exhibit 10.1 to the Initial Announcement 8-K and is incorporated by reference herein.

Item 8.01 Other Events.

Termination of "At-the-Market" Offering Prospectus Supplement

Pursuant to the Sales Agreement, the Company previously filed a prospectus supplement (as most recently amended on September 26, 2024, the "ATM Prospectus Supplement") pursuant to which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $2,527,639 through Univest as the sales agent. As of the date of this report, the Company has sold shares of common stock having an aggregate gross offering price of approximately $2.4 million under the ATM Prospectus Supplement. Effective as of the date of this report, the Company has terminated the ATM Prospectus Supplement and the ATM offering and the Company will not make any sales of common stock under the ATM offering.