UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
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(f/k/a CRYPTYDE, INC.)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed in the Current Report on Form 8-K as filed with the Securities and Exchange Commission by the Company on September 15, 2022, the Company entered into a Membership Interest Purchase Agreement (the “F8 MIPA”) and Operating Agreement (the “F8 Operating Agreement”), as subsequently amended, with the Forever 8 Fund, LLC (“Forever 8”), the members of Forever 8 (the “Sellers”) and Paul Vassilakos, solely in his capacity as representative of the Sellers (the “Sellers’ Representative”).
As previously disclosed in the Current Report on Form 8-K as filed with the Securities and Exchange Commission by the Company on October 5, 2022, the Company entered into a Registration Rights Agreement (the “F8 RRA”) with the Sellers and the Sellers’ Representative.
On May 8, 2023, the Company and the Sellers’ Representative entered into a Letter Agreement (the “Letter Agreement”). Under the terms of the Letter Agreement, the Sellers agreed to: (i) amend the F8 MIPA to change the Share Issuance Approval Deadline (as defined within the Letter Agreement) from June 30, 2023 to the date of the Company’s next meeting of its stockholders, annual or special, following the Company’s special meeting of stockholders currently planned for June 30, 2023 (including any adjournment or postponement thereof, the “Subsequent Meeting Date”); (ii) amend the F8 Operating Agreement to change the existing Cash Put Right Approval Deadline (as defined within the Letter Agreement) from June 30, 2023 to the Subsequent Meeting Date, and (iii) amend the F8 RRA to change the Filing Deadline (as defined within the F8 RRA), effective as of the day prior to the Filing Deadline, from the Filing Deadline to the Subsequent Meeting Date; provided, however, that in no event shall the Subsequent Meeting Date be later than September 30, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Letter Agreement dated May 8, 2023 between Eightco Holdings Inc. and Sellers’ Representative | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 10, 2023
| Eightco Holdings Inc. | ||
| By: | /s/ Brian McFadden | |
| Name: | Brian McFadden | |
| Title: | Chief Executive Officer | |