Material Agreement - Form 8-K

On April 25, 2024, Eightco Holdings Inc. (the "Company") entered into an At-The-Market Issuance Sales Agreement (the "Agreement") with Univest Securities, LLC, as the sales agent (the "Agent"), pursuant to which the Company may offer and sell, from time to time through or to the Agent, as sales agent or principal, shares of common stock, par value $0.001 per share (the "Shares"), having an aggregate offering price of up to $2,000,000 (the "Offering").

Under the Agreement, the Agent may sell Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under Securities Act of 1933, as amended (the "Securities Act").

The Company will pay the Agent a commission of 3% of the aggregate gross sales prices of the Shares. The Company will also reimburse the Agent for fees and disbursements of counsel to the Agent in an amount not to exceed $37,000 in connection with the signing of the Agreement.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Agreement contains customary representations and warranties, covenants and indemnification and contribution obligations, including indemnification and contribution for liabilities under the Securities Act. The Agreement may be terminated (i) by the Company at any time in its sole discretion by giving five days' written notice to the Agent or (ii) by the Agent, at any time in its sole discretion by giving written notice to the Company.

The Shares are being offered and sold pursuant to the Company's effective shelf registration statement under 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.

The Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Agreement and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Agreement has been included to provide investors and security holders with information regarding its terms. The Agreement is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the Shares 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.