UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Eightco Holdings Inc. (the “Company”) entered into several Amendment to Lock-Up Agreements (the “Extension Agreement”) with stockholders of the Company, as of January 2, 2026, which amends the Lock-Up Agreements dated September 8, 2025, to effect a multi-month extension to the release timing for beneficially owned shares of the Company’s common stock, par value $0.001 per share, while leaving all other terms in effect. A form of the Extension Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 5, 2026, the Company issued a press release (the “Press Release”) providing an update on the Company’s business and operations. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Form of Amendment to Lock-Up Agreement | |
| 99.1 | Press Release, dated January 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish an unredacted copy of this exhibit and supplemental materials to the Securities and Exchange Commission upon request. |
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 thereunto duly authorized.
Dated: January 5, 2026
| EIGHTCO HOLDINGS INC. | |
| /s/ Brett Vroman | |
| Brett Vroman | |
| Chief Financial Officer |