Paul Vassilakos - Mar 17, 2024 Form 3 Insider Report for Eightco Holdings Inc. (OCTO)

Role: CEO and Chairman, Director
Signature: /s/ Paul Vassilakos
Stock symbol: OCTO
Transactions as of: Mar 17, 2024
Transactions value $: $0
Form type: 3
Date filed: 3/25/2024, 09:12 AM
Previous filing: Jan 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	OCTO	Common Stock						654K	Mar 17, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	OCTO	Convertible Promissory Note							Mar 17, 2024	Common Stock	102K		Direct	F1
holding	OCTO	Preferred Membership Units							Mar 17, 2024	Common Stock	51.9K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The notes are convertible at any time at the option of the holder into common stock of the Issuer. The conversion price is equal to the average volume-weighted average price of the Issuer's common stock, par value $0.001 per share ("Common Stock"), for the 10-trading day period immediately preceding the date of delivery of a notice of conversion.
F2	The Preferred Membership Units in Forever 8 Fund, LLC ("Preferred Units"), a wholly owned subsidiary of the Issuer ("Forever 8"), provides a put right to cause the Issuer to redeem the Preferred Units at the holder's election based on specified events as set forth in the amended and restated operating agreement of Forever 8 ("Operating Agreement"). Each Preferred Unit is exchangeable for one share of Common Stock or for cash on the terms and conditions set forth in the Operating Agreement. The Reporting Person is also entitled to Preferred Units upon the achievement of certain earnout considerations pursuant to the Operating Agreement.

Content

The notes are convertible at any time at the option of the holder into common stock of the Issuer. The conversion price is equal to the average volume-weighted average price of the Issuer's common stock, par value $0.001 per share ("Common Stock"), for the 10-trading day period immediately preceding the date of delivery of a notice of conversion.

The Preferred Membership Units in Forever 8 Fund, LLC ("Preferred Units"), a wholly owned subsidiary of the Issuer ("Forever 8"), provides a put right to cause the Issuer to redeem the Preferred Units at the holder's election based on specified events as set forth in the amended and restated operating agreement of Forever 8 ("Operating Agreement"). Each Preferred Unit is exchangeable for one share of Common Stock or for cash on the terms and conditions set forth in the Operating Agreement. The Reporting Person is also entitled to Preferred Units upon the achievement of certain earnout considerations pursuant to the Operating Agreement.