Eightco Holdings Inc. (NASDAQ:OCTO) (the "Company") today announced that it has, ahead of schedule, made its final repayment pursuant to the Prepayment and Redemption Agreement, dated as of October 23, 2023, by and between the Company and Hudson Bay Master Fund Ltd. ("Hudson Bay") in remaining principal due under the Senior Secured Convertible Note (the "Hudson Bay Note") issued to Hudson Bay in March 2023. In addition to lowering debt levels, the repayment of the Hudson Bay Note now gives the Company the ability to attract efficient capital to grow its subsidiary, Forever 8 Fund, LLC ("Forever 8").

The Company has also conducted a private placement priced at a purchase price of $0.82 per under Nasdaq rules (the "Private Placement") and (ii) issued to certain investors promissory notes (the "Notes").

The Company also announced the appointment and departures of certain officers, as well as the issuance of common stock to reduce and satisfy certain outstanding obligations as related to consultants, former and current employees and directors of the company.

The Company continues to reduce ongoing costs at the parent company level so it can focus its resources on delivering growth via its main subsidiary Forever 8.

The offer and sale of the shares of common stock offered in the Private Placement and the Notes described above are being offered in private placements under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act, or applicable state securities laws. Accordingly, the shares of common stock issued in the Private Placement and the Notes may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.