Eightco Holdings Inc. 8-K

What Happened

• Eightco Holdings Inc. filed an 8-K on Dec. 19, 2025 reporting results of its annual meeting of stockholders held on Dec. 16, 2025 (record date Nov. 4, 2025). A total of 124,001,803 shares were represented, constituting a quorum.
• Stockholders approved several proposals, including: (1) a charter amendment to increase authorized common shares from 500,000,000 to 10,000,000,000 (For: 120,264,112; Against: 3,715,234; Abstain: 22,455); (2) re-election of Class III directors Louis Foreman (For: 120,326,195; Abstain: 3,675,609) and Nicola Caiano (For: 123,867,360; Abstain: 134,444); (3) ratification of Stephano Slack LLC as independent auditor for fiscal 2025 (For: 123,887,888; Against: 14,593; Abstain: 99,321); and (4) approval of redomestication from Delaware to Texas by conversion (For: 120,299,516; Against: 3,604,902; Abstain: 97,385). An adjournment proposal was also approved.

Key Details

• Quorum: 124,001,803 shares represented at the meeting (record date Nov. 4, 2025).
• Authorized common shares increased from 500,000,000 to 10,000,000,000 (charter amendment approved).
• Directors re-elected: Louis Foreman and Nicola Caiano (both will serve until the 2028 annual meeting).
• Auditor ratified: Stephano Slack LLC selected as the independent registered public accounting firm for FY 2025.

Why It Matters

• The large increase in authorized shares gives the company flexibility to issue more common stock in the future (for financing, acquisitions, equity plans or other corporate needs). This does not by itself issue shares or change current share counts.
• Redomestication from Delaware to Texas changes the company’s state of incorporation, which can affect corporate governance rules, filing requirements, and where certain legal actions would be brought.
• Re-election of the existing directors and ratification of the auditor maintain continuity in leadership and financial oversight.