UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 1816, 2025

EIGHTCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41033

87-2755739

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 Larry Holmes Drive

Suite 313

Easton, PA

18042

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 765-8933

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		ORBS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0107. ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

On ~~November~~December 1816, 2025, Eightco Holdings Inc. (the “Company”) ~~published~~held its ~~Chairman’s~~annual ~~Message~~meeting ~~investor~~of ~~presentation for~~stockholders ~~November 2025~~ (the “~~Presentation~~Meeting”). An ~~which~~aggregate itof ~~plans~~124,001,803 toshares ~~use~~of ~~for~~the ~~investor~~Company’s ~~relations~~common ~~and~~stock, ~~other~~which ~~purposes.~~represented Aa ~~copy~~ quorum of the ~~Presentation~~outstanding iscommon ~~attached~~stock entitled to vote as ~~Exhibit~~of ~~99.1~~the ~~and~~record isdate ~~incorporated~~of ~~herein~~November 4, 2025, were represented in person or by ~~reference~~proxy at the Meeting.

OnThe ~~November 18, 2025, the~~ Company ~~also released a video of the Chairman~~’s ~~Message (the “Video Message”) for its~~ stockholders tovoted ~~provide~~on ~~an update regarding~~ the ~~Company’s~~following ~~business~~proposals ~~and~~at ~~operations. A copy of~~ the ~~transcript of the Video Message is attached hereto as Exhibit 99.2 and is incorporated herein by reference.~~Meeting:

On(1) ~~November~~Proposal ~~18,~~No. ~~2025,~~1 ~~the~~- ~~Company~~The ~~issued~~Charter Proposal - a ~~press~~proposal ~~release~~to (approve the ~~“Press~~amendment ~~Release”)~~to ~~announcing~~ the ~~release~~Company’s Certificate of ~~the~~Incorporation ~~Presentation~~increasing ~~and~~ the ~~Video~~total ~~Message.~~number Aof ~~copy~~authorized shares of the ~~Press~~Company’s ~~Release~~common isstock ~~attached~~from ~~hereto~~500,000,000 asshares ~~Exhibit~~to 9910,000,000,000 shares.3 ~~and~~The following is ~~incorporated~~a ~~herein~~tabulation of the votes with respect to this proposal, which was approved by ~~reference.~~the Company’s stockholders:

The information under this Item 7.01, including Exhibits 99.1, 99.2, and 99.3, 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.

For		Against		Abstain
120,264,112		3,715,234		22,455

~~Item~~(2) 9Proposal No.01 ~~Financial~~2 ~~Statements~~- The Director Election Proposal - a proposal to elect Louis Foreman and ~~Exhibits~~Nicola Caiano as Class III members of the Company’s Board of Directors (the “Board”), to serve until the 2028 annual meeting of stockholders or until the appointment, election and qualification of their respective successors. The following is a tabulation of the votes with respect to this proposal:

(d) Exhibits.

Name	For	Abstain
Louis Foreman	120,326,195	3,675,609
Nicola Caiano	123,867,360	134,444

Exhibit No.		Description
99.1		Chairman’s Message Investor Presentation (November 2025)
99.2		Transcript of Video Message (November 2025)
99.3		Press Release, dated November 18, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Accordingly, each of the directors were re-elected as members of the Board.

~~SIGNATURES~~(3) Proposal No. 3 - The Accountant Ratification Proposal - a proposal to ratify the selection of Stephano Slack LLC as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2025. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

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.

For		Against		Abstain
123,887,888		14,593		99,321

~~Dated:~~(4) ~~November~~Proposal 18No. 4 - The Redomestication Proposal - a proposal to approve the redomestication of the Company from Delaware to Texas by conversion. The following is a tabulation of the votes with respect to this proposal, ~~2025~~which was approved by the Company’s stockholders:

EIGHTCO HOLDINGS INC. /s/ Brett Vroman Brett Vroman Chief Financial Officer

For		Against		Abstain
120,299,516		3,604,902		97,385

(5) Proposal No. 5 - The Adjournment Proposal - a proposal to approve the adjournment of the Meeting to a later date or dates, if the Company determines that additional time is necessary to approve any or all of the foregoing proposals. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For		Against		Abstain
120,270,575		3,713,942		17,286

SIGNATURE

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 hereunto duly authorized.

Dated: December 19, 2025	EIGHTCO HOLDINGS INC.

	By:	/s/ Brett Vroman
		Brett Vroman
		Chief Financial Officer

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