Eightco Holdings Inc. 8-K

What Happened

• Eightco Holdings Inc. announced it redomesticated from the State of Delaware to the State of Texas. The Company filed a certificate of conversion with Delaware on January 30, 2026 and the redomestication became effective upon filing in Texas on February 2, 2026. The Company’s amended and restated Texas bylaws became effective February 5, 2026.
• At the Effective Time, each outstanding share of Delaware common stock (par value $0.001) automatically converted into one share of Texas common stock (par value $0.001). The Company’s securities continue to trade on the Nasdaq Capital Market under the symbol ORBS and retain the same CUSIP (22890A302).

Key Details

• Effective dates: Delaware filing Jan 30, 2026; Texas filing and redomestication effective Feb 2, 2026; Texas bylaws effective Feb 5, 2026.
• Share conversion: 1-for-1 automatic conversion of Delaware shares to Texas shares; no stock certificate exchange required.
• Equity awards: Outstanding RSUs, options and rights converted to the same number of Texas shares under the same terms (no adjustment to per-share exercise price).
• Operations unchanged: Redomestication did not change the Company’s business, management, employees, offices, contracts, assets or liabilities (other than conversion-related costs).
• Regulatory items: Reported under Item 3.03 (material modification to rights of security holders) and Item 5.03 (amendments to charter/bylaws); Plan of Conversion, Texas Certificate of Formation and Texas Bylaws are filed as exhibits.

Why It Matters

• The corporate domicile and governing law shifted from Delaware to Texas, which can change certain legal and governance rules that affect shareholder rights. Investors’ shares and equity awards were preserved in place and trading continuity was maintained (same ticker and CUSIP).
• There was no operational change to the business reported; however, the filing notes that certain stockholder rights were changed by the redomestication. Investors who want details on those governance or rights changes should review the Company’s December 1, 2025 proxy statement and the filed Texas charter and bylaws.