Eightco Seeks 10 Billion Share Authorization, Texas Redomestication

TL;DR

**ORBS is gearing up for massive dilution and a state change, so watch out for your share value.**

AI Summary

Eightco Holdings Inc. (ORBS) is holding its 2025 Annual Meeting on December 16, 2025, to address several critical proposals. The company seeks stockholder approval for a significant amendment to its Certificate of Incorporation, increasing the total authorized common stock to ten billion (10,000,000,000) shares. This substantial increase in authorized shares could facilitate future capital raises or strategic transactions, potentially diluting existing shareholder value. Stockholders will also vote on the re-election of Louis Foreman and Nicola Caiano as Class III directors, serving until the 2028 annual meeting. Furthermore, the company proposes to ratify Stephano Slack LLC as its independent registered certified public accounting firm for the fiscal year ending December 31, 2025. A notable strategic move is the proposal to redomesticate the company from Delaware to Texas by conversion, which could alter corporate governance and legal frameworks. The filing does not provide specific revenue or net income figures, nor does it detail key business changes or a strategic outlook beyond these proposals. The primary risks highlighted are potential dilution from the authorized share increase and the implications of the redomestication.

Why It Matters

This DEF 14A filing is crucial for ORBS investors as it outlines proposals that could significantly impact shareholder value and corporate structure. The request to authorize 10 billion shares of common stock, a massive increase, signals potential future dilution for existing shareholders, which could depress stock prices. The proposed redomestication from Delaware to Texas could alter legal protections and corporate governance, potentially affecting investor rights and the company's operational flexibility. For employees and customers, these changes might signal a shift in long-term strategy or financial stability, while the competitive landscape could see ORBS gaining flexibility for M&A or capital raises, potentially intensifying competition.

Risk Assessment

Risk Level: high — The risk level is high primarily due to the 'Charter Proposal' to increase authorized common stock to ten billion (10,000,000,000) shares. This immense authorization could lead to significant future dilution for current shareholders if the company issues a substantial portion of these new shares. Additionally, the 'Redomestication Proposal' from Delaware to Texas introduces legal and governance uncertainties, as the filing notes 'Certain Differences Between Delaware Charter and Bylaws and Texas Charter and Bylaws Comparison of Stockholder Rights under Delaware and Texas Law' in Annex D, which could impact shareholder protections.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the proposed 10 billion share authorization and understand the implications of the redomestication to Texas. Consider voting against the Charter Proposal if you are concerned about dilution, and thoroughly review Annex D regarding the differences in stockholder rights between Delaware and Texas law before the December 16, 2025 meeting.

Key Numbers

• 10,000,000,000 — Authorized Shares (Proposed increase in total authorized common stock for Eightco Holdings Inc.)
• 2025-12-16T10:00:00.000Z — Annual Meeting Date (Date and time of Eightco Holdings Inc.'s 2025 Annual Meeting of Stockholders)
• 2025-11-04T00:00:00.000Z — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 197,105,899 — Shares Outstanding (Common stock shares issued and outstanding as of the Record Date)
• $0.001 — Par Value per Share (Par value of Eightco Holdings Inc.'s common stock)

Key Players & Entities

• Eightco Holdings Inc. (company) — Registrant and subject of the DEF 14A filing
• ORBS (company) — Ticker symbol for Eightco Holdings Inc.
• Kevin O'Donnell (person) — Chief Executive Officer and Director of Eightco Holdings Inc.
• Louis Foreman (person) — Nominee for Class III member of the Board of Directors
• Nicola Caiano (person) — Nominee for Class III member of the Board of Directors
• Stephano Slack LLC (company) — Independent registered certified public accounting firm for Eightco Holdings Inc.
• Securities and Exchange Commission (regulator) — Regulator overseeing the DEF 14A filing
• Delaware (regulator) — Current state of incorporation for Eightco Holdings Inc.
• Texas (regulator) — Proposed state of redomestication for Eightco Holdings Inc.
• Nevada Agency and Transfer Company (company) — Transfer agent for Eightco Holdings Inc.

FAQ

Risk Factors

• Significant Increase in Authorized Shares [high — financial]: The company is seeking approval to increase its authorized common stock from an unspecified amount to 10,000,000,000 shares. This substantial increase, relative to the 197,105,899 shares outstanding as of November 4, 2025, could be used for future capital raises or strategic transactions, potentially leading to significant dilution for existing shareholders.
• Redomestication from Delaware to Texas [medium — legal]: The company proposes to redomesticate from Delaware to Texas through a conversion. This change in corporate domicile could alter the legal and governance frameworks under which the company operates, potentially impacting shareholder rights and corporate law compliance.

Industry Context

Eightco Holdings Inc. operates within the broader corporate services or holding company sector. This sector is characterized by companies that manage or own other companies, often with a focus on financial engineering, strategic investments, or operational oversight. The competitive landscape can vary significantly depending on the specific niche, but generally involves navigating complex regulatory environments and seeking opportunities for growth through acquisitions or market expansion.

Regulatory Implications

The proposed redomestication to Texas could subject Eightco Holdings Inc. to a different set of state corporate laws and regulatory oversight compared to its current Delaware domicile. Shareholders should be aware of potential changes in governance requirements, reporting obligations, and legal protections afforded under Texas law.

What Investors Should Do

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Key Dates

• 2025-12-16: 2025 Annual Meeting of Stockholders — This is the date for the crucial shareholder vote on key proposals including the increase in authorized shares, director elections, auditor ratification, and redomestication.
• 2025-11-04: Record Date — Establishes the list of shareholders eligible to vote at the Annual Meeting. As of this date, there were 197,105,899 shares outstanding.
• 2024-12-31: Fiscal Year End — The financial statements included in the accompanying 2024 Annual Report cover this period.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies. It contains information that shareholders need to vote on matters at an annual or special meeting. (This document is the primary source of information for the proposals being voted on at the Eightco Holdings Inc. 2025 Annual Meeting.)

Certificate of Incorporation

The foundational legal document filed with the state of incorporation that establishes a corporation and outlines its basic structure, purpose, and powers. (A proposed amendment to this document seeks to increase the total authorized common stock to 10,000,000,000 shares.)

Redomestication

The process by which a company changes its state of legal incorporation, moving from one state to another. (Eightco Holdings Inc. is proposing to redomesticate from Delaware to Texas, which involves a conversion and could impact its legal and governance framework.)

Par Value per Share

A nominal value assigned to a share of stock in the corporate charter, often a very small amount, used for accounting purposes. (The par value for Eightco Holdings Inc.'s common stock is $0.001 per share.)

Class III Directors

In a classified board structure, directors are divided into classes (e.g., Class I, II, III), with each class elected for a staggered multi-year term. (Two Class III directors, Louis Foreman and Nicola Caiano, are up for re-election at the 2025 Annual Meeting for terms ending in 2028.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data for the previous year. The accompanying 2024 Annual Report on Form 10-K would provide historical financial information, but its specific revenue and net income figures are not detailed within this proxy statement. Key proposals in this filing, such as the significant increase in authorized shares and the redomestication, represent new strategic considerations rather than year-over-year operational changes.

Key Financial Figures

• $0.001 — 197,105,899 shares of our common stock, $0.001 par value per share (the “common

Filing Documents

• formdef14a.htm (DEF 14A) — 935KB
• formdef14a_001.jpg (GRAPHIC) — 9KB
• 0001493152-25-025615.txt ( ) — 948KB

Executive Compensation

Executive Compensation 14 Director Compensation 19

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21 Proposal 1: The Charter Proposal 22 Proposal 2: Election of Class III Directors 23 Proposal 3: Ratification of Selection of Auditors 24 Proposal 4: The Redomestication Proposal 25 Proposal 5: Adjournment Proposal 29 Certain Relationships and Related Party Transactions 29 Stockholder Proposals 31 Expenses and Solicitation 31 Householding of Proxy Materials 31 Other Matters 32 Appendix A – Form of Certificate of Amendment 33 Annex A – Form of Plan of Conversion A-1 Annex B – Form of Texas Charter B-1 Annex C – Form of Texas Bylaws C-1 Annex D – Certain Differences Between Delaware Charter and Bylaws and Texas Charter and Bylaws Comparison of Stockholder Rights under Delaware and Texas Law D-1 iii Eightco Holdings Inc. 101 Larry Holmes Drive, Suite 313 Easton, PA 18042 (888) 765-8933 PROXY STATEMENT This proxy statement (the “Proxy Statement”), the attached Notice of Annual Meeting of Stockholders (the “Notice”) and the enclosed proxy card are being mailed to stockholders of record on or about December 3, 2025 and are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Eightco Holdings Inc. (the “Company,” “we,” or “us”) for use at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on December 16, 2025, at 10:00 a.m., Eastern Time, in virtual-only format at https://www.virtualmeetingportal.com/8coholdings/2025 , and at any adjournments or postponements thereof. Although not part of this Proxy Statement, we are also sending along with this Proxy Statement our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which includes our financial statements and related notes thereto for such year (the “2024 Annual