Eightco Holdings Inc. filed a definitive proxy statement on October 27, 2026, calling stockholders to a virtual annual meeting on December 11, 2026, to vote on four proposals including a proposed increase in authorized common shares to 500,000,000,000.

Key Highlights

  • Meeting date: The 2026 Annual Meeting of Stockholders is scheduled for December 11, 2026, at 10:00 a.m. Eastern Time, in virtual-only format.
  • Authorized share increase: Stockholders will be asked to approve an amendment to the Company's Certificate of Formation to increase total authorized common shares to 500,000,000,000.
  • Director election: Thomas Lee is nominated as the Class I director to serve until the 2029 annual meeting of stockholders.
  • Auditor ratification: Stockholders will vote on ratifying Stephano Slack LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Record date: Stockholders of record as of the close of business on October 16, 2026 are entitled to notice of and to vote at the Annual Meeting.
  • Leadership: Kevin O'Donnell serves as Chairman and Chief Executive Officer and signed the proxy letter dated October 27, 2026.

Eightco Holdings Annual Meeting: Four Proposals Before Stockholders in December

Eightco Holdings Inc., a Texas corporation headquartered at 101 Larry Holmes Drive, Suite 313, Easton, PA 18042, issued its definitive proxy statement in connection with a Board-solicited vote at the December 11, 2026 annual meeting. According to the filing, the proxy statement and notice were mailed to stockholders of record on or about October 27, 2026. The Board determined that a virtual-only meeting format would, in its view, "enable increased stockholder accessibility while allowing for meeting efficiency and reduced costs."

The most consequential proposal on the agenda, according to the filing, is the Charter Proposal, which would amend the Company's Certificate of Formation to increase the total number of authorized shares of common stock to 500,000,000,000. The filing includes Appendix A, described as a Form of Amendment to the Certificate of Formation, to implement this change if approved. The filing also asks stockholders to elect Thomas Lee as the Class I director nominee, a position that would run until the 2029 annual meeting or until his successor is appointed, elected, and qualified.

For auditor oversight, the filing asks stockholders to ratify the selection of Stephano Slack LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. A fourth proposal covers a potential adjournment of the meeting if sufficient votes to approve any of the preceding proposals have not been received at the time of the meeting. The proxy statement notes that stockholder failure to vote could result in shares not being counted on Proposal 1, described in the filing as a non-routine proposal, with potentially different effects depending on the specific proposal.

What Was Disclosed

Eightco Holdings Inc. filed a definitive proxy statement covering four stockholder vote proposals for its December 11, 2026 annual meeting, including a proposed 500,000,000,000 authorized common share ceiling, a Class I director election, auditor ratification, and an adjournment provision.