Eightco Holdings Ord Shs SEC Filings

Eightco Holdings Inc. is asking stockholders to approve several major corporate actions at its virtual 2025 annual meeting on December 16, 2025. The key item is a Charter Proposal to amend its Certificate of Incorporation to increase authorized common stock from 500,000,000 to 10,000,000,000 shares, which would give the Board broad flexibility to issue additional equity without further stockholder approval, subject to law and exchange rules. Stockholders are also asked to elect Louis Foreman and Nicola Caiano as Class III directors through the 2028 meeting, ratify Stephano Slack LLC as independent auditor for 2025, approve a redomestication by converting the company from Delaware to Texas, and allow adjournment of the meeting if more proxies are needed. The proxy outlines how to vote, quorum rules, broker non-votes, executive and director compensation, board structure and independence, major stockholders, and an existing at-the-market program under which shares may be sold up to a $2.7 billion aggregate amount.

Eightco Holdings Inc. filed a current report to highlight new investor communications from its Chairman. On November 18, 2025, the company released a Chairman’s Message investor presentation for November 2025, a video message updating stockholders on its business and operations, and a related press release announcing these materials. All three items are attached as exhibits and are intended for investor relations and other outreach. The company notes that this information is being furnished under Regulation FD and is not deemed filed for liability purposes under the securities laws unless specifically incorporated by reference elsewhere.

Eightco Holdings Inc. filed its Q3 2025 report, highlighting a shift to a Digital Asset Treasury strategy and a substantially larger balance sheet following significant capital raises.

The company held digital assets at fair value of $286.7 million and cash of $23.7 million as of September 30, 2025, after completing a $270 million private placement and additional ATM issuances. Q3 revenue was $5.3 million (vs. $6.1 million a year ago). The quarter recorded a net loss of $25.8 million, primarily from a $(18.6) million change in the fair value of digital assets, alongside a gross loss and higher operating expenses.

Total assets rose to $355.5 million, with working capital of approximately $299.7 million. Management states that prior going‑concern doubt is alleviated based on liquidity, expected operating cash flows, and the liquid nature of its digital assets. Forever 8 remains the sole operating business following the sale of the Corrugated Packaging unit. Common shares outstanding were 197,831,615 as of November 14, 2025.

Eightco Holdings Inc. reported a corporate update via an 8-K, stating that it has added Coinbase to its pilot program, INFINITY. The announcement was made on November 3, 2025.

The disclosure appears under Item 7.01 (Regulation FD), and the company noted this information is not deemed “filed” for purposes of Section 18 of the Exchange Act. The company attached a related press release as Exhibit 99.1.

Eightco Holdings Inc. reported via an 8-K that it issued a press release announcing INFINITY, a pilot program designed to streamline workflows for financial services and digital asset treasuries. The press release is provided as Exhibit 99.1.

The disclosure was furnished under Item 7.01 (Regulation FD) and is not deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference, except as expressly referenced in future filings.

Eightco Holdings Inc. (OCTO) amended and restated its at-the-market equity program, adding Cantor Fitzgerald & Co. as an additional sales agent alongside R.F. Lafferty. Under the A&R Sales Agreement, the company may, from time to time, issue and sell shares of common stock having an aggregate sales price of up to $2,700,000,000, with Cantor able to act as principal and/or the sole designated sales agent.

The ATM sales, if any, will be made under the company’s automatic shelf registration statement on Form S-3 (File No. 333-290181) and a related prospectus supplement filed on October 27, 2025, which also provides updated disclosures under “Risk Factors” and “Business.” The filing emphasizes that it is not an offer or solicitation where such actions would be unlawful.

Eightco Holdings Inc. filed a prospectus supplement updating its at-the-market program to offer and sell up to $2,700,000,000 of common stock. The supplement amends and restates the Sales Agreement to add Cantor Fitzgerald & Co. as the principal and/or sole designated sales agent; sales may be made from time to time to or through Cantor. References to the agents and counsel in prior materials are updated accordingly, with R.F. Lafferty & Co., Inc. remaining listed as an agent.

The company’s common stock trades on the Nasdaq Capital Market under the symbol OBRS. On October 24, 2025, the last reported sale price was $6.42 per share. Investors are directed to the “Risk Factors” described in the prior prospectus and incorporated filings.

Eightco Holdings Inc. announced it issued a press release providing an update on its strategic investment in Mythical Games. The update was furnished under Item 7.01 (Regulation FD) and is included as Exhibit 99.1. The company noted this information, including Exhibit 99.1, is not deemed “filed” for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless specifically referenced.