Eightco Holdings (NASDAQ: ORBS) shifts incorporation to Texas with 1:1 share conversion

Rhea-AI Filing Summary

Eightco Holdings Inc. has completed a redomestication, changing its state of incorporation from Delaware to Texas. The move became effective on February 2, 2026, when a Texas certificate of formation and related conversion documents took effect.

Each outstanding share of Delaware common stock automatically became one share of Texas common stock with the same par value, and existing stock certificates remain valid. Equity incentive awards were assumed on identical terms, and the company states there were no changes to its business, management, employees, assets, liabilities or material contracts. Shares continue to trade on the Nasdaq Capital Market under the symbol “ORBS” with the same CUSIP.

Insights

Corporate governance analyst

Eightco shifts its legal home to Texas while keeping capital structure and listing intact.

Eightco Holdings Inc. completed a legal redomestication from Delaware to Texas, with a new Texas charter and amended and restated bylaws now governing the company. The filing emphasizes continuity in operations, contracts, and capital structure, including a one-for-one conversion of common shares.

The company states that equity incentive plans and awards continue on the same terms, and that jobs, management, and assets are unchanged aside from redomestication costs. However, stockholder rights now derive from Texas law, the Plan of Conversion, the Texas Charter, and Texas bylaws, which are described in more detail in the prior proxy statement.

Shares of Texas common stock continue trading on the Nasdaq Capital Market under the symbol “ORBS” with CUSIP 22890A302, indicating no exchange or identifier disruption. The practical effects for stockholders center on the new governing law and documents rather than on economic terms of their holdings.

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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): January 30, 2026

EIGHTCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Texas		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 3.03 Material Modification to Rights of Security Holders.

On January 30, 2026, Eightco Holdings Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of conversion, and on February 2, 2026, the Company filed with the Secretary of State of the State of Texas (i) a certificate of conversion with a plan of conversion (the “Plan of Conversion”), pursuant to which the redomestication of the Company from the State of Delaware to the State of Texas (the “Redomestication”) became effective on February 2, 2026 (the “Effective Time”), and (ii) a certificate of formation (the “Texas Charter”). At the Effective Time:

	●	the Company’s state of incorporation changed from the State of Delaware to the State of Texas; and
	●	the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing certificate of incorporation, as amended, and instead became governed by the laws of the State of Texas and the Texas Charter filed with the Secretary of State of the State of Texas.

On February 5, 2026, the affairs of the Company ceased to be governed by the Company’s bylaws and instead became governed by the amended and restated bylaws approved by the Company’s board of directors (the “Texas Bylaws”).

The Redomestication did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Redomestication). The Redomestication did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomestication.

At the Effective Time, (i) each outstanding share of common stock, par value $0.001 per share, of the Delaware corporation (the “Delaware Corporation Common Stock”) automatically converted into one outstanding share of common stock, par value $0.001 per share, of the Texas corporation (the “Texas Corporation Common Stock”). Stockholders of the Company do not have to exchange their existing stock certificates for new stock certificates. The Company’s equity incentive plans were assumed by the Texas corporation, and each outstanding restricted stock unit award, option or right to acquire shares of Delaware Corporation Common Stock continued in existence and automatically became a restricted stock unit award, option or right to acquire an equal number of shares of Texas Corporation Common Stock under the same terms and conditions (with no adjustments, in the case of options, to the per-share exercise price of the award). The shares of the Texas Corporation Common Stock continue to be traded on the Nasdaq Capital Market under the symbol “ORBS”. The CUSIP number for the Texas Corporation Common Stock remains 22890A302.

Certain rights of the Company’s stockholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Texas Charter, Texas Bylaws and the effects of the Redomestication is set forth in the Proxy Statement filed by the Company with the Securities and Exchange Commission on December 1, 2025. Copies of the Plan of Conversion, Texas Charter and Texas Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Plan of Conversion
3.1		Certificate of Formation of Eightco Holdings Inc.
3.2		Amended and Restated Bylaws of Eightco Holdings Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 5, 2026	EIGHTCO HOLDINGS INC.
	By:	/s/ Brett Vroman
		Brett Vroman
		Chief Financial Officer

FAQ

What did Eightco Holdings Inc. change in this 8-K filing?

Eightco Holdings Inc. changed its state of incorporation from Delaware to Texas. The company filed conversion documents and a new Texas certificate of formation, and adopted amended and restated bylaws, so its affairs are now governed by Texas law and the new charter and bylaws.

How does Eightco Holdings Inc.’s redomestication affect ORBS common stock?

Each Delaware common share automatically became one Texas common share with the same par value. Existing stock certificates remain valid, and the company’s common stock continues trading on the Nasdaq Capital Market under the symbol “ORBS” with the same CUSIP number 22890A302 after the redomestication.

Were Eightco Holdings Inc.’s business or management changed by the move to Texas?

The company states the redomestication did not change its business, jobs, management, properties, office locations, number of employees, obligations, assets, liabilities, or net worth, other than costs related to the redomestication. Material contracts also remain in place with the same rights and obligations for Eightco Holdings Inc.

What happens to Eightco Holdings Inc. equity incentive awards after the redomestication?

The Texas corporation assumed the company’s equity incentive plans. Each outstanding restricted stock unit, option, or right to acquire Delaware common stock continues and automatically became an award for an equal number of Texas common shares, with the same terms and per-share exercise prices preserved for option awards.

Did Eightco Holdings Inc. shareholders need to exchange their stock certificates?

Shareholders do not need to exchange stock certificates because the conversion was automatic. Each Delaware common share converted into one Texas common share at the effective time, and existing certificates continue to represent the corresponding number of Texas corporation common shares after the redomestication took effect.

Where can investors find details on Eightco Holdings Inc.’s new Texas charter and bylaws?

Details are provided in the company’s prior proxy statement and attached exhibits. The Plan of Conversion, the Texas certificate of formation, and the amended and restated Texas bylaws are filed as Exhibits 2.1, 3.1, and 3.2, respectively, and are incorporated by reference in this report.