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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): December 28, 2023

 

EIGHTCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41033   87-2755739

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

909 New Brunswick Avenue

Phillipsburg, New Jersey

   08865
(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   OCTO   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 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 28, 2023, Eightco Holdings Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on November 3, 2023, the record date for the Annual Meeting, there were 4,335,714 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Annual Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 6, 2023, and as supplemented on November 21, 2023 (the “Proxy Statement”).

 

1. Election of Brian McFadden as a Class I member of the Company’s Board of Directors, to serve until the 2026 annual meeting of stockholders or until the appointment, election, and qualification of his successor.

 

Nominee  For   Against   Withhold   Broker Non-Votes 
Brian McFadden   362,974    0    118,600    1,014,444 

 

2. Ratification of the selection of Morison Cogen LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023.

 

For   Against   Abstain 
1,381,647    78,179    36,192 

 

3. Approval, on an advisory basis, of the compensation paid to our named executive officers as set forth in the Proxy Statement.

 

For  Against   Abstain   Broker Non-Votes 
298,491   164,249    18,834    1,014,444 

 

4. Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation.

 

1 Year  2 Years   3 Years   Abstain 
238,128   86,572    93,222    63,652 

 

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

 

 

 

 

SIGNATURES

 

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.

 

Date: December 28, 2023

 

Eightco Holdings Inc.  
     
By: /s/ Brian McFadden  
Name: Brian McFadden  
Title: Chief Executive Officer  

 

 

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Dec. 28, 2023
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Entity File Number 001-41033
Entity Registrant Name EIGHTCO HOLDINGS INC.
Entity Central Index Key 0001892492
Entity Tax Identification Number 87-2755739
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 909 New Brunswick Avenue
Entity Address, City or Town Phillipsburg
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Title of 12(b) Security Common Stock, $0.001 par value
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