Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 16, 2025, Eightco Holdings Inc. (the "Company") held its annual meeting of stockholders (the "Meeting"). An aggregate of 124,001,803 shares of the Company's common stock, which represented a quorum of the outstanding common stock entitled to vote as of the record date of November 4, 2025, were represented in person or by proxy at the Meeting.

The Company's stockholders voted on the following proposals at the Meeting:

(1) Proposal No. 1 - The Charter Proposal - a proposal to approve the amendment to the Company's Certificate of Incorporation increasing the total number of authorized shares of the Company's common stock from 500,000,000 shares to 10,000,000,000 shares. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:

(2) Proposal No. 2 - The Director Election Proposal - a proposal to elect Louis Foreman and Nicola Caiano as Class III members of the Company's Board of Directors (the "Board"), to serve until the 2028 annual meeting of stockholders or until the appointment, election and qualification of their respective successors. The following is a tabulation of the votes with respect to this proposal:

Accordingly, each of the directors were re-elected as members of the Board.

(3) Proposal No. 3 - The Accountant Ratification Proposal - a proposal to ratify the selection of Stephano Slack LLC as the Company's independent registered certified public accounting firm for the fiscal year ending December 31, 2025. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:

(4) Proposal No. 4 - The Redomestication Proposal - a proposal to approve the redomestication of the Company from Delaware to Texas by conversion. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:

(5) Proposal No. 5 - The Adjournment Proposal - a proposal to approve the adjournment of the Meeting to a later date or dates, if the Company determines that additional time is necessary to approve any or all of the foregoing proposals. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders: