UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 8, 2024, Eightco Holdings Inc. (the “Company”) held a special meeting of stockholders called by the Company (the “Meeting”) to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-5 (the “Reverse Stock Split”). An aggregate of 5,725,540 shares of the Common Stock, which represented a quorum of the outstanding Common Stock entitled to vote as of the record date of August 4, 2023, were represented in person or by proxy at the Meeting.
The Company’s stockholders voted on the following proposal at the Meeting, which was approved:
| (1) | Proposal No. 1 — The Reverse Stock Split Proposal — a proposal to amend the Company’s Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share, at a ratio of 1-for-5. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders: |
| For | Against | Abstain | Broker Non-Votes | |||
| 5,205,782 | 504,465 | 15,294 | 0 |
On August 8, 2024, the Company filed an amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effectuate the Reverse Stock Split. A copy of the amendment is attached hereto as Exhibit 3.1.
As a result of the Reverse Stock Split, every 5 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Each stockholder who would otherwise hold a fractional share of Common Stock as a result of the Reverse Stock Split will be paid in cash the fair value of fractions of a share as of the Reverse Split. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 8,901,506 shares to approximately 1,750,497 shares, subject to adjustment due to fractional shares being cancelled.
The Common Stock will begin trading on a reverse stock split-adjusted basis on Nasdaq on August 16, 2024. The new CUSIP number for the Common Stock following the Reverse Stock Split is 22890A302.
For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 16, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation | |
| 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: August 13, 2024 | EIGHTCO HOLDINGS INC. | |
| By: | /s/ Paul Vassilakos | |
| Paul Vassilakos | ||
| Chief Executive Officer | ||