STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

STOCKHOLDERS’ EQUITY

20. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share. the Company had 187,260,971 and 2,479,363 shares of common stock issued and outstanding as of September 30, 2025 and December 31, 2024), respectively.

Preferred Stock

As of September 30, 2025 and December 31, 2024, the Company had 0 issued and outstanding shares of Series A Preferred Stock, respectively.

September 2025 Securities Purchase Agreement (“PIPE Transaction”)

On September 8, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with multiple institutional and accredited investors (collectively, the “Purchasers”). Pursuant to the Purchase Agreement, and subject to the satisfaction of conditions precedent, the Company agreed to sell up to $270.0 million of securities consisting of:

● Common Stock at $1.46 per share, and

● Pre-Funded Warrants with a $0.001 exercise price.

On September 9, 2025 (the “Closing Date”), the Company issued:

● 178,284,653 shares of common stock, and

● Pre-Funded Warrants to purchase 6,646,855 shares of common stock.

The Company received net proceeds of approximately $261 million, after deducting placement agent fees and offering expenses. Under the Purchase Agreement, the Company agreed to apply net proceeds to:

● Acquire Worldcoin (WLD) and establish a corporate WLD treasury program.

● Pay transaction fees and expenses.

● Allocate up to 5% of net proceeds for working capital and general corporate purposes.

From time to time the Company has elected to purchase other digital assets (Ethereum, USDC and USDT).

Pre-Funded Warrants issued on September 9, 2025 permit the holders to purchase up to 6,646,855 shares of common stock at an exercise price of $0.001 per share. Proceeds received from these Pre-Funded Warrants totalled $9,697,761, which were recorded in additional paid-in capital. No Pre-Funded Warrants were exercised during the three or nine months ended September 30, 2025.

In connection with the Purchase Agreement, on September 8, 2025 the Company engaged R.F. Lafferty & Co., Inc. (“R.F. Lafferty”) as placement agent. Compensation consisted of:

● A cash fee equal to 2.5% of aggregate gross proceeds raised, and

● Placement Agent Warrants equal to 2.5% of the number of Securities sold (subject to exclusions), with an exercise price of $1.752 per share.

On the Closing Date, the Company issued to the placement agent and its representatives Placement Agent Warrants to purchase up to 3,855,822 shares. The warrants are exercisable for cash or cashless exercise for five years from issuance.

Strategic Advisor Agreement and Strategic Advisor Warrants

On September 9, 2025, the Company entered into a Strategic Advisor Agreement with Worldcoin Tower Instant LLC. As consideration, the Company issued Strategic Advisor Warrants equal to 5% of fully diluted common shares outstanding as of the Closing Date.

On the Closing Date, the Company issued Strategic Advisor Warrants to purchase up to 9,917,844 shares of common stock at an exercise price of $1.752 per share. These warrants are exercisable on a cash or cashless basis and expire seven years from issuance, had a fair value of $9,917,844 and are expensed on a straight-line basis over the requisite service period.

Seller Note Termination Agreement

On September 8, 2025, the Company entered into a Seller Note Termination Agreement with the holders of the convertible seller notes originally issued in the 2022 acquisition of Forever 8 Fund. The holders converted the remaining outstanding principal and accrued interest of $23,957,599 into 800,000 shares of common stock. Upon issuance of the shares, the Seller Notes were fully extinguished with no further obligations. The Company recognized a gain of $22,789,599 within additional paid in capital due to the related party nature of the Seller Note.

Warrant Exercises

During the nine months ended September 30, 2025, holders exercised warrants for 146,600 shares of common stock, generating proceeds of $36,400.

ATM Agreement - R.F. Lafferty & Co.

On September 10, 2025, the Company entered into a new At-The-Market Issuance Sales Agreement (the “Lafferty ATM Agreement”) with R.F. Lafferty & Co., Inc. as sales agent, providing for the offer and sale of shares of Common Stock from time to time.

During the three months ended September 30, 2025 (the period the new Lafferty ATM was active), the Company sold 4,985,974 shares of Common Stock for net proceeds of $68,944,330 under the Lafferty ATM Agreement.

The Company pays R.F. Lafferty a commission equal to 2.5% of the gross proceeds, consistent with the Placement Agent Agreement.

2024 ATM Agreement – Univest

On April 25, 2024, the Company entered into an At-The-Market Issuance Sales Agreement (the “2024 ATM Agreement”) with Univest Securities, LLC, as the sales agent (the “Agent”), pursuant to which the Company was able to offer and sell, from time to time through or to the Agent, as sales agent or principal, shares of common stock having an aggregate offering price of up to $2,000,000. On September 25, 2024, the Company entered into an amendment to this agreement which increased the aggregate offering amount to $2,750,000.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

20. STOCKHOLDERS’ EQUITY (continued)

Under the 2024 ATM Agreement, the Agent received a commission of 3% of the aggregate gross sales prices of the shares of common stock. The Company also reimbursed the Agent for fees and disbursements of counsel to the Agent in the amount of approximately $37,000 in connection with the signing of the 2024 ATM Agreement. On August 26, 2025, the Company provided notice to the Agent of its election to terminate the 2024 ATM Agreement. Pursuant to the Sales Agreement, the termination becomes effective five (5) days from the date of the notice.

Under the 2024 ATM Agreement, the Company sold 692,890 shares of common stock for net proceeds of $2,422,910. The Company utilized the net proceeds from the sale of shares of common stock pursuant to the 2024 ATM Agreement for working capital and general corporate purposes.

Common stock issuances during the nine months ended September 30, 2025:

On January 21, 2025, the Company issued 485,381 shares of common stock fair valued at $713,511 to satisfy accrued interest to debt holders.

On March 31, 2025, the Company issued 80,000 shares of common stock fair valued at $143,201 as settlement of a liability associated with prior period services performed by a consultant related to investor relations.

On September 8, 2025, the Company issued 145,600 shares of common stock fair valued at $211,120 and received proceeds of $36,400 related to the exercise of existing warrants.

On September 9, 2025, the Company issued 178,284,653 shares of common stock fair valued at $260,295,594 related to the PIPE.

On September 15, 2025, the Company issued 800,000 shares of common stock fair valued at $1,168,000 related to the Seller Note Termination Agreement.

During September 2025, the Company issued 4,985,974 shares of common stock fair valued at $69,640,147 related to the Lafferty ATM Agreement.

Board Agreements

On September 8, 2025, Daniel Ives was appointed Chairman of the Board. In connection with his appointment, the Company entered into a Board of Directors Agreement that provides for the following compensation:

Under the Director Agreements, each Director:

● Entitled to an annual cash retainer of $100,000, paid quarterly.

● Eligible to receive equity compensation valued at up to $200,000 per year, which may be issued quarterly in the form of common stock, restricted stock, or restricted stock units (“RSUs”) subject to vesting conditions established by the Board.

● Inducement equity awards:

○	4,280,822 restricted shares, vesting 20% annually over five years
○	Options to purchase 856,164 shares, exercisable at $14.60 per share and expiring seven years from the grant date

● Eligible for discretionary bonuses in cash or equity at the Company’s sole discretion.

● Is entitled to reimbursement for reasonable business expenses and will receive full indemnification, along with coverage under the Company’s directors’ and officers’ liability insurance program.

On September 9, 2025, the Company entered into Board of Directors Agreements (the “Director Agreements”) with three existing directors: Louis Foreman, Nic Caiano, and Frank J. (collectively, the “Directors”). The Director Agreements establish the terms of service, compensation, indemnification, and other obligations applicable to each Director. The agreements became effective on each Director’s respective appointment date. Under the Director Agreements, each Director:

● Entitled to an annual cash retainer of $100,000, paid quarterly.

● Eligible to receive equity compensation valued at up to $200,000 per year, which may be issued quarterly in the form of common stock, restricted stock, or restricted stock units (“RSUs”) subject to vesting conditions established by the Board.

● Eligible for discretionary bonuses in cash or equity at the Company’s sole discretion.

● Is entitled to reimbursement for reasonable business expenses and will receive full indemnification, along with coverage under the Company’s directors’ and officers’ liability insurance program.

The Director Agreements also require each Director to comply with confidentiality obligations, fiduciary duties, conflict-of-interest restrictions, and certain termination-related provisions, including automatic resignation from officer positions upon separation.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

20. STOCKHOLDERS’ EQUITY (continued)

Employment Agreements

On September 8, 2025, the Company entered into new employment agreements with its Chief Executive Officer, Kevin O’Donnell, and its Chief Financial Officer, Brett Vroman (together, the “Executives”). The agreements provide for one-year terms with an option for the Company to renew each agreement for an additional one-year term.

Chief Executive Officer – Kevin O’Donnell

Under his agreement, Mr. O’Donnell will receive an annualized base salary of $500,000. He is eligible for a one-time cash bonus equal to 175% of base salary ($875,000), payable within thirty days following the twelve-month anniversary of his start date, subject to the achievement of specified milestones, including (i) completion of a PIPE financing, (ii) timely filing of required SEC reports, and (iii) receipt of an unqualified audit opinion for the fiscal year.

Subject to Board approval, Mr. O’Donnell will also receive 400,000 restricted stock units (“RSUs”), which vest in full after six months of continuous service. He is eligible to participate in the Company’s employee benefit plans and will be reimbursed for reasonable business expenses.

Chief Financial Officer – Brett Vroman

Under his agreement, Mr. Vroman will receive an annualized base salary of $350,000. He is eligible for a one-time cash bonus equal to 175% of base salary ($612,500), payable within thirty days following the twelve-month anniversary of his start date, subject to the same performance conditions as Mr. O’Donnell’s incentive bonus. Mr. Vroman will also be eligible to participate in employee benefit plans and receive reimbursement for reasonable business expenses.

Equity Awards and Share-Based Compensation

Restricted Stock – Chairman Daniel Ives

In connection with his appointment on September 8, 2025, Daniel Ives was granted:

● 4,280,822 shares of Restricted Stock, vesting 20% annually over five years with a fair value of $6,250,000, and

● Options to purchase 856,164 shares at an exercise price of $14.60, expiring seven years from grant, with a fair value of $273,299.

These awards were issued as inducement grants, outside of the Company’s equity incentive plan.

The fair value of the grant will be expensed on a straight-line basis over the requisite service period.

Summary of Outstanding Warrant and Stock Options

	Number Outstanding		Weighted Average Exercise Price		Intrinsic Value per Share		Exercisable		Weighted Average Remaining Term		Classification
Instrument:
Strategic Advisor Warrants		9,917,844	$	1.752	$	7.398		9,917,844		3.5		Equity
Placement Agent Warrants		3,855,822		1.752		7.398		3,855,822		2.5		Equity
Pre-Funded Warrants		6,646,855		0.001		9.149		6,646,855		n/a		Equity
Stock Options – Dan Ives		856,164		14.60		0.000		856,164		3.5		Equity
Total outstanding		21,276,684

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $9.15 per share on September 30, 2025.

Share-based compensation expense recognized for the nine months ended September 30, 2025 was $2,299,705.

No liability-classified instruments were outstanding as of September 30, 2025.