STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

STOCKHOLDERS’ EQUITY

21. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2025, the Company had 205,629,592 shares of common stock issued and outstanding. Subsequent to December 31, 2025, in connection with the Company’s redomestication to Texas effective February 2, 2026, the authorized shares of common stock were increased from 500,000,000 to 10,000,000,000 shares, par value $0.001 per share. See Note 24 – Subsequent Events.

Preferred Stock

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

EIGHTCO HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years ended December 31, 2025 and 2024

21. STOCKHOLDERS’ EQUITY (continued)

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 year ended December 31, 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. See Note 22 – Commitments and Contingencies for further information.

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. See Note 19 – Convertible Notes Payable – Related Parties for further information.

Warrant Exercises

During the year ended December 31, 2025, holders exercised warrants for 145,600 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 year ended December 31, 2025, the Company sold 23,312,927 shares of common stock under the Lafferty ATM agreement for net proceeds of $186,982,769.

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 CONSOLIDATED FINANCIAL STATEMENTS

For the Years ended December 31, 2025 and 2024

21. 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 became effective August 31, 2025.

Under the 2024 ATM Agreement, the Company sold 692,890 shares of common stock for net proceeds of $2,422,910 during the years ended December 31, 2024. There were no sales under this agreement during the year ended December 31, 2025. 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 year ended December 31, 2025:

On January 21, 2025, the Company issued 485,381 shares of common stock to approximately 30 note holders to satisfy accrued interest obligations, at a fair value of $1.47 per share, for an aggregate fair value of $713,511.

On March 31, 2025, the Company issued 80,000 shares of common stock to CBOE Global Partners Inc. as settlement of a vendor obligation, at a fair value of $1.79 per share, for an aggregate fair value of $143,200.

On September 8, 2025, BHP Capital NY Inc. exercised warrants for 145,600 shares of common stock at an exercise price of $0.25 per share, generating cash proceeds of $36,400.

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 the year ended December 31, 2025, the Company sold 13,937,902 shares of common stock under the R.F. Lafferty ATM agreement (active September 12 through October 24, 2025) for gross proceeds of $162,458,320, and 9,375,025 shares under the Cantor Fitzgerald ATM agreement (active October 28 through December 31, 2025) for gross proceeds of $28,487,348, for combined ATM proceeds of $190,945,668 before commissions.

On December 9, 2025, the Company issued 25,000 shares of common stock to each of Eilon Natan and Bryan Pantofel (50,000 shares in aggregate) as compensation for consulting services, at a fair value of $2.57 per share, for an aggregate fair value of $128,500, which was recognized as selling, general and administrative expense during the year ended December 31, 2025.

On December 29, 2025, Ridgewood LLC forfeited 8,332 shares of common stock previously issued in connection with accrued interest satisfaction, which were returned to the Company. The Company cancelled the shares upon return.

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. The restricted shares were granted with a grant date fair value of $6,250,000 and are being recognized as stock-based compensation expense on a straight-line basis over the five-year vesting period. During the year ended December 31, 2025, the Company recognized $416,667 of stock-based compensation expense within selling, general and administrative expense related to these restricted shares.

○

Options to purchase 856,164 shares, exercisable at $14.60 per share and expiring seven years from the grant date. The options were granted with a grant date fair value of $273,299, which was recognized in full as stock-based compensation expense within selling, general and administrative expenses during the year ended December 31, 2025.

● 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 Jennings (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. No equity compensation was issued to the Directors under their Agreements during the year ended December 31, 2025.

● Eligible for discretionary bonuses in cash or equity at the Company’s sole discretion. No discretionary bonuses were granted to the Directors for the year ended December 31, 2025.

● 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 CONSOLIDATED FINANCIAL STATEMENTS

For the Years ended December 31, 2025 and 2024

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. The RSUs were granted with a grant date fair value of $584,000 and are being recognized as stock-based compensation expense on a straight-line basis over the six-month vesting period. During the year ended December 31, 2025, the Company recognized $389,333 of stock-based compensation expense related to these RSUs. 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

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

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

The aggregate intrinsic value as of December 31, 2025 is $11,492,312 and is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $1.73 per share on December 31, 2025.

As of December 31, 2025, the Company had outstanding equity-classified stock options held by Dan Ives to purchase 856,164 shares of common stock, with a weighted-average exercise price of $14.60 per share and a weighted-average remaining contractual term of 3.5 years. All such options were exercisable as of December 31, 2025. The intrinsic value as of December 31, 2025 is $0 and is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock

On December 29, 2025, the Company issued certain directors, officers and employees 727,500 shares of restricted stock units with a fair value of $1,214,925, which was recognized in full as stock-based compensation expense within selling, general and administrative expenses during the year ended December 31, 2025.

	Restricted Stock Unit Activity
	Number of Units			Weighted-Average Grant-Date Fair Value
Nonvested, January 1, 2025		-		$	-
Granted		1,127,500			1.60
Vested		(727,500	)		1.67
Forfeited		-			-
Nonvested, December 31, 2025		400,000		$	1.46

Share-based compensation expense recognized for the year ended December 31, 2025 was $10,254,724. The following is a disaggregated breakdown of stock compensation expense for the year ended December 31, 2025:

	Fair Value		Expensed		Unrecognized Expense
Instrument:
Strategic Advisor Warrants	$	11,533,125	$	7,688,800	$	3,844,325
Restricted Stock – Dan Ives		6,250,000		416,667		5,833,333
Stock Options – Dan Ives		273,299		273,299		-
Restricted Stock Units – O’Donnell		1,377,250		1,182,583		194,667
Restricted Stock Units – Others		421,675		421,675		-
Restricted Stock – Others		271,700		271,700		-
Total	$	20,127,049	$	10,254,724	$	9,872,325

No liability-classified instruments were outstanding as of December 31, 2025.

EIGHTCO HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years ended December 31, 2025 and 2024