STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

STOCKHOLDERS’ EQUITY

18. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 10,000,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2026 and December 31, 2025, the Company had 368,957,477 and 205,629,592 shares of common stock issued and outstanding, respectively. 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.

Preferred Stock

As of March 31, 2026 and December 31, 2025, the Company had 0 issued and outstanding shares of Series A Preferred Stock.

Common stock issuances during the three months ended March 31, 2026:

On January 5, 2026, the Company issued 100,000 shares of common stock to a consultant in settlement of past services rendered to the Company. The shares had a grant-date fair value of $173,000, all of which was recognized as share-based compensation expense during the three months ended March 31, 2026.

On March 12, 2026, the Company granted stock options to directors, officers and employees to purchase an aggregate of 6,500,000 shares of common stock at an exercise price of $1.01 per share, vesting in four equal annual installments beginning on the first anniversary of the grant date and exercisable for a period of 10 years. The options had an aggregate grant-date fair value of $4,139,717, of which $69,045 was recognized as share-based compensation expense during the three months ended March 31, 2026. The remaining $4,070,672 of unrecognized expense will be recognized on a straight-line basis over the vesting period.

On March 25, 2026, the Company released 856,165 shares of common stock to the Company’s former Chairman of the Board related to his restricted stock which was vested upon his departure from the board of directors. The Company recognized $833,333 as share-based compensation expense during the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company sold 160,981,063 shares under the Cantor Fitzgerald ATM agreement for gross proceeds of $167,576,191 before commissions and offering costs of $5,355,667.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

18. STOCKHOLDERS’ EQUITY (continued)

On March 12, 2026, the Company’s Board authorized an increase of 15,000,000 additional shares of common stock available for issuance under the 2022 Long-Term Incentive Plan.

Equity Awards and Share-Based Compensation

The grant-date fair value of equity-classified awards is recognized as compensation expense on a straight-line basis over the requisite service period of each award, with forfeitures recognized as they occur. The fair value of stock options is estimated using the Black-Scholes option-pricing model; the fair value of restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the grant date. For the three months ended March 31, 2026, the Company used the following weighted-average assumptions in the Black-Scholes model for options granted: expected term of 6.5 years, expected volatility of 107.26%, risk-free rate of 3.93%, and expected dividend yield of 0%.

Summary of Outstanding Warrants

	Number Outstanding		Exercisable		Weighted Average Remaining Term		Classification
Instrument:
Strategic Advisor Warrants		9,917,844		9,917,844		6.4	Equity
Placement Agent Warrants		3,855,822		3,855,822		4.4	Equity
Pre-Funded Warrants		6,646,855		6,646,855		n/a	Equity
Total outstanding		20,420,521

The strategic advisor and placement agent warrant awards were issued as inducement grants, outside of the Company’s equity incentive plan.

The changes in the warrant activity for the period from January 1, 2026 through March 31, 2026 consisted of the following:

	Number of Warrants		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2026		20,420,521	$	1.182		6.1		11,492,312
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited / Expired		-		-		-		-
Outstanding, March 31, 2026		20,420,521	$	1.182		5.9	$	6,174,928
Exercisable, March 31, 2026		20,420,521	$	1.182		5.9	$	6,174,928
Vested and expected to vest, March 31, 2026		20,420,521	$	1.182		5.9	$	6,174,928

The aggregate intrinsic value as of March 31, 2026 is $6,174,928 and is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $0.93 per share on March 31, 2026.

A summary of the status of nonvested warrants subject to service-based vesting conditions as of and for the three months ended March 31, 2026 is presented below:

	Warrant Activity
	Number of Units			Weighted-Average Grant-Date Fair Value
Nonvested, January 1, 2026		9,917,844		$	1.752
Granted		-			-
Vested		(9,917,844	)		(1.752	)
Forfeited		-			-
Nonvested, March 31, 2026		-		$	-

Summary of Outstanding Options

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

18. STOCKHOLDERS’ EQUITY (continued)

The changes in the stock option activity for the period from January 1, 2026 through March 31, 2026 consisted of the following:

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2026		-	$	-		-		-
Granted		6,500,000		1.01		10.0		-
Exercised		-		-		-		-
Forfeited / Expired		-		-		-		-
Outstanding, March 31, 2026		6,500,000	$	1.01		10.0	$	-
Exercisable, March 31, 2026		-	$	-		-	$	-
Vested and expected to vest, March 31, 2026		6,500,000	$	1.01		10.0	$	-

A summary of the status of nonvested stock options as of and for the three months ended March 31, 2026 is presented below:

	Stock Option Activity
	Number of Units		Weighted-Average Grant-Date Fair Value
Nonvested, January 1, 2026		-	$	-
Granted		6,500,000		1.01
Vested		-		-
Forfeited		-		-
Nonvested, March 31, 2026		6,500,000	$	1.01

Summary of Outstanding Restricted Stock and Restricted Stock Units

The Company did not have any outstanding restricted stock and restricted stock units as of March 31, 2026.

A summary of the status of nonvested restricted stock units as of and for the three months ended March 31, 2026 is presented below:

	Restricted Stock Unit Activity
	Number of Units			Weighted-Average Grant-Date Fair Value
Nonvested, January 1, 2026		400,000		$	1.46
Granted		-			-
Vested		(400,000	)		1.46
Forfeited		-			-
Nonvested, March 31, 2026		-		$	-

The Company issued the 400,000 restricted stock units upon vesting.

Share-based compensation expense recognized for the three months ended March 31, 2026 was $5,141,071. The following is a disaggregated breakdown of stock compensation expense for the three months ended March 31, 2026:

	Fair Value		Prior Expensed		For the Three Months Ended March 31, 2026			Unrecognized Expense
Instrument:
Strategic Advisor Warrants	$	11,533,125	$	7,688,800	$	3,844,325		$	-
Restricted Stock		1,250,000		416,667		833,333			-
Stock Options – Former Chairman of Board		273,299		273,299		(273,299	)		-
Restricted Stock Units		584,000		389,333		194,667			-
Stock Issuance		473,000		-		473,000			-
Stock Options		4,139,717		-		69,045			4,070,672
Total	$	18,253,141	$	8,768,099	$	5,141,071		$	4,070,672

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)