UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On August 25, 2023, Eightco Holdings Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The matters described below were submitted to a vote of the holders of the Company’s Common Stock at the Special Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 26, 2023 (the “Proxy Statement”). The final voting results are as follows:
| 1. | Proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Common Stock underlying a convertible promissory note and warrant issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated March 15, 2023, by and between the Company and the investor named therein, in an amount equal to or in excess of 20% of the Company’s Common Stock outstanding immediately prior to the issuance of such convertible promissory note and warrant (the “March 2023 SPA Issuance Proposal”): |
| For | Against | Abstain | ||||||||
| 639,991 | 175,521 | 18,191 | ||||||||
| 2. | Proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the March 2023 SPA Issuance Proposal: |
| For | Against | Abstain | ||||||||
| 628,686 | 182,639 | 22,378 | ||||||||
For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.
SIGNATURES
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.
Date: August 25, 2023
| Eightco Holdings Inc. | ||
| By: | /s/ Brian McFadden | |
| Name: | Brian McFadden | |
| Title: | Chief Executive Officer | |