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STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 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 June 30, 2026 and December 31, 2025, the Company had 429,777,400 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 June 30, 2026 and December 31, 2025, the Company had 0 issued and outstanding shares of Series A Preferred Stock.

 

Common stock issuances during the six months ended June 30, 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 with a grant-date fair value of $173,000. For the three and six months ended June 30, 2026, the Company recognized share-based compensation expense of $0 and $173,000, respectively.

 

On March 11, 2026, the Company issued 263,157 shares of common stock to members of the board related to their agreements with a grant-date fair value of $300,000. For the three and six months ended June 30, 2026, the Company recognized share-based compensation expense of $0 and $300,000, respectively.

 

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. For the three and six months ended June 30, 2026, the Company recognized share-based compensation expense of $206,936 and $275,981, respectively. The remaining $3,863,736 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. For the three and six months ended June 30, 2026, the Company recognized share-based compensation expense of $0 and $833,333, respectively.

 

On May 22, 2026, the Company issued 163,044 shares of common stock to members of the board related to their agreements with a grant-date fair value of $150,000. For the three and six months ended June 30, 2026, the Company recognized share-based compensation expense of $150,000 and $150,000, respectively.

 

On May 28, 2026, the Company issued 6,639,912 shares of common stock to pre-funded warrant holders. The Company previously received proceeds of $9,697,761 in September 2025 related to the prefunded warrants.

 

During the three and six months ended June 30, 2026, the Company sold 54,016,967 and 214,998,030 shares under the Cantor Fitzgerald ATM agreement for gross proceeds of $54,836,637 and $222,412,828 before commissions and offering costs of $1,085,622 and $6,441,289.

 

 

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.

 

Option to Repurchase Shares

 

During the six months ended June 30, 2026, the Company paid $1,000,000 to acquire the right to repurchase up to 684,932 shares of its common stock from a counterparty. The payment was recorded as a reduction of additional paid-in capital in the Company’s condensed consolidated statement of changes in stockholders’ equity. There was no activity under this arrangement during the three months ended June 30, 2026.

 

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 six months ended June 30, 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 as of June 30, 2026

 

  

Number

Outstanding

   Exercisable  

Weighted

Average

Remaining

Term

   Classification 
                 
Instrument:                    
Strategic Advisor Warrants   9,917,844    9,917,844    6.2    Equity 
Placement Agent Warrants   3,855,822    3,855,822    4.2    Equity 
Total outstanding   13,773,666                

 

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 June 30, 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   6,646,855    0.001    -    - 
Forfeited / Expired   -    -    -    - 
Outstanding and Exercisable, June 30, 2026   13,773,666   $1.750    5.9   $- 
Vested and expected to vest, June 30, 2026   13,773,666   $1.750    5.9   $- 

 

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 $0.70 and $1.73 per share on June 30, 2026 and December 31, 2025, respectively.

 

A summary of the status of nonvested warrants subject to service-based vesting conditions as of and for the three months ended June 30, 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, June 30, 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 June 30, 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, June 30, 2026   6,500,000   $1.01    9.8   $- 
Exercisable, June 30, 2026   -   $-    -   $- 
Vested and expected to vest, June 30, 2026   6,500,000   $1.01    9.8   $- 

 

A summary of the status of nonvested stock options as of and for the six months ended June 30, 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, June 30, 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 June 30, 2026.

 

A summary of the status of nonvested restricted stock units as of and for the three and six months ended June 30, 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, June 30, 2026   -   $- 

 

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

 

Share-based compensation expense recognized for the three months ended June 30, 2026 was $356,936. Share-based compensation expense recognized for the six months ended June 30, 2026 was $5,498,007. The following is a disaggregated breakdown of stock compensation expense for the three months ended June 30, 2026:

 

   Fair Value   Prior
Expensed		   For the
Six Months Ended
June 30, 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)   - 
Restricted Stock Units   584,000    389,333    194,667    - 
Stock Issuance   623,000    -    623,000    - 
Stock Options   4,139,717    -    275,981    3,863,736 
Total  $18,129,842   $8,768,099   $5,498,007   $3,863,736 

 

*The stock options to the former chairman of the Board were forfeited upon departure.

 

 

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)