Eightco Holdings (ORBS) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for August 8, 2024, to vote on a reverse stock split and a potential adjournment if more votes are needed.

• The reverse stock split aims to consolidate every five shares of common stock into one, primarily to meet Nasdaq's $1.00 minimum bid price requirement and maintain listing.

• The Board recommends voting in favor of both the reverse stock split and the adjournment proposals.

• The meeting will be held virtually, allowing shareholders to participate and vote online.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a 1-for-5 reverse stock split of outstanding common shares.

• Proposal 2 allows adjournment of the meeting if more time is needed to solicit votes for the reverse split.

• Both proposals are considered routine matters, allowing brokers discretionary voting authority.

• The Board unanimously recommends voting "FOR" both proposals.

Board of directors and corporate governance

• The Board retains discretion to implement or abandon the reverse split after shareholder approval.

• No anti-takeover intent is associated with the reverse split, though increased authorized shares could theoretically be used for such purposes.

• No director or officer has interests in the proposal different from other shareholders.