CIRCLE8 GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.___)

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

270 Sylvan Avenue, Suite 2230

Englewood Cliffs, New Jersey 07632

November 3, 2026

Dear Circle8 Group Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Circle8 Group Inc. (the “Company”) which will be held on December 10, 2026, at 10:00 A.M. (Eastern Time). You will be able to attend the Annual Meeting, vote your shares of common stock and submit your questions at such meeting via a live webcast available at: www.meeting.vstocktransfer.com/Circle8Dec26. The Annual Meeting will be a completely virtual meeting of stockholders which will be conducted exclusively by webcast on the internet. No physical meeting will be held.

Details regarding admission to the meeting and the business to be conducted are described in the Notice of Internet Availability of Proxy Materials you will receive via electronic mail and in this Proxy Statement. We have also made available a copy of our 2025 Annual Report on Form 10-K to Stockholders (the “Annual Report”) with this Proxy Statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information, and believe that providing our proxy materials over the internet increases the ability of our stockholders to connect with the information they need. If you want more information, please visit the Annual Stockholders Meeting section of our website atwww.circle8group.com/investors.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope you will vote as soon as possible. You may vote over the internet, or you also may vote by mailing a proxy card. Please review the instructions on the proxy card regarding your voting options.

SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER SOLICITATION MATERIALS BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION

This Proxy Statement and other solicitation materials (when they become available), and any and all documents filed by the Company with the SEC, may be obtained by shareholders free of charge at the SEC’s web site atwww.sec.gov. In addition, the Company’s filings with the SEC, including the Proxy Statement and other relevant solicitation materials (when they become available), may be obtained, without charge, from the Company by directing a request to the Company at its main office at 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632. Such materials are also available atwww.meeting.vstocktransfer.com/Circle8Dec26.

YOUR VOTE IS IMPORTANT

In order to ensure your representation at the Annual Meeting, whether or not you plan to attend the meeting, please vote your shares as promptly. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received via electronic mail or your enclosed proxy card. Your participation will help to ensure the presence of a quorum at the Annual Meeting and save the Company the extra expense associated with additional solicitation. If you hold your shares through a broker, bank or other nominee, your broker, bank or other nominee is not permitted to vote on your behalf to vote on your behalf in the election of directors (Proposal 1); to approve a proposal to authorize the board of directors of the Company (the “Board”), to file an amendment to our certificate of incorporation, to effect a reverse stock split of our issued and outstanding Common Stock at a ratio to be determined by the Board (Proposal 2) or to approve the Company’s 2026 omnibus equity incentive plan (Proposal 3), unless you provide specific instructions to your broker, bank or other nominee by completing and returning any voting instruction form that your broker, bank or other nominee provides or following instructions that allow you to vote your broker-held shares via the internet. Voting your shares in advance will not prevent you from attending the Annual Meeting, revoking your earlier submitted proxy or voting your shares during the Annual Meeting.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 10, 2026

To the Stockholders of Circle8 Group Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Circle8 Group Inc. (the “Company”) will be held on December 10, 2026, at 10:00 A.M. (Eastern Time). You will be able to attend the Annual Meeting, vote your shares of common stock, and submit your questions at such meeting via a live webcast available at: www.meeting.vstocktransfer.com/Circle8Dec26. The Annual Meeting will be a completely virtual meeting of stockholders which will be conducted exclusively by webcast on the internet. No physical meeting will be held.

1. To elect six directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified(Proposal 1);

2. To approve a proposal to authorize the board of directors of the Company (the “Board”), in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to our certificate of incorporation, to effect a reverse stock split of our issued and outstanding Common Stock at a ratio to be determined by the Board, ranging from one-for-5 to one-for-10 (or any number in between), with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but no later than December 10, 2028, when the authority granted in this proposal to implement the reverse stock split would terminate (the “Reverse Stock Split Proposal”);(Proposal 2);

3. To approve the Company’s 2026 omnibus equity incentive plan(Proposal 3);

4. To ratify the appointment of the Company’s independent registered public accounting firm(Proposal 4);

5. To transact such other business as may properly come before the Annual Meeting (including any adjournments or postponements thereof).

Only stockholders of record at the close of business October 12, 2026 are entitled to receive the notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.

If you wish to attend the virtual meeting, please register in advance at: www.meeting.vstocktransfer.com/Circle8Dec26.

Your Board of Directors believes that the election of the nominees specified in the accompanying Proxy Statement as directors at the Annual Meeting is in the best interest of the Company and its stockholders and accordingly, unanimously recommends a vote “FOR” such nominees. The Board of Directors also recommends that you vote “FOR” the approval of the Reverse Stock Proposal. “FOR” the approval of the Company’s 2026 omnibus equity incentive plan and “FOR” the ratification of the appointment of the Company’s independent registered public accounting firm.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for fiscal year ended December 31, 2025, will be available athttps://www.circle8group.com/investors.