Form 8-K

8-K — Eightco Holdings Inc.

Accession: 0001493152-26-015454

Filed: 2026-04-07

Period: 2026-04-07

CIK: 0001892492

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 7, 2026

EIGHTCO

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Texas

001-41033

87-2755739

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

101

Larry Holmes Drive

Suite

313

Easton,

18042

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (888) 765-8933

(Former

name or former address, if changed since last report)

Not

Applicable

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

ORBS

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation FD Disclosure.

April 7, 2026, Eightco Holdings Inc. (the “Company”) issued a press release (the “Press Release”)

providing an update on the Company’s operations. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein

by reference.

The

information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section,

and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated April 7, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

Dated:

April 7, 2026

EIGHTCO

HOLDINGS INC.

/s/

Kevin O’Donnell

Kevin

O’Donnell

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Eightco

(NASDAQ: ORBS) Represents the Biggest Public Market Exposure to OpenAI for Retail Investors

Reports

total holdings of $321 million, includes nearly 280 million Worldcoin and

over

11,000 ETH

OpenAI’s

recent investment and acquisition are key drivers of long-term value for ORBS shareholders

OpenAI

represents approximately 30% of ORBS’ total treasury position

ORBS

offers retail investors exposure to world’s largest content creator, Beast Industries

The

Company is supported by a group of strategic and institutional investors including: Bitmine Immersion Technologies (BMNR), MOZAYYX, ARK

Invest, Payward, World Foundation, Coinfund, Discovery Capital Management, FalconX, Pantera, GSR, and more

EASTON,

PA – April 7, 2026, PRNewswire - Eightco Holdings Inc. (NASDAQ: ORBS) (“ORBS” or the “Company”) today

announced an update on its total holdings, highlighting its expanding position across digital assets and strategic investments in leading

private technology companies.

of April 6, 2026, at 3:00 p.m. ET, ORBS’ holdings include 277,222,975 Worldcoin (WLD) at $0.25 per WLD (per Coinbase), 11,068 Ethereum

(ETH), a $90 million investment in OpenAI, a $25 million investment in Beast Industries, and $110 million in total cash and stablecoins,

for total holdings of approximately $321 million.

ORBS

holds nearly 9% of the circulating supply of Worldcoin, positioning the Company as the largest public market participant in the Worldcoin

ecosystem. The Company’s investment in OpenAI represents approximately 30% of its total treasury, reflecting its focus on gaining

exposure to foundational artificial intelligence platforms.

“ORBS

represents the largest opportunity for public market exposure to OpenAI available to retail investors today,” said Kevin O’Donnell,

CEO of Eightco ($ORBS). “Being a shareholder in ORBS is like owning a piece of OpenAI.”

WHY

RECENT OPENAI NEWS BENEFITS ORBS:

● Recent

developments at OpenAI, including its latest investment round of $122B and the acquisition

of TBPN, reinforce its position as a leading platform driving next-generation AI capabilities

while expanding its reach across enterprise and consumer applications.

● As

the pace of innovation accelerates, ORBS believes its alignment with OpenAI will be a key

driver of long-term value creation.

● ORBS

is among a select group of public companies providing retail investors with exposure to high-growth

private technology investments, including OpenAI and Beast Industries. ORBS currently offers

the most public exposure to OpenAI for retail investors.

● Through

this strategy, ORBS is bridging a critical gap between public market investors and the companies

driving the next wave of technological innovation.

previously announced, ORBS secured $130 million in new funding commitments, led by an $80 million investment from Bitmine, with additional

participation from ARK Invest and Payward, each committing $25 million. This capital positions the Company to accelerate its strategy

of investing in transformative technologies across artificial intelligence, blockchain infrastructure, and global digital consumer platforms.

“We

believe OpenAI is exceptionally well positioned to capture outsized value as AI becomes a new platform layer for the economy,”

said Brett Winton, Chief Futurist at ARK Invest and Board Advisor to ORBS. “By providing public market exposure to OpenAI, ORBS

offers investors a unique way to participate in this rapidly evolving innovation cycle.”

ABOUT

EIGHTCO HOLDINGS INC.

Eightco

Holdings Inc. (NASDAQ: ORBS) is expanding its mission to own stakes in leading AI model, OpenAI and leading content creator, MrBeast

and Beast Industries. Through strategic investments and partnerships, ORBS sits at the intersection of blockchain infrastructure, artificial

intelligence, and next-generation consumer platforms. The Company is focused on building long-term shareholder value by aligning capital

with the transformative technologies shaping the future of humanity.

For

additional details, follow on X:

https://x.com/iamhuman_orbs

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements

in this press release other than statements of historical fact could be deemed forward looking. Words such as “plans,” “expects,”

“will,” “anticipates,” “continue,” “expand,” “advance,” “develop”

“believes,” “guidance,” “target,” “may,” “remain,” “project,”

“outlook,” “intend,” “estimate,” “could,” “should,” and other words and terms

of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain

such terms. Forward-looking statements are based on management’s current beliefs and assumptions that are subject to risks and

uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking

statement as a result of various factors, including, without limitation: the Company’s inability to direct the management or operations

of private businesses where the Company is not a controlling stockholder; risk of loss or markdown on the Company’s strategic investments;

the Company’s ability to maintain compliance with the Nasdaq’s continued listing requirements; unexpected costs, charges

or expenses that reduce the Company’s capital resources or otherwise delay capital deployment; inability to raise adequate capital

to fund or scale its business operations or strategic investments; regulatory changes, future legislation and rulemaking negatively impacting

digital assets or artificial intelligence adoption; and shifting public and governmental positions on digital assets or artificial intelligence-related

industries. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For

a discussion of other risks and uncertainties, and other important factors, any of which could cause Eightco’s actual results to

differ from those contained in the forward-looking statements herein, see Eightco’s filings with the Securities and Exchange Commission

(the “SEC”), including the risk factors and other disclosures in its Annual Report on Form 10-K filed with the SEC on April

15, 2025 and subsequent publicly available SEC filings. All information in this press release is as of the date of the release, and Eightco

undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect

future events or developments, except as required by law.

SOURCE

Eightco Holdings (NASDAQ: ORBS)

MEDIA

CONTACT:

Marcy

Simon

Marcy@agentofchange.com

+19178333392

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