Form 8-K

8-K — Eightco Holdings Inc.

Accession: 0001493152-26-030042

Filed: 2026-06-25

Period: 2026-06-25

CIK: 0001892492

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): June 25, 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.

June 25, 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 June 25, 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:

June 25, 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

Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $436 Million, Includes OpenAI, Beast Industries, More Than 16,000 ETH

and Over 283 Million WLD Tokens

Eightco

treasury composition as of June 24, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 16,278 ETH, 283 million WLD holdings,

and $149M cash and equivalents, totaling approximately $436 million

Worldcoin

token (WLD) now listed on Robinhood (NASDAQ: HOOD), expanding access to millions

OpenAI

recently announced that it submitted a confidential S-1, setting itself up for an initial public offering

World

offers a solution to the ‘double human’ problem in a world proliferating with deepfakes

Eightco

provides indirect exposure to some of the most innovative private companies including OpenAI and Beast Industries

EASTON,

Pa., June 25, 2026 /PRNewswire/ Eightco Holdings Inc. (NASDAQ: ORBS) (“Eightco” or the “Company”) today provided

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

companies.

of June 24, 2026, at 6:00 p.m. ET, ORBS’ holdings include a $90 million investment (indirectly, through SPVs) in OpenAI, an $18

million funded investment in Beast Industries, a $1 million investment in Mythical Games, 283,452,700 Worldcoin (WLD) at $0.54 per WLD

(per Coinbase), 16,278 Ethereum (ETH), and approximately $149 million in total cash and stablecoins, for total holdings of approximately

$436 million.

Top

Headlines Driving the News:

ORBS

management believes the Company’s treasury portfolio holds some of the most critical components for the future AI and digital financial

system. Among the holdings, key highlights in recent weeks are:

● At

Cannes Lions, OpenAI highlighted its plans to develop advertising into a significant revenue

stream. The company said that nearly 20% of ChatGPT queries carry direct commercial intent,

with travel, retail, health and beauty, and financial services emerging as the strongest-performing

categories to date (Yahoo).

● On

June 23, Worldcoin token became available to trade on Robinhood’s crypto platform (NASDAQ:

HOOD) (X.com) which currently serves 28 million customers.

● On

June 23, Forbes ranked MrBeast as the #1 creator on its 2026 Top Creators List, recognizing

the rapid growth of Beast Industries, its reported $5 billion valuation, and its expansion

into new markets, including personal finance solutions for teens (Forbes).

● On

June 24, OpenAI and Broadcom (NASDAQ: AVGO) announced Jalapeño, OpenAI’s first

AI processor, marking a major step in their multi-generation effort to build next-generation

infrastructure for advanced AI (OpenAI).

“We

continue to see positive developments across each of ORBS’ core strategic investments,” said Thomas “Tom” Lee,

Board Member of Eightco. “To us, we see a validation of World’s strategy as Worldcoin is listed on Robinhood crypto and now

available to trade for HOOD’s 28 million customers. The expected expanded liquidity of WLD improves the utility of WLD token itself

in our view. MrBeast remains unmatched as the world’s most influential creator and we believe this continues to strengthen all

of the offerings of Beast Industries.”

“We

also believe the strong performance of the SpaceX IPO bodes well for the highly anticipated OpenAI IPO,” said Thomas “Tom”

Lee.

Eightco:

Exposure to key mega-trends

Eightco

is built around three mega-trends the Company expects to shape the next decade of innovation: artificial intelligence, digital identity,

and the creator economy, with positions in each trend through indirect investment in OpenAI (21% of ORBS’ treasury holdings), Worldcoin

(35%), and Beast Industries (4%).

Artificial

Intelligence — OpenAI

Eightco

has invested approximately $90 million in special purpose vehicles with exposure to equity interests in the parent company of OpenAI,

representing approximately 21% of treasury assets, one of the highest disclosed concentrations of any listed vehicle.

ChatGPT,

OpenAI’s consumer app, is the #1 consumer AI app worldwide (Sensor Tower) and crossed 900 million weekly active users in

February 2026, making it the fastest-scaling consumer technology in history (UBS via Reuters).

Digital

Identity — WLD Token

Eightco

holds over 283 million WLD, approximately 8.2% of circulating supply, the largest publicly disclosed institutional position globally

and approximately 35% of the Eightco treasury’s assets.

Worldcoin

is the native token of World, a global Proof of Human network built by Tools for Humanity (co-founded by Sam Altman and Alex Blania)

and stewarded by the World Foundation. Its Orb devices issue a privacy-preserving World ID that verifies a user is a unique human, not

an AI agent.

Under

World’s announced business model, applications pay per-verification fees while end-user verification remains free, with

both credential issuers and the World protocol monetizing verified-human authentication. World identifies a $6.35 trillion combined addressable

revenue opportunity across 13 industries spanning banking, e-commerce, gaming, social media, and agentic AI (per Tools for Humanity).

Creator

Economy — Beast Industries

Eightco

has invested $18 million in Beast Industries equity, approximately 4% of treasury assets.

Beast

Industries operates one of the largest direct-to-consumer reach footprints in the world, with a combined 500 million-plus follower base

across platforms, anchored by MrBeast as the most-watched person on YouTube globally. As AI commoditizes content production, distribution

and audience trust become increasingly scarce assets.

About

Eightco Holdings Inc.

Eightco

Holdings Inc. (NASDAQ: ORBS) is a publicly traded company executing a first-of-its-kind Worldcoin (WLD) treasury strategy, providing

investors single-ticker indirect exposure to three of the defining trends of this cycle: artificial intelligence through its indirect

investment in OpenAI, digital identity through its position as the largest public holder of WLD and the Proof of Human protocol, and

the creator economy through its equity stake in MrBeast’s Beast Industries. Backed by leading institutional investors including

Bitmine Immersion Technologies Inc. (NYSE: BMNR), MOZAYYX, World Foundation, CoinFund, Discovery Capital Management, FalconX, Payward/Kraken,

Pantera, and GSR, Eightco is building the infrastructure layer for human verification in the agentic AI era.

For

more information:

@iamhuman_orbs

Website:

8co.holdings

Frequently

Asked Questions

What

is ORBS stock?

Eightco

Holdings Inc. (NASDAQ: ORBS) is a publicly traded company on Nasdaq. ORBS provides indirect exposure to: OpenAI and Beast Industries.

Who

owns the most Worldcoin (WLD)?

Eightco

Holdings (NASDAQ: ORBS) holds 283 million WLD, approximately 8.2% of circulating supply and the largest publicly disclosed institutional

position globally.

What

is Proof of Human?

Proof

of Human is cryptographic verification that a user is a unique, living person, not a bot or AI agent. It is foundational infrastructure

for social networks, banking, agentic commerce, and any system requiring “one person, one account” in the agentic AI era.

How

does Eightco (ORBS) relate to Proof of Human?

Eightco

Holdings (NASDAQ: ORBS) is the largest publicly disclosed institutional holder of Worldcoin (WLD), the token powering World’s Proof

of Human network.

Who

is the CEO of Eightco Holdings?

Kevin

O’Donnell is the CEO of Eightco Holdings (NASDAQ: ORBS). The Company’s Board includes Tom Lee (Managing Partner and Head

of Research at Fundstrat, and Chairman of Bitmine Immersion Technologies (NYSE: BMNR)) and, as an advisor to the Board, Brett Winton

(Chief Futurist at ARK Invest).

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, including, without limitation, statements

regarding: the Company’s expectations that artificial intelligence, digital identity, and the creator economy will shape the next

decade of innovation; the Company’s belief that its treasury portfolio holds some of the most critical components for the future

AI and digital financial system; the belief that expanded liquidity of WLD improves the utility of the WLD token; statements regarding

the potential for an initial public offering of OpenAI following its submission of a confidential S-1; the statement that the strong

performance of the SpaceX IPO bodes well for an OpenAI IPO; statements regarding ChatGPT being the fastest-scaling consumer technology

in history; statements that Proof-of-Human verification provides foundational infrastructure for social networks, banking, agentic commerce,

and any system requiring “one person, one account” in the agentic AI era; statements that World offers a solution to the

“double human” problem in a world proliferating with deepfakes; statements regarding World’s addressable revenue opportunity

of $6.35 trillion across industries spanning banking, e-commerce, gaming, social media, and agentic AI; statements regarding the Company’s

position as the largest publicly disclosed institutional holder of WLD globally; statements that distribution and audience trust become

increasingly scarce assets as AI commoditizes content production; statements regarding OpenAI’s plans to develop advertising into

a significant revenue stream; statements that MrBeast remains unmatched as the world’s most influential creator; and statements

regarding the Company building the infrastructure layer for human verification in the agentic AI era. 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, including OpenAI and Beast Industries;

risk of loss or markdown on the Company’s strategic investments, including its indirect position in OpenAI equity (held through

special purpose vehicles), its position in WLD, and its position in Beast Industries equity; the Company’s ability to maintain

compliance with 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; volatility in digital asset prices, including WLD and ETH, which could materially affect the value of the Company’s

treasury holdings; regulatory changes, future legislation and rulemaking negatively impacting digital assets, artificial intelligence

adoption, or biometric data collection; risks related to the development, adoption, and market acceptance of Proof-of-Human technology

and the World network; uncertainty regarding the pace and trajectory of agentic AI deployment in enterprise and consumer applications;

uncertainty regarding OpenAI’s product roadmap, business model developments including advertising strategies, and the timing or

success of any IPO; risks related to Beast Industries’ ability to achieve its growth projections; competition in the digital identity

and AI infrastructure markets; reliance on third-party sources for the valuation of certain investments; uncertainty regarding MrBeast’s

continued success and the performance of Beast Industries’ creator-driven business model; risks related to the Company’s

concentrated positions in certain digital assets and private company investments; 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, 2026 and other 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

917 833 3392

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