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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): March 20, 2026
EIGHTCO
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Texas |
|
001-41033 |
|
87-2755739 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
101
Larry Holmes Drive
Suite
313
Easton,
PA |
|
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 ☒
If
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.
On
March 20, 2026, Eightco Holdings Inc. (the “Company”) issued a press release (the “Press Release”)
announcing additional investment in exchange for beneficial interests in the equity of OpenAI Group PBC (“OpenAI”).
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
8.01 Other Events.
On
March 20, 2026, the Company, through an indirect wholly-owned subsidiary, made an additional strategic investment of approximately
$42.0 million (inclusive of commissions and related expenses) to acquire indirect beneficial interests in the preferred stock
of OpenAI. Today’s investment is in addition to the Company’s $50.0 million investment on March 6, 2026, and
brings the Company’s aggregate strategic investment in beneficial ownership interests of OpenAI preferred
stock to more than $90 million. OpenAI is a global leader in artificial intelligence that develops advanced AI systems and platforms,
including models like ChatGPT, to power applications across research, software, and real-world products. The Company’s indirect
economic interests in OpenAI are held through an indirect wholly owned subsidiary of the Company.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated March 20, 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:
March 20, 2026
| |
EIGHTCO
HOLDINGS INC. |
| |
|
| |
/s/
Kevin O’Donnell |
| |
Kevin
O’Donnell |
| |
Chief
Executive Officer |
Exhibit 99.1
Eightco
(NASDAQ: ORBS) Invests Additional $40 Million into OpenAI, Bringing Total OpenAI Investment to $90 Million
OpenAI
now represents approximately 30% of ORBS’ total treasury position
ORBS
is the only company that offers retail investors access to leading private companies including OpenAI and Beast Industries
Tom
Lee, Chairman of Bitmine (NYSE: BMNR), joins board of directors to support ORBS’ long-term investment strategy
Brett
Winton, Chief Futurist at ARK Invest, joins as an advisor to ORBS’ Board
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 – March 20, 2026, PRNewswire - Eightco Holdings Inc. (NASDAQ: ORBS) (“ORBS” or the “Company”) today
announced an additional $40 million investment in OpenAI. This follows the Company’s prior $50 million investment, bringing its
total commitment to $90 million in one of the world’s leading artificial intelligence companies. With this latest investment, OpenAI
now represents approximately 30% of ORBS’ total treasury position. In addition to the company’s
stake in OpenAI, ORBS’ total holdings include 277,222,975 WLD, 11,068 ETH, and total cash and stablecoins of $76 million.
ORBS holds nearly 10% of the current WLD supply in circulation, positioning the company as the
largest public market participant in the Worldcoin ecosystem.
“We
believe our investment in OpenAI represents a transformative opportunity not only for ORBS, but for our shareholders,” said Kevin
O’Donnell, CEO of Eightco ($ORBS). “Access to high-growth private companies has historically been limited to institutional
investors, and we’re proud to offer retail investors meaningful exposure to one of the most important AI companies in the world.
This investment highlights our continued belief in the long-term impact of artificial intelligence and positions ORBS at the forefront
of innovation as this technology reshapes industries globally.”
The
company recently announced $125 million in new funding commitments led by $75 million from Bitmine (NYSE: BMNR) with a commitment of
at least $25 million from ARK Invest. Payward, the parent company of global crypto platform Kraken, also committed $25 million to ORBS.
The capital will support ORBS’ expansion into investing in technology shaping the next generation of artificial intelligence, blockchain
infrastructure, and global digital consumer platforms. In addition to OpenAI, ORBS also announced closing an initial strategic investment
of $25 million in MrBeast and Beast Industries.
The
company has appointed Tom Lee, Chairman of Bitmine, to join ORBS’ Board of Directors. Brett Winton, Chief Futurist at ARK Invest,
will serve as an advisor to the Board of ORBS.
“OpenAI
is one of the most consequential bets you can make in markets today,” said Brett Winton, Chief Futurist at ARK Invest. “We’re
pleased to support ORBS in building a public market on-ramp to the companies shaping the AI era.”
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
