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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 6, 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
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
March 10, 2026, Daniel Ives notified the Board of Directors (the “Board”) of Eightco Holdings Inc. (the
“Company”) of his resignation from the Board, including his position as Chairman of the Board (“Chairman”),
effective the same day. Mr. Ives’ resignation was not the result of any disagreement with the Company on any matter
relating to the Company’s operations, policies, or practices. The Company thanks Mr. Ives for his service and leadership to
the Board. Upon Mr. Ives stepping down, the Board appointed Kevin O’Donnell, the Company’s Chief Executive Officer and
director, to serve as Chairman of the Board, effective immediately.
On
March 10, 2026, the Board appointed Thomas Lee to serve as an independent director of the Company, effective immediately, to fill the
vacancy created by Mr. Ives’ resignation. Mr. Lee will serve on the Company’s Corporate Governance and Nominating Committee.
Mr. Lee will serve as an independent director until the Company’s next annual meeting of stockholders and until his successor has
been duly elected and qualified, or until his earlier death, resignation or removal.
Mr.
Lee, age 56, is a Managing Partner and co-founder of Fundstrat (“Fundstrat”) Global Advisors, a research advisory
firm he co-founded in 2014. Mr. Lee currently serves as Head of Research and Chief Investment Officer at Fundstrat and as Chief Investment
Officer and Portfolio Manager at Fundstrat Capital, an affiliate of Fundstrat. He also serves as Executive Chairman of Bitmine Immersion
Technologies, Inc (Ticker: BMNR). Mr. Lee has served as Chief Executive Officer and a Director of FutureCrest Acquisition Corp. since
June 2025. Prior to founding Fundstrat, Mr. Lee served as Chief Equity Strategist at J.P. Morgan Chase & Co. from 1999 to 2014. Earlier
in his career, Mr. Lee worked as a telecommunications equity research analyst and small-cap equity strategist at firms including Kidder,
Peabody, and Salomon Smith Barney. In 2024, Mr. Lee launched Fundstrat Capital, which manages the Fundstrat Granny Shots US Large Cap
ETF (Ticker: GRNY), an actively managed large-cap equity fund. Mr. Lee earned his BSE in Economics with dual concentrations in Finance
and Accounting from the University of Pennsylvania’s Wharton School and is a CFA Charterholder.
There
are no arrangements or understandings between Mr. Lee and any other persons pursuant to which he was appointed as a director of the Company.
There are no family relationships between Mr. Lee and any other director or executive officer of the Company and he has no direct or
indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities
and Exchange Commission.
Item
7.01 Regulation FD Disclosure.
On
March 12, 2026, the Company issued a press release (the “Press Release”) announcing strategic investments
in OpenAI Group PBC and Beast Industries Co., as well as $125 million in investment commitments the Company has
received from ARK Investment Management LLC, Bitmine Immersion Technologies, Inc., and Payward Services Limited d/b/a
Kraken. 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 6, 2026, the Company made a strategic investment of approximately $52.5 million (inclusive of commissions and related expenses)
to acquire beneficial ownership interests in the outstanding equity securities of OpenAI Group PBC. 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.
On
March 10, 2026, the Company made a strategic investment of approximately $25.0 million in shares of Beast Industries Co., $7.0 million
of which is committed capital that may be funded within sixty days in exchange for additional stock. Beast Industries is a diversified
entertainment, consumer products, and consumer packaged goods company that operates a global digital content and distribution platform.
The Company made the investment through its wholly-owned subsidiary, ORB Subsidiary One LLC.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated March 12, 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 12, 2026
| |
EIGHTCO
HOLDINGS INC. |
| |
|
| |
/s/
Kevin O’Donnell |
| |
Kevin O’Donnell |
| |
Chief
Executive Officer |
Exhibit 99.1
Eightco
(NASDAQ: ORBS) Secures $125M in Institutional Commitments Led by Bitmine (NYSE: BMNR), Cathie Wood’s ARK Invest, and Payward to
Expand into Next Generation Technology
ORBS
makes strategic investments in category-defining companies, including OpenAI and Beast Industries
Tom
Lee, Chairman of Bitmine (NYSE: BMNR), joins board of directors to support ORBS’ long-term investment strategy
ARK
Invest joins ORBS as a partner, providing strategic advisory and private market intelligence; commits $25 million to ORBS
Brett
Winton, Chief Futurist at ARK Invest, will join as an advisor to ORBS’ Board
Payward,
the parent company of global crypto platform Kraken, commits $25 million to ORBS
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 12, 2026, PRNewswire - Eightco Holdings Inc. (NASDAQ: ORBS) (“ORBS” or the “Company”) today
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, has also committed $25 million to ORBS. The capital supports
ORBS’ expansion into investing in technology shaping the next generation of artificial intelligence, blockchain infrastructure,
and global digital consumer platforms.
ORBS
also announced closing its initial strategic investments of $50 million in OpenAI and $25 million in MrBeast and Beast
Industries. These investments position ORBS as a hub at the center of key frontier AI technologies and content creation, expanding its
portfolio to include ownership stakes in world-leading innovators. The company continues to hold Worldcoin, co-founded by Sam Altman,
and Ethereum as a long-term believer in the ERC-20 protocol.
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. Dan Ives will step down as Chairman of ORBS.
“Bitmine
invested in ORBS as we believe this company sits at the center of some of the most important future needs and developments for AI,”
said Tom Lee, Chairman of Bitmine and newly appointed independent director of ORBS. “To me, there is tremendous synergy between
Proof of Human (Worldcoin), the OpenAI foundational models, and connectivity to the greatest content creator in the world, MrBeast. And
the ARK investment team, known for their pioneering work on identifying exponential opportunities, is further fueling synergy and innovation
in this company.”
World
was built to address the critical issue of distinguishing between real humans and bots in the AI era. On the creation of World, Sam Altman
has noted, “We needed some sort of way for identifying, authenticating humans in the age of AGI. We needed a way that we could
know what content was made by a human, by an AI. We wanted a way to make sure that humans stayed special and central in a world where
the internet was going to have lots of AI-driven content. We wanted a way to think about how we were going to distribute access to these
systems.”
“ORBS
is taking on a unique initiative at the intersection of AI, blockchain, and creator driven platforms,” said Cathie Wood, Founder,
CEO and CIO of ARK Invest. “At ARK Invest, we focus on technologies that have the potential to transform the global economy. We
are excited to be partnering with ORBS to support their strategy as these technologies scale over the coming decade.”
“Technological
revolutions tend to follow power-law dynamics: a small number of platforms capture a disproportionate share of value. ORBS is positioning
itself at the intersection of three such compounding networks, AI, cryptographic infrastructure, and global digital distribution,”
said Arjun Sethi, co-CEO of Kraken and Payward. “Capital deployed at that convergence has the potential to scale non-linearly,
and we’re excited to support a strategy designed to capture that asymmetry.”
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
ABOUT
BITMINE
Bitmine
(NYSE AMERICAN: BMNR) is a Bitcoin miner with operations in the US. The company is deploying its excess capital to be the leading Ethereum
Treasury company in the world, implementing an innovative digital asset strategy for institutional investors and public market participants.
Guided by its philosophy of “the alchemy of 5%,” the Company is committed to ETH as its primary treasury reserve asset, leveraging
native protocol-level activities including staking and decentralized finance mechanisms. The Company will launch MAVAN (Made-in America
VAlidator Network), a dedicated staking infrastructure for Bitmine assets, in Q1 of 2026.
For
additional details, follow on X:
https://x.com/bitmnr
https://x.com/fundstrat
ABOUT
BEAST INDUSTRIES
Beast
Industries is a multifaceted entertainment, consumer products, and CPG company founded and led by YouTube creator, entrepreneur, and
philanthropist Jimmy Donaldson, better known as MrBeast. A global entertainment powerhouse, MrBeast is the most-subscribed YouTube channel
in the world with over 450 million subscribers and over 5 billion monthly views across all channels. Recognized as the #1 creator on
Forbes’ Top Creators List (2023) and featured on the TIME 100 and inaugural TIME100 Climate lists, Donaldson has built Beast Industries
into a platform spanning groundbreaking content, record-breaking competition formats, and some of the fastest-growing CPG launches in
history, including the snack brand Feastables. The company also drives large-scale social impact through initiatives like #TeamTrees,
#TeamSeas, #TeamWater, and Beast Philanthropy, a 501(c)(3) nonprofit that has provided over 20 million free meals and funded critical
infrastructure projects worldwide. At its core, Beast Industries blends entertainment, innovation, and purpose to create culturally resonant
IP, market-leading products, and lasting change.
ABOUT
PAYWARD
Payward,
Inc. is a unified financial infrastructure platform that powers a family of products advancing an open, global financial system. Built
on a single shared architecture, Payward enables customers to hold, trade, earn, pay, and invest across asset classes without friction
or fragmentation.
At
its core, Payward provides the infrastructure layer behind Kraken and a growing set of purpose-built products, including NinjaTrader,
Breakout, xStocks, and CF Benchmarks.
Payward
separates infrastructure from product expression. Each product surface is designed for a specific customer segment, regulatory regime,
and use case, while operating on the same global foundation:
| ● | One
global liquidity pool |
| ● | One
unified risk and margin engine |
| ● | One
collateral and settlement system |
| ● | One
compliance and licensing framework |
This
shared architecture allows Payward to scale efficiently, launch new products at low marginal cost, and serve diverse global markets while
maintaining consistent risk management, regulatory integrity, and operational resilience.
For
more information about Payward, please visit www.payward.com.
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
