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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 5, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 5, 2026, Eightco Holdings Inc. (the “Company”) entered into an Amended and Restated Compensation Agreement
(the “A&R Agreement”) with Kevin O’Donnell, the Company’s Chief Executive Officer, which amends
and restates in its entirety the Compensation Agreement dated September 8, 2025 (the “Prior Agreement”), between
the Company and Mr. O’Donnell. The A&R Agreement provides for a term of up to three years commencing on June 5, 2026, during
which Mr. O’Donnell will continue to serve as the Company’s Chief Executive Officer.
Pursuant
to the A&R Agreement, Mr. O’Donnell will receive an annual base salary of $550,000. In connection with the execution of the
A&R Agreement, the Compensation Committee of the Company’s Board of Directors approved payment of a cash bonus of $875,000
to Mr. O’Donnell, representing the full bonus amount that would have been payable under the Prior Agreement. However, the A&R
Agreement does not provide for an additional annual bonus opportunity throughout the new three-year term.
The
A&R Agreement provides for the following termination and severance benefits: (1) in the event of a termination without Cause, severance
pay equal to the lesser of 18 months of base salary or the base salary for the remainder of the term, plus accelerated vesting of all
outstanding equity awards; (2) in the event of a termination for Cause or voluntary resignation, accrued but unpaid base salary and reimbursable
expenses only, provided that upon a termination for Cause all unvested equity awards are forfeited; and (3) in the event of death or
Disability, accrued but unpaid base salary and reimbursable expenses, plus an additional six months of base salary and benefits (including,
in the case of death, continuation of dependent benefits for six months).
The
foregoing summary of the A&R Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of the A&R Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
June 11, 2026, 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 |
| 10.1 |
|
Amended and Restated Compensation Agreement, dated June 5, 2026, by and between Eightco Holdings Inc. and Kevin O’Donnell |
| 99.1 |
|
Press Release, dated June 11, 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 11, 2026
| |
EIGHTCO
HOLDINGS INC. |
| |
|
| |
/s/
Kevin O’Donnell |
| |
Kevin
O’Donnell |
| |
Chief
Executive Officer |
Exhibit
99.1
Eightco
Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $406 Million, Includes OpenAI, Beast Industries, More Than 16,000 ETH
and Over 283 Million WLD Tokens
Eightco
treasury composition as of June 10, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 16,278 ETH, 283 million WLD holdings,
and $142M cash and equivalents, totaling approximately $406 million
OpenAI
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 11, 2026 /PRNewswire/ Eightco Holdings Inc. (NASDAQ: ORBS) (“Eightco” or the “Company”) today provided
an update on its total holdings, highlighting its unique position across digital assets and strategic investments in leading private
technology companies.
As
of June 10, 2026, at 4:30 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 $0.45 per WLD
(per Coinbase), 16,278 Ethereum (ETH), and approximately $142 million in total cash and stablecoins, for total holdings of approximately
$406 million.
Top
AI 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:
| ● | It
was recently reported that hackers can potentially use AI to extract fingerprints from posted
images of people taking peace-sign selfies. Using photo-editing software and AI tools, fingerprint
ridges can become enhanced and visible in hi-res images (The New York Post). With
the proliferation of advanced AI tools, Tools For Humanity’s Orb devices become increasingly
more important to prove humanness. |
| | | |
| ● | On
June 8th, OpenAI announced that it submitted a confidential S-1, setting itself up for an
initial public offering (OpenAI). |
“A
future OpenAI IPO will allow public investors to own a direct stake in one of the most important companies driving the AI transformation,”
said Thomas “Tom” Lee, Board Member of Eightco. “ORBS, through its current holdings of indirect interests in the equity
of OpenAI, enables investors exposure to OpenAI prior to any public offering.”
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 (22% of ORBS’ treasury holdings), Worldcoin
(32%), 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 22% 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 8.4% of circulating supply, the largest publicly disclosed institutional position globally
and approximately 32% 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:
X:
@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 8.4% 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; statements regarding the importance of Orb devices to prove humanness in light of the proliferation
of advanced AI tools; expectations regarding a potential OpenAI initial public offering and expectations that any such IPO would allow
public investors to own a direct stake in one of the most important companies driving the AI transformation; the Company’s Board
Member’s statement that ORBS’ exposure to OpenAI enables investor exposure to OpenAI prior to any public offering; statements
regarding ChatGPT being the fastest-scaling consumer technology in history; beliefs that Proof-of-Human verification is becoming essential
infrastructure for social networks, banking, agentic commerce, and financial systems in the agentic AI era; statements regarding World’s
addressable revenue opportunity of $6.35 trillion across industries spanning banking, e-commerce, gaming, social media, and agentic AI;
and statements regarding the importance of distribution and audience trust as AI commoditizes content production. 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 and the timing or success of any IPO; risks related to Beast Industries’ ability
to achieve its growth projections; 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
+1
917 833 3392