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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)
| Delaware |
|
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, $0.001 par value |
|
ORBS |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On
March 6, 2026, Eightco Holdings Inc. (the “Company”) issued a press release (the “Press Release”)
providing an update on the Company’s operations. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein
by reference.
The
information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated March 6, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated:
March 6, 2026
| |
EIGHTCO
HOLDINGS INC. |
| |
|
| |
/s/
Brett Vroman |
| |
Brett
Vroman |
| |
Chief
Financial Officer |
Exhibit 99.1
Eightco
($ORBS) Highlights Treasury Position Latest Update
ORBS
holds nearly 10% of the current WLD supply in circulation
The
Company is supported by a group of strategic and institutional investors including: Bitmine Immersion Technologies (BMNR), MOZAYYX, World
Foundation, Wedbush, Coinfund, Discovery Capital Management, FalconX, Kraken, Pantera, GSR, and more
EASTON,
PA – March 6, 2026, Eightco Holdings Inc. (NASDAQ: ORBS) today announced its total current holdings. As of March 5, 2026, ORBS’
total holdings include 277,222,975 WLD, 11,068 ETH, and total cash of $82 million. ORBS holds nearly 10% of the current WLD supply in
circulation, positioning the company as the largest public market participant in the Worldcoin ecosystem.
“We
believe the global AI revolution is still in its early innings, and Eightco is strategically positioning itself at the center of this
transformation,” said Dan Ives, Chairman of Eightco ($ORBS). “ORBS continues to advance partnerships and investments across
the AI, frontier technology and digital identity ecosystems, including initiatives advancing human authentication and verification.”
ABOUT
EIGHTCO HOLDINGS INC.
Eightco
Holdings Inc. (NASDAQ: ORBS) is building the authentication and trust layer for the post-AGI world. Its mission centers on strategic
pillars including consumer authentication, enterprise authentication, and gaming authentication. Through its pioneering digital asset
strategies, including the first-of-its-kind Worldcoin treasury, and partnerships with leading technology innovators, Eightco is establishing
a universal foundation for digital identity and Proof of Human (PoH) verification. Dan Ives serves as Chairman of Eightco, where he leads
the company’s mission to build the global authentication and trust layer in an AI world.
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: Eightco’s ability to maintain compliance with the Nasdaq’s
continued listing requirements; unexpected costs, charges or expenses that reduce Eightco’s capital resources; Eightco’s
inability to raise adequate capital to fund its business; Eightco’s inability to innovate and attract users for Eightco’s
products; future legislation and rulemaking negatively impacting digital assets; and shifting public and governmental positions on digital
asset mining activity. 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 forward-looking statements, see Eightco’s filings with the Securities and Exchange Commission
(the “SEC”), including in its Annual Report on Form 10-K filed with the SEC on April 15, 2025. 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
