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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): April 7, 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
April 7, 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 April 7, 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:
April 7, 2026
| |
EIGHTCO
HOLDINGS INC. |
| |
|
| |
/s/
Kevin O’Donnell |
| |
Kevin
O’Donnell |
| |
Chief
Executive Officer |
Exhibit 99.1
Eightco
(NASDAQ: ORBS) Represents the Biggest Public Market Exposure to OpenAI for Retail Investors
Reports
total holdings of $321 million, includes nearly 280 million Worldcoin and
over
11,000 ETH
OpenAI’s
recent investment and acquisition are key drivers of long-term value for ORBS shareholders
OpenAI
represents approximately 30% of ORBS’ total treasury position
ORBS
offers retail investors exposure to world’s largest content creator, Beast Industries
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 – April 7, 2026, PRNewswire - Eightco Holdings Inc. (NASDAQ: ORBS) (“ORBS” or the “Company”) today
announced an update on its total holdings, highlighting its expanding position across digital assets and strategic investments in leading
private technology companies.
As
of April 6, 2026, at 3:00 p.m. ET, ORBS’ holdings include 277,222,975 Worldcoin (WLD) at $0.25 per WLD (per Coinbase), 11,068 Ethereum
(ETH), a $90 million investment in OpenAI, a $25 million investment in Beast Industries, and $110 million in total cash and stablecoins,
for total holdings of approximately $321 million.
ORBS
holds nearly 9% of the circulating supply of Worldcoin, positioning the Company as the largest public market participant in the Worldcoin
ecosystem. The Company’s investment in OpenAI represents approximately 30% of its total treasury, reflecting its focus on gaining
exposure to foundational artificial intelligence platforms.
“ORBS
represents the largest opportunity for public market exposure to OpenAI available to retail investors today,” said Kevin O’Donnell,
CEO of Eightco ($ORBS). “Being a shareholder in ORBS is like owning a piece of OpenAI.”
WHY
RECENT OPENAI NEWS BENEFITS ORBS:
| ● | Recent
developments at OpenAI, including its latest investment round of $122B and the acquisition
of TBPN, reinforce its position as a leading platform driving next-generation AI capabilities
while expanding its reach across enterprise and consumer applications. |
| ● | As
the pace of innovation accelerates, ORBS believes its alignment with OpenAI will be a key
driver of long-term value creation. |
| ● | ORBS
is among a select group of public companies providing retail investors with exposure to high-growth
private technology investments, including OpenAI and Beast Industries. ORBS currently offers
the most public exposure to OpenAI for retail investors. |
| ● | Through
this strategy, ORBS is bridging a critical gap between public market investors and the companies
driving the next wave of technological innovation. |
As
previously announced, ORBS secured $130 million in new funding commitments, led by an $80 million investment from Bitmine, with additional
participation from ARK Invest and Payward, each committing $25 million. This capital positions the Company to accelerate its strategy
of investing in transformative technologies across artificial intelligence, blockchain infrastructure, and global digital consumer platforms.
“We
believe OpenAI is exceptionally well positioned to capture outsized value as AI becomes a new platform layer for the economy,”
said Brett Winton, Chief Futurist at ARK Invest and Board Advisor to ORBS. “By providing public market exposure to OpenAI, ORBS
offers investors a unique way to participate in this rapidly evolving innovation cycle.”
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
