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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): October 26, 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
October 26, 2026, AI Innovation Capital LLC, a wholly owned subsidiary of the Company, completed the sale of a portion of the Company’s
indirect interest in OpenAI Group, PBC, which is held through a single purpose vehicle, to a third-party purchaser for aggregate gross
cash proceeds of approximately $20.0 million.
On
October 29, 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 October 29, 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:
October 29, 2026
| |
EIGHTCO
HOLDINGS INC. |
| |
|
| |
/s/
Kevin O’Donnell |
| |
Kevin
O’Donnell |
| |
Chief
Executive Officer |
Exhibit 99.1
Eightco
Holdings (ORBS) Announces Strategic Monetization to Demonstrate Portfolio Gains and Support Accelerated Buybacks
Eightco
treasury composition as of October 28, 2026: $76M OpenAI equity (indirect), $18M Beast Industries equity, 16,278 ETH, nearly 302 million
WLD holdings, and $132M cash and equivalents, totaling approximately $399 million
Company
intends to utilize its balance sheet to accelerate the pace of share repurchases
Eightco
provides indirect exposure to some of the most innovative private companies including OpenAI and Beast Industries
EASTON,
Pa., October 29, 2026 /PRNewswire/ Eightco Holdings Inc. (NASDAQ: ORBS) (“Eightco” or the “Company”) today
announced that it has repurchased more than 55 million shares of its common stock under its previously announced $125 million share repurchase
program, while maintaining significant exposure to OpenAI and World. Since August of this year, the Company has repurchased 12.98% of
its shares outstanding.
On
October 26, Eightco monetized a small portion of its OpenAI investment at a price per share that was roughly 40% above the Company’s
initial purchase price. Critically, this strategic sale highlights appreciation within the portfolio that is not reflected in the reported
treasury figures (which are held at cost). As such, management was able to monetize assets above their carrying value while the Company’s
stock trades at a discount to net assets. The Board intends to use those sale proceeds for additional share repurchases.
“Since
Eightco invested in OpenAI, its valuation has experienced significant step changes, reflecting the scale of the opportunity emerging
across artificial intelligence,” said Kevin O’Donnell, Chief Executive Officer of Eightco Holdings. “We’ve capitalized
a portion of our OpenAI position following substantial appreciation and strategically deployed this capital to repurchase ORBS shares.”
“The
size of the cumulative common share repurchases, in my view, reflects this Company’s commitment to deliver shareholder returns,”
said Tom Lee, board member of Eightco. “More importantly, ORBS continues to own an attractive portfolio of valuable and appreciating
assets. The sizable gain from the stake in OpenAI is the most recent example.”
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 estimated value of the Company’s indirect investment in OpenAI equity and of its other holdings, including the Company’s
total holdings; the Company’s and its board member’s beliefs that the market has yet to fully recognize the appreciation
in the value of the Company’s OpenAI investment and the broader value of its underlying assets and that the Company’s shares
currently trade at a significant discount to the value of its assets; the Company’s intended use of the proceeds from the sale
of a portion of its indirect interests in OpenAI equity to support its stock buyback program; the Company’s intention to leverage
its balance sheet to accelerate and increase the pace of share repurchases and to continue to strategically deploy capital to repurchase
shares; the opportunity to repurchase shares at an attractive valuation and continued share repurchases under the Company’s $125
million share repurchase program; the Company’s maintenance of significant exposure to OpenAI and World; the Company’s commitment
to its shareholders and focus on creating long-term shareholder value; the Company providing indirect exposure to defining trends, including
artificial intelligence, digital identity, and the creator economy, through its investments in OpenAI, WLD, and Beast Industries; and
statements that Proof of Human is foundational infrastructure for social networks, banking, agentic commerce, and systems requiring verified
human identity. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,”
“expand,” “advance,” “develop,” “believes,” “guidance,” “target,”
“may,” “remain,” “project,” “outlook,” “intend,” “estimate,”
“could,” “should,” “positioned,” “view,” “opportunity,” 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 it 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 absence of a public market for, and the limited liquidity of, the Company’s
private company investments and interests in special purpose vehicles, and the risk that the Company may be unable to realize, or may
realize less than, the estimated value of such investments upon any sale, redemption, or other disposition; the estimates, assumptions,
and methodologies used to value the Company’s investments and to calculate its total holdings, which may differ from those used
by other parties, may change, and may not reflect the price at which the Company’s assets could be sold or the price at which the
Company’s common stock trades; reliance on third-party sources for the valuation of certain investments and digital asset prices;
the risk that the market price of the Company’s common stock may continue to trade at a discount to the value of the Company’s
assets or may decline; volatility in digital asset prices, including WLD and ETH, which could materially affect the value of the Company’s
treasury holdings; risks related to the Company’s share repurchase program, including the timing, pricing, and amount of any repurchases,
the Company’s ability to fund repurchases, the possibility that the Company may use the proceeds of its OpenAI sale or other capital
for purposes other than repurchases, the effect on the Company’s liquidity and capital resources of using its balance sheet to
fund repurchases, and the possibility that the program may be suspended, modified, or discontinued at any time and may not enhance shareholder
value; risks related to the Company’s concentrated positions in certain digital assets and private company investments; 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; regulatory changes, future legislation, and rulemaking negatively impacting digital assets,
artificial intelligence adoption, or biometric data collection; shifting public and governmental positions on digital assets or artificial
intelligence-related industries; risks related to the development, adoption, and market acceptance of Proof of Human technology and the
World network; uncertainty regarding OpenAI’s valuation, product roadmap, business model developments, and any future liquidity
events; risks related to Beast Industries’ ability to achieve its growth projections and uncertainty regarding the performance
of its creator-driven business model; and competition in the digital identity and AI infrastructure markets. 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, its Quarterly Reports on Form 10-Q
filed with the SEC on May 15, 2026 and thereafter, 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 the forward-looking statements contained herein to reflect actual results or any change in its expectations, except as required
by law.
SOURCE
Eightco Holdings (NASDAQ: ORBS)
MEDIA
CONTACT:
Marcy
Simon
Marcy@agentofchange.com
+1
917 833 3392
