Form 8-K

8-K — Eightco Holdings Inc.

Accession: 0001493152-26-018212

Filed: 2026-04-21

Period: 2026-04-21

CIK: 0001892492

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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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 21, 2026

EIGHTCO

HOLDINGS INC.

(Exact

name of registrant as specified in its charter)

Texas

001-41033

87-2755739

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

101

Larry Holmes Drive

Suite

313

Easton,

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 ☒

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.

April 21, 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 21, 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 21, 2026

EIGHTCO

HOLDINGS INC.

/s/

Kevin O’Donnell

Kevin

O’Donnell

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Eightco

Holdings (NASDAQ: ORBS) Reports Total Holdings of $336 Million, Includes $90 Million OpenAI, $25 Million MrBeast, More Than 11,000 ETH

Coins and Over 283 Million WLD Tokens

Eightco

treasury composition as of April 20, 2026: $90M OpenAI equity, $25M Beast Industries equity, 11,068 ETH, 283 million WLD holdings, and

$118M cash and equivalents

World

solves the ‘double human’ problem in a world proliferating with deep fakes and agentic agents

World

and Tools For Humanity (TFH) unveil new features at World Lift Off Event, expanding ‘Proof of Human’ to include Face Auth,

Deep Face and Credentials and Concert Kit

World

announces new implementations of these features with Zoom, Docusign, Tinder, Browserbase, Exa, Okta, and Vercel

World

also introduces AgentKit, a developer toolkit designed to provide cryptographic proof that an AI agent is operated by a verified, unique

human.

Eightco

offers public market access to the most innovative private companies including OpenAI and Beast Industries

EASTON,

Pa. April 21, 2026 /PRNewswire/ — Eightco Holdings Inc. (NASDAQ: ORBS) (“Eightco” or “the Company”)

today provided an update on its total holdings, highlighting its expanding position across digital assets and strategic investments in

leading private technology companies.

of April 20, 2026, at 5:00 p.m. ET, ORBS’ holdings include a $90 million investment in OpenAI, a $25 million investment in Beast

Industries, 283,452,700 Worldcoin (WLD) at $0.27 per WLD (per Coinbase), 11,068 Ethereum (ETH coins), and $118 million in total cash

and stablecoins, for total holdings of approximately $336 million.

The

World Lift Off event took place on April 17th and many products and new features were unveiled. Among the key new announcements:

● World

ID protocol updates

● New

partners: Zoom, Docusign, Tinder, Browserbase, Exa, Okta, and Vercel

● New

features in addition to Proof of Human, Face Auth, Deep Face and Credentials and Concert

Kit

● These

bringing proof of human to more platforms where people connect, work, and play

● Expanded

use cases: From deepfake protection to bot-resistant governance

The

use case and need for World and Proof of Human is rising rapidly in 2026. “More than 50% of all things on the internet are now

generated by AI,” said Sam Altman, OpenAI Chief Executive Officer and Tools for Humanity co-founder, during the World Lift Off

keynote on April 17, 2026.

“Preventing

‘double human,’ is arguably the most central issue faced by the digital economy today,” said Thomas “Tom”

Lee, Chairman of Bitmine, Head of Research at Fundstrat, and Board Member of Eightco. “By being able to verify the authenticity

of our interactions, the world can positively leverage increasingly powerful technologies while maintaining trust.”

“We

can also avoid the most damaging risks from the rising capabilities of agent systems,” continued Lee. “After all, one of

the primary use cases of digital assets and blockchains was to prevent the problem of ‘double spend’ and now Proof of Human

prevents ‘double human.’”

Notably,

World and TFH also unveiled AgentKit. This developer toolkit is designed to provide cryptographic proof that an AI agent is operated

by a verified, unique human. In other words, as the agent economy grows, AgentKit provides a trust layer, by ensuring this agent has

been designated by a verified and unique person.

Eightco

is built around three mega-trends the company expects to shape the next decade of innovation, including: artificial intelligence, digital

identity, and the creator economy, with direct positions in each through OpenAI (27% of ORBS balance sheet), Worldcoin (23%), and Beast

Industries (7%).

Digital

Identity — WLD Token

Eightco

holds over 283 million WLD, approximately 9% of circulating supply, the largest publicly disclosed institutional position, and representing

approximately 23% of the Eightco treasury.

Bots

and automated traffic now account for roughly 58% of global web requests, officially tipping into the majority and climbing fast in 2026

as agents proliferate. With bots outnumbering humans online, proof-of-human is quickly becoming essential infrastructure.

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 device issues a privacy-preserving World ID that verifies a user is a unique human, not

an AI agent.

Artificial

Intelligence — OpenAI

Eightco

holds $90 million of OpenAI equity, representing approximately 27% of the treasury assets, one of the highest disclosed OpenAI concentrations

of any listed vehicle.

ChatGPT,

OpenAI’s consumer app, has officially claimed the #1 spot in consumer AI, overtaking TikTok, Instagram, and Facebook in monthly

worldwide downloads in early 2026 (Sensor Tower), making it the fastest-scaling consumer app of the year.

Creator

Economy — Beast Industries

Eightco

holds $18 million of Beast Industries equity with an additional $7 million future commitment, or $25 million total, approximately 7%

of the treasury assets.

Beast

Industries became the first creator-led company to cross a $5.2 billion private valuation, with a 500M+ combined follower base across

platforms. As AI commoditizes content creation, distribution and audience trust become scarce assets, Beast Industries commands one of

the largest direct-to-consumer reach footprints in the world.

About

Eightco Holdings Inc.

Eightco

Holdings Inc. (NASDAQ: ORBS) is a publicly traded holding company executing a first-of-its-kind Worldcoin (WLD) treasury strategy, offering

investors single-ticker exposure to three of the defining trends of this cycle: artificial intelligence through its pre-IPO equity stake

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

(NYSE: BMNR), ARK Invest, and Payward/Kraken, Eightco is building the infrastructure layer for human verification in the agentic AI era.

For

more information:

@iamhuman_orbs

Website:

8co.holdings

Frequently

Asked Questions

What

is ORBS stock?

Eightco Holdings Inc. (NASDAQ: ORBS) is a publicly traded holding company on Nasdaq. ORBS provides single-ticker exposure to three private-market

positions: Worldcoin (WLD), the token of World (a project of Tools for Humanity); OpenAI; and Beast Industries.

Who

owns the most Worldcoin (WLD)?

Eightco Holdings (NASDAQ: ORBS) holds over 283 million WLD, approximately 9% of circulating supply and the largest publicly disclosed

institutional position.

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, 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, with over 283 million WLD (~9% of circulating supply).

Who

are investors in Eightco Holdings (ORBS)?

Eightco’s

investors include Bitmine Immersion Technologies (NYSE: BMNR), MOZAYYX, World Foundation, Wedbush, CoinFund, Discovery Capital Management,

FalconX, Payward/Kraken, Pantera, and GSR.

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: expectations regarding the World Lift Off event; the Company’s expectations that artificial intelligence, digital identity,

and the creator economy will shape the next decade of innovation; beliefs that Proof-of-Human verification is becoming essential infrastructure

for social networks, banking, and financial systems in the agentic AI era; the Company’s treasury strategy and anticipated benefits

of its positions in WLD, OpenAI, and Beast Industries; and statements regarding the Company’s future capital commitments and investment

plans. 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, including its positions in WLD, OpenAI equity, and Beast Industries

equity; 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; 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 or artificial intelligence adoption; risks related to the development, adoption, and market acceptance

of Proof-of-Human technology and the World network; uncertainty regarding the success of the World Lift Off event and its impact on WLD

value or 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, 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 Inc.

MEDIA

CONTACT:

Marcy

Simon

Marcy@agentofchange.com

+19178333392

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