Form 8-K

8-K — Eightco Holdings Inc.

Accession: 0001493152-26-043055

Filed: 2026-09-17

Period: 2026-09-17

CIK: 0001892492

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): September 17, 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.

September 17, 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 September 17, 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:

September 17, 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 Approximately $380 Million, Includes OpenAI, Beast Industries, More Than 16,000 ETH

and Nearly 302 Million WLD Tokens

Eightco

treasury composition as of September 16, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 16,278 ETH, nearly 302 million

WLD holdings, and $120M cash and equivalents, totaling approximately $380 million

Eightco

has recently repurchased over 26 million shares of common stock this quarter under its previously announced $125 million share repurchase

program

Eightco

previously participated in World Foundation’s $52.5M funding round, led by Pantera with participation from Bain Capital Crypto,

Selini Capital, Susquehanna Crypto, and additional investors

Eightco

provides indirect exposure to some of the most innovative private companies including OpenAI and Beast Industries

EASTON,

Pa., September 17, 2026 /PRNewswire/ Eightco Holdings Inc. (NASDAQ: ORBS) (“Eightco” or the “Company”) today

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

technology companies. During this quarter, Eightco has repurchased over 26 million shares of its common stock under its previously announced

$125 million share repurchase program.

of September 16, 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, 301,971,219 Worldcoin (WLD) at $0.37 per

WLD (per Coinbase), 16,278 Ethereum (ETH), and approximately $120 million in total cash and stablecoins, for total holdings of approximately

$380 million.

Top

Headlines Driving the News:

Eightco’s

management believes the Company’s treasury portfolio holds some of the most critical components for the future AI and digital financial

system. This week’s top headlines include:

● On

September 14, it was announced that OpenAI bought smartphone camera maker Glass Imaging,

a startup that uses AI to improve smartphone camera quality, in a deal valued at over $300

million (The Wall Street Journal).

● It

was announced on September 15 that OpenAI supports a bipartisan House plan for third-party

safety assessments that would require top AI companies to work with independent safety assessors.

It is the first time OpenAI has backed a specific federal mandate requiring third-party safety

assessors to review the work of the top companies developing advanced AI (Politico).

● On

September 16, World announced World One, a three-month residency in San Francisco for solo

builders to build in public and ship frontier products powered by World ID technology. The

first cohort will accept up to five builders, with office space and financial support provided

(World).

● Old

Navy recently partnered with MrBeast on a back-to-school campaign, which resulted in an over

22% jump in traffic to Old Navy kids’ assortment online in the days immediately following

its launch, according to data shared by Old Navy. To date, the MrBeast videos have generated

over 100 million global views and 1.4 billion impressions on YouTube while boosting Old Navy’s

viewership and engagement on other platforms, including TikTok, demonstrating the strength

and impact of partnership with the creator economy to help drive engagement for legacy retail

brands (RetailDive).

“To

me, the frontier labs inviting a form of self-regulation (SRO) is a critical and important step forward. The AI industry, by acknowledging

safety risks and the need to take proactive steps, is bridging the chasm with those community leaders and citizens opposed to unabated

AI progress. I believe this significantly improves the chances that existing opposition can ease. And at the same time, we think the

industry will face few trade-offs with growth, and arguably, could allow growth to move at a faster pace,” stated Thomas “Tom”

Lee, Board Member of ORBS.

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 (24% of ORBS’ treasury holdings), Worldcoin

(29%), and Beast Industries (5%).

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 24% 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). On July 31, 2026, OpenAI announced that

its models now reach more than one billion active users and more than two million businesses. Six months after signing up, people send

roughly 50 percent more messages each day and use ChatGPT for about twice as many kinds of work.

Digital

Identity — WLD Token

Eightco

holds nearly 302 million WLD, approximately 8.4% of circulating supply, the largest publicly disclosed institutional position globally

and approximately 29% 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 5% 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, 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:

@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,

and holds one of the largest publicly disclosed positions in Worldcoin (WLD).

Who

owns the most Worldcoin (WLD)?

Eightco

Holdings (NASDAQ: ORBS) holds nearly 302 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; management’s belief that the Company’s treasury portfolio holds some of the most critical components

for the future AI and digital financial system; statements that frontier labs inviting a form of self-regulation is a critical step forward

that improves the chances that existing opposition to AI progress can ease; statements that the industry will face few trade-offs with

growth, and arguably could allow growth to move at a faster pace; statements regarding World’s addressable revenue opportunity

across industries; statements that distribution and audience trust become increasingly scarce assets as AI commoditizes content production;

statements that the Company is building the infrastructure layer for human verification in the agentic AI era; statements that Proof

of Human is foundational infrastructure for social networks, banking, agentic commerce, and systems requiring verified human identity;

statements regarding the Company providing indirect exposure to defining trends through its investments in OpenAI, WLD, and Beast Industries;

and statements regarding continued share repurchases under the Company’s $125 million share repurchase program. Words such as “plans,”

“expects,” “will,” “anticipates,” “continue,” “expand,” “advance,”

“develop,” “believes,” “guidance,” “target,” “may,” “remain,”

“project,” “outlook,” “intend,” “estimate,” “could,” “should,”

“positioned,” “view,” 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 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, business model developments,

and any future liquidity events; risks related to Beast Industries’ ability to achieve its growth projections; competition in the

digital identity and AI infrastructure markets; reliance on third-party sources for the valuation of certain investments; uncertainty

regarding MrBeast’s continued success and the performance of Beast Industries’ creator-driven business model; risks related

to the Company’s concentrated positions in certain digital assets and private company investments; risks related to the Company’s

share repurchase program, including the timing, pricing, and amount of any repurchases; shifting public and governmental positions on

digital assets or artificial intelligence-related industries, including potential backlash against data centers; risks related to the

timing, features, and commercial reception of OpenAI’s model releases; risks related to OpenAI’s advertising business and

its ability to sustain revenue growth; risks that WLD supply dynamics may not result in anticipated market effects; uncertainty regarding

the pace and direction of AI industry self-regulation and its impact on the Company’s investments; and risks that partnerships

in the creator economy, including the Old Navy and MrBeast partnership, may not result in sustained engagement or brand value. 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, Quarterly Report

on Form 10-Q filed with the SEC on May 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 the forward-looking statements contained herein to reflect actual results or any change in its expectations.

SOURCE

Eightco Holdings (NASDAQ: ORBS)

MEDIA

CONTACT:

Marcy

Simon

Marcy@agentofchange.com

917 833 3392

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