Form 8-K

8-K — Eightco Holdings Inc.

Accession: 0001493152-26-039380

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0001892492

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

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): August 20, 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.

August 20, 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 August 20, 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:

August 20, 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 $389 Million, Includes OpenAI, Beast Industries, More Than 16,000 ETH

and Nearly 302 Million WLD Tokens

Eightco

repurchased 14 million shares of common stock in the past two weeks under its previously announced $125 million share repurchase program

Eightco

treasury composition as of August 19, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 16,278 ETH, nearly 302 million

WLD holdings, and $132M cash and equivalents, totaling approximately $389 million

Eightco

recently 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., August 20, 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. Eightco also announced that it has repurchased approximately 14 million shares of its common stock under its previously

announced $125 million share repurchase program.

of August 19, 2026, at 6:00 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 $132 million in total cash and stablecoins, for total holdings of approximately

$389 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:

● OpenAI

completed a secondary share sale totaling roughly $7 billion ahead of its anticipated IPO,

allowing current and former employees to sell stock at the company’s $852 billion valuation

(CNBC).

● On

August 4, Cloudflare announced Cloudflare Wallets, the programmable wallet for the agentic

internet, giving AI agents a wallet and the ability to transact (Cloudflare).

● On

August 10, OpenAI announced that it is expanding its Daybreak Cyber Partner Program to make

its most capable cybersecurity models available through trusted cybersecurity companies and

service providers. Through Daybreak, partners such as Accenture, IBM, CrowdStrike, Palo Alto

Networks, Cisco, Cloudflare, and others can incorporate OpenAI’s models into their

existing security products and services (OpenAI).

● On

August 18, OpenAI introduced ChatGPT for Teens, designed to help teens learn, think critically,

deepen understanding, and use AI with confidence. It is intended to provide stronger built-in

safety protections for teens, including features to promote healthy use and additional controls

for parents (OpenAI).

“We

continue to believe ORBS’ common shares are undervalued to not only intrinsic value, but also the synergistic value of assets held,”

said Kevin O’Donnell, Chairman and CEO of Eightco (ORBS). “Our decision to repurchase 14 million shares in the past two weeks

reflects the confidence we have in Eightco’s strategy, assets and future. We believe these share repurchases are an efficient and

effective use of capital and increase shareholder value.”

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 (23% 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 23% 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; management’s belief that ORBS’ common shares are undervalued relative to

intrinsic and synergistic value; management’s belief that the Company’s share repurchases are an efficient and effective

use of capital that increase shareholder value; statements regarding World’s addressable revenue opportunity of $6.35 trillion

across industries spanning banking, e-commerce, gaming, social media, and agentic AI; 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; and statements regarding the Company providing indirect exposure to

defining trends through its investments in OpenAI, WLD, and Beast Industries. 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; risks related to the timing, features, and commercial reception of OpenAI’s model releases; and risks that WLD supply

dynamics may not result in anticipated market effects. 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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