Form 8-K

8-K — Eightco Holdings Inc.

Accession: 0001493152-26-024742

Filed: 2026-05-21

Period: 2026-05-21

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): May 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.

May 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 May 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:

May 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 Approximately $337 Million, Includes OpenAI, Beast Industries, More Than 11,000 ETH

and Over 283 Million WLD Tokens

Eightco

treasury composition as of May 20, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 11,068 ETH, 283 million WLD holdings,

and $133M cash and equivalents, totaling approximately $337 million

World

offers a solution to the ‘double human’ problem in a world proliferating with deepfakes

New

independent data shows OpenAI’s coming social network will land in a category already 15–43% non-human, reinforcing demand

for Worldcoin’s Proof of Human network

New

data shows that bot, AI-generated, and inauthentic activity now ranges from 15% to 75% of activity across eight core internet domains,

including 75% of Polymarket trading volume, 53% of web traffic, and 47% of email, confirming that the internet has a human problem

Eightco

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

EASTON,

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

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

technology companies.

of May 20, 2026, at 5:00 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, 283,452,700 Worldcoin (WLD) at $0.25 per WLD

(per Coinbase), 11,068 Ethereum (ETH), and approximately $133 million in total cash and stablecoins, for total holdings of approximately

$337 million.

Key

takeaways from ORBS treasury assets in the past week

ORBS

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

system. Among the holdings, key highlights in the past week are:

● On

May 11, OpenAI launched the Deployment Company, a multi-billion joint venture with 19 partner

firms and is designed to place AI deployment engineers directly inside client organizations,

partnering with those companies’ own teams to pinpoint the highest-value opportunities

for artificial intelligence (OpenAI; Bloomberg).

● On

May 15, OpenAI launched ChatGPT Personal Finance for Pro users in the U.S., which OpenAI

describes as allowing users to securely link bank, brokerage, and credit accounts across

12,000+ institutions, and further strengthening OpenAI’s relationship with its users

(OpenAI).

● On

May 12, Beast Industries, led by Jimmy Donaldson (aka MrBeast), made its first ever public

presentation to advertisers. Beast unveiled a two-sided creator marketplace and introduced

Vyro, its own creator distribution engine. Management guided full-year 2026 revenue to $1.6

billion, up from $899 million in 2025 (Digiday; TIME 100 Most Influential Companies

2026). “We are no longer just a YouTube channel. We’re building a next-generation

media platform in the age of AI — using tech, data and global IP to bring brands and

fans together at unprecedented scale,” CEO of Beast Industries, Jeff Housenbold, said

during the presentation.

● On

May 19, a California jury rejected Elon Musk’s claims against OpenAI (WSJ),

removing a hurdle for OpenAI. The jury found Musk waited too long to file the lawsuit and

the statute of limitations applied.

● On

May 20, several media sources reported that OpenAI is allegedly preparing to file an IPO

in coming weeks (WSJ). The OpenAI IPO would be viewed as one of the most anticipated

IPOs in 2026.

● The

White House’s anticipated Executive Order (EO) on AI safety is expected to be announced

on May 21. Media sources report the EO directs federal agencies including the Treasury department,

the Office of the National Cyber Director, the National Security Agency and the Department

of Homeland Security and the Cybersecurity and Infrastructure Security Agency to establish

a voluntary clearinghouse with AI companies and infrastructure operators. Many key technology

CEOs are expected in attendance including Sam Altman, CEO of OpenAI (Washington Post).

“OpenAI

Deployment Co creates Palantir-like (NASDAQ: PLTR) forward deployment capabilities and a massive enterprise differentiator compared to

its rivals,” Thomas “Tom” Lee, Board Member of Eightco.

“Media

buzz around the Beast event reflected the fact that MrBeast is one of a few multi-billion companies that can guide to +75% revenue growth

in 2026,” stated Lee.

● Data

compiled by Fundstrat shows that “non-humans” now account for the following estimated

shares of volume on various platforms:

- 75% of Polymarket trading volume

- 53% of web traffic

- 47% of emails sent

- 44% of US equity buy-side execution

- 35% of new website creation

- 30% of online product reviews

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 (27% of ORBS’ treasury holdings), Worldcoin

(21%), 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 27% 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) and crossed 900 million weekly active users in

February 2026, making it the fastest-scaling consumer technology in history (UBS via Reuters).

Digital

Identity — WLD Token

Eightco

holds over 283 million WLD, approximately 8.31% of circulating supply, the largest publicly disclosed institutional position globally

and approximately 21% 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, CoinFund, 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.

Who

owns the most Worldcoin (WLD)?

Eightco

Holdings (NASDAQ: ORBS) holds 283 million WLD, approximately 8.31% 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; expectations regarding the development and adoption of agentic artificial intelligence; expectations that OpenAI’s

Deployment Company creates enterprise differentiation capabilities compared to rivals; media reports regarding OpenAI allegedly preparing

to file an IPO and expectations that an OpenAI IPO would be one of the most anticipated IPOs of 2026; Beast Industries’ management

guidance of full-year 2026 revenue of $1.6 billion; expectations regarding Beast Industries’ capabilities as a next-generation

media platform and statements that MrBeast is one of a few multi-billion companies that can guide to revenue growth of more than 75%

in 2026; expectations regarding the adoption of the World ID protocol across enterprise and consumer applications; beliefs that Proof-of-Human

verification is becoming essential infrastructure for social networks, banking, agentic commerce, and financial systems in the agentic

AI era; statements regarding non-human and bot activity percentages across internet platforms, including Polymarket, web traffic, email,

equity execution, website creation, and online product reviews; statements regarding World’s addressable revenue opportunity across

industries spanning banking, e-commerce, gaming, social media, and agentic AI; the Company’s treasury strategy and anticipated

benefits of its indirect positions in OpenAI (through special purpose vehicles) and its positions in WLD and Beast Industries; the Company’s

belief that its treasury portfolio holds critical components for the future AI and digital financial system; statements regarding the

importance of distribution and audience trust as AI commoditizes content production; and statements regarding the anticipated White House

Executive Order on AI safety. 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,

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 and the timing or success of any IPO; risks

related to Beast Industries’ ability to achieve its revenue guidance or growth projections; risks that third-party data regarding

non-human internet activity may be inaccurate or subject to change; uncertainty regarding the scope, timing, or implementation of anticipated

government regulation of AI, including the anticipated White House Executive Order on AI safety; 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 (NASDAQ: ORBS)

MEDIA

CONTACT:

Marcy

Simon

Marcy@agentofchange.com

917 833 3392

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dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration