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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 5, 2025

 

EIGHTCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   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 7, 2025, Eightco Holdings Inc. (the “Company”) published an investor presentation (the “Presentation”) that it plans to use for investor relations and other purposes. A copy of the Presentation is attached as Exhibit 99.1 and is incorporated herein by reference.

 

On October 5, 2025, the Company released a video (the “Video”) for its stockholders to provide an update regarding the Company’s business and operations. A copy of the script for the Video is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On October 7, 2025, the Company issued a press release (the “Press Release”) announcing the Presentation and the Video. A copy of the Press Release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

The information under this Item 7.01, including Exhibits 99.1, 99.2, and 99.3, 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   Investor Presentation (October 2025)
99.2   Script of Video (October 2025)
99.3   Press Release, dated October 7, 2025
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.

 

  Eightco Holdings Inc.
     
Dated: October 7, 2025 By: /s/ Brett Vroman
  Name: Brett Vroman
  Title: Chief Executive Officer

 

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

Eightco (NASDAQ: ORBS) Chairman’s Message Transcript – Dan Ives

 

Hello! Dan Ives here, Chairman of EightCo Orbs. So excited to be here as part of this Chairman’s Message — my first one since we did the transaction a little over 3 weeks ago.

 

To me, the AI revolution is the biggest tech theme that we’ve seen in the last 40–50 years. But ultimately, when I view World — our view of World — it’s going to be the single sign-on for the AI future.

 

And I believe when I talk about the trillions of dollars being spent on the AI revolution, it doesn’t get there without human-proof authentication. I think that’s a huge part of the future, and that’s why we’re such believers in World, in terms of our focus here at Eightco.

 

800 million Worldcoin tokens is our goal — that is a company goal, the Power of 8 — given our view of the value of that, which we’ve talked about, will be multiples and multiples, in our opinion. Not just from a monetization perspective in terms of the network effect, but relative to right now, I think investors and the overall market are underestimating just what an important piece World — which Sam and Alex really helped build — is going to be in this future.

 

We are well on our way to getting into that Power of 8. We’ve had a lot of success in the last few weeks since doing the transaction. And to me, this is not about weeks or months — this is going to be years.

 

In terms of my view, we are going to be a big part of the infrastructure play in the future of AI. I view this much more as an AI tech play than a crypto play, per se. What we feel like we’re doing here with the team is that we’re not just building awareness around World in terms of Orbs. Since we’ve done the transaction, over 2 million new humans have now verified or done their scans with the Orb, and I think that just speaks to the power of education out there. I continue to view it as probably the safest form of authentication when it comes to AI.

 

When you look at the trillions that are going to be spent — LLMs, data centers, infrastructure — right now the value being assigned for human-proof authentication is de minimis. That speaks to our view of why we’re doing this, because I believe World is going to play a major role in the build-out of this AI future.

 

The Power of 8 is our focus here — buying more and more World as a treasury. It’s our view that this is going to be the de facto authentication in the future. And as you have a robotic world, bots around the world — whether it’s social media, advertising, dating apps — I believe the future is really going to be around human-proof authentication. That’s why I think Orb is going to play such a massive role in this.

 

I’d say I’m more excited post-transaction, now a few weeks later, than even before. As the education and understanding of investors, or just the everyday public, grows, I think there’s a huge misunderstanding coming in here about just how big a role World is going to play in building what’s really going to be a layer of authentication. Now the word’s getting out there, and I’m excited here at EightCo with the team to be a part of this, because it’s going to be a journey.

 

I believe this is relative to the Fourth Industrial Revolution — it’s going to play a huge piece in that puzzle in terms of this build-out. So I want to just give a message to everyone: we’ll obviously have more updates. I’ll be going on my Orb World Tour — from San Fran, LA, across Asia, and London — really about education and building further awareness for this. Hopefully I’ll see many of you there.

 

I’m just so excited to be a part of this. And after 25 years covering tech, I think it’s one of the things I’ve been most excited about — being part of this company that’s going to play a major role in building awareness for World. We believe we’re going to 100 million next year, then a billion, and ultimately 8 billion. These are still early days in the AI revolution and what World’s going to play.

 

So, I just wanted to say that. Thank you.

 

 

 

EX-99.3 4 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

Eightco Holdings Inc. ($ORBS) Digital Asset Treasury Launches “Chairman’s Message” Video Series

 

Reinforces “Power of Eight” Initiative, targeting 800M Worldcoin (WLD) tokens and verify 8B humans

 

Currently over 17 million verified World humans, with goal of verifying 100 million in the next twelve months

 

World is the single sign-on and Proof-of-Human verification for the AI era

 

The Company is supported by a select group of strategic and institutional investors including: BitMine (BMNR), MOZAYYX, World Foundation, Wedbush, Coinfund, Discovery Capital Management, FalconX, Kraken, Pantera, GSR, Brevan Howard and more

 

EASTON, PA., October 7, 2025 /PRNewswire/ — Eightco Holdings Inc. (NASDAQ: ORBS) today announced the launch of its “Chairman’s Message” video series and corporate presentation. This Chairman’s message is expected to be produced monthly. The company closed on its $270 million PIPE (private investment into a public equity) financing on September 9th. It was recently announced that the World network has surpassed 17 million verified humans.

 

“We’ve seen tremendous interest and enthusiasm around Worldcoin and our treasury since launching ORBS,” said Dan Ives, Chairman of Eightco Holdings Inc. ($ORBS). “The ‘Chairman’s Message’ shares my perspective on why WLD is leading the charge into our AI-driven future. We see substantial value creation ahead, with a target of acquiring 800 million WLD tokens and a projected value of $10 per token, representing an $8 billion potential valuation for ORBS.”

 

As part of his mission to raise global awareness for $ORBS and Worldcoin, Chairman Ives will embark on the ORBS World Tour, visiting several of the cities where World stores are located, including:

 

October 7: San Francisco
     
October 18-21: Bangkok
     
October 22-23: Kuala Lumpur
     
October 24-25: Singapore
     
October 27-28: Seoul
     
October 29-30: Tokyo
     
December 8-10: London

 

“As AI-generated content continues to surge, the need for Proof of Human will only grow. We believe World ID will emerge as the universal single sign-on of the future, integrating across governments, enterprises, fintech, dating, gaming, and beyond,” added Ives.

 

 

 

Both the “Chairman’s Message” and corporate presentation are available on the website: www.8co.holdings/chairmans-message

 

ABOUT EIGHTCO HOLDINGS INC.

 

Eightco Holdings Inc. (NASDAQ: ORBS) is delivering a first-of-its-kind Worldcoin (WLD) treasury strategy. With this digital asset treasury (DAT), Eightco is advancing the AI revolution, implementing a technology infrastructure layer that is integral to the future of authentication, verification and Proof of Human (PoH). World is the single sign-on and Proof-of-Human verification for the AI era. In an increasingly agentic world, Eightco aims to achieve a universal foundation for digital identity.

 

For additional details, follow on X:

 

https://x.com/iamhuman_orbs

https://x.com/divestech

 

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. 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: Eightco’s ability to maintain compliance with the Nasdaq’s continued listing requirements; unexpected costs, charges or expenses that reduce Eightco’s capital resources; Eightco’s inability to raise adequate capital to fund its business; Eightco’s inability to innovate and attract users for Eightco’s products; future legislation and rulemaking negatively impacting digital assets; and shifting public and governmental positions on digital asset mining activity. 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 forward-looking statements, see Eightco’s filings with the Securities and Exchange Commission (the “SEC”), including in its Annual Report on Form 10-K filed with the SEC on April 15, 2025. 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

+19178333392