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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): November 18, 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 November 18, 2025, Eightco Holdings Inc. (the “Company”) published its Chairman’s Message investor presentation for November 2025 (the “Presentation”) which 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 November 18, 2025, the Company also released a video of the Chairman’s Message (the “Video Message”) for its stockholders to provide an update regarding the Company’s business and operations. A copy of the transcript of the Video Message is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On November 18, 2025, the Company issued a press release (the “Press Release”) announcing the release of the Presentation and the Video Message. 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   Chairman’s Message Investor Presentation (November 2025)
99.2   Transcript of Video Message (November 2025)
99.3   Press Release, dated November 18, 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.

 

Dated: November 18, 2025

 

  EIGHTCO HOLDINGS INC.
   
  /s/ Brett Vroman
  Brett Vroman
  Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

Transcript of Chairman’s Message Video (Daniel Ives; November 2025)

 

Dan Ives here, Chairman of Eightco (ORBS). Super excited to be bringing our monthly Chairman’s Message here. Look, it has been an exciting journey, you know, for me personally, as well as the team at ORBS. Look, our strategy as we’ve discussed, it’s really a multi-pronged strategy. And if you go through the deck, you know, we talk about it in detail.

 

One part is the treasury strategy. We now own more than 10% of the World circulating supply, and, and that’s something we’re going to aggressively be focused on in terms of buying more World. We also actually own a lot Ethereum as well as our cash supply, but that’s only one part of what we’re doing.

 

At ORBS, you know, a big part of what we’re focused on is driving the enterprise strategy along with our partners of Tools for Humanity. I mean, we believe as more companies go into an AI future human proof authentication, it’s a matter of when, not if.

 

We’ve started in terms of some big partnerships we’ve already announced. With Kraken. With Coinbase. But that’s just the start. We’re really focused on the pilot program, but even more expansive partnerships that we expect to hopefully announce over the coming months and as this all builds out. Because the strategy on the enterprise is just starting.

 

Companies are spending trillions of dollars when it comes to buildouts of data centers. Buildouts of GPU authentication is going to be a huge layer of that human proof. We believe current authentication is just not going to satisfy the way that enterprises are going, and we plan to be the single-sign-on in an AI future—partnerships are going to be a huge part about that. And I think what we’re starting to see is in verticals like gaming. You know, we made our investment in terms of Mythical gaming is a huge area we’re focused on.

 

Advertising is another area that we’re very laser focused on. The consumer network effect that’s in building. I mean, you have seventeen and a half million that are already on World today. We expect that to be a hundred million in the next twelve months. This is all part of a multi-pronged strategy that we’re looking to accomplish here.

 

You know, as much as me. You know, I have discussed it. I think the big focus now for us is really the coming months, the coming, you know, call it year in terms of not just expanding the message. I just got back from my world tour, you know, that we did throughout the United States, throughout Asia. We’ll be in London in a few weeks. But, but it’s really about the enterprise. I mean, the enterprise is something that we’re driving in Japan. We saw, you know, the second biggest advertiser that’s focused on authentication through ORBS. That’s just the start of where we think this future’s going.

 

When you look at the total addressable market opportunity, you know, our goal is to really attack that. It’s attacking that through our partnership with Tools. Through more and more partnerships on the enterprise through what we’re doing with Kraken, Coinbase and others. And I think this is really just the start of our multi-pronged strategy. Many DATs and obviously that, you know, that’s something that we do on a treasury strategy, given our confidence in World and our confidence in what’s going to happen there.

 

But we’re not watching the game from the stands. We’re going to be a major participant. And the verticals. We think it’s going to expand. We think government is going to be a big vertical that we’re going to be attacking. And I think that’s something where at ORBS, this is a multi-year, decade strategy that I am so excited about.

 

You know, I’m so psyched to be a part of this, given it’s my view this is really going to be pushing a layer of authentication. Human proof is going to play a major role in the buildout of the AI revolution and what we’re doing at ORBS. I think we’re playing a big role. Stay tuned.

 

We expect also every month at the end of the month, we’ll release what we own in our treasury. If anyone ever wants, again, contact with me or members of the team, you could find our emails on the website. As well as, you know, any contact through social media or, you know, just to understand better what we’re doing. We’ll be seeing you at conferences. We’ll be seeing you at Davos. We’ll be seeing you at CES in Vegas. And this is just a start.

 

Thanks for listening.

 

 

 

 

Exhibit 99.3

 

Eightco (NASDAQ: ORBS) Releases Monthly Chairman’s Message

 

Eightco holds over 10% of the current WLD supply in circulation

 

Introducing Infinity by ORBS, which brings authentication to the enterprise and commercial; with inaugural partners including Coinbase, Kraken and more

 

Infinity by ORBS addresses proof-of-human authentication at scale to wide range of industries including, Finance, Advertising, Gaming, Government

 

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 – NOVEMBER 18, 2025, Eightco Holdings Inc. (NASDAQ: ORBS) today announced the release of its monthly Chairman’s Message, which includes the company’s total current holdings and company strategy and roadmap. The Chairman’s message reinforces Eightco’s continued commitment to expanding its enterprise and commercial integrations through Infinity by ORBS, which has already secured key partnerships and pilot programs with Coinbase, Kraken and more to be announced.

 

As of November 17th, Eightco’s total holdings include 272,253,898 WLD, 11,068 ETH, and unencumbered cash and stablecoins of $58.2 million. Eightco holds over 10% of the current WLD supply in circulation.

 

“Enterprises are increasingly seeking dependable human-verification solutions that support security, compliance, and seamless integration into their existing workflows,” said Dan Ives, Chairman of Eightco (ORBS). “In close collaboration with Tools for Humanity, we’re accelerating new partnership agreements to strengthen our enterprise strategy. We believe Infinity by ORBS will extend well beyond crypto and DeFi, becoming the essential verification layer for industries including advertising, gaming, healthcare, TradFi, government, and any sector where trustworthy human authentication is necessary.”

 

“We remain laser-focused on bringing more enterprises and commercial platforms onto Infinity by ORBS to help ensure verified humans in an AI world,” said Kevin O’Donnell, CEO of Eightco (ORBS). “Partnering with innovators like Coinbase and Kraken marks the beginning of Eightco’s wider enterprise expansion and offerings.”

 

Through strategic investments and partnerships, in addition to its Worldcoin treasury, Eightco is driving the development of a universal framework for digital identity and authentication. Infinity by ORBS is leading the advancement of AI-resistant enterprise authentication and will continue to develop new approaches to meet the evolving identity and verification challenges that come with scaled AI adoption.

 

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 building the authentication and trust layer for the post-AGI world. Its mission centers on strategic pillars including consumer authentication, enterprise authentication, and gaming authentication. Through its pioneering digital asset strategies, including the first-of-its-kind Worldcoin treasury, and partnerships with leading technology innovators, Eightco is establishing a universal foundation for digital identity and Proof of Human (PoH) verification.

 

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

[email protected]

+19178333392