ORBS 8-K
Eightco Holdings Inc. (ORBS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
Eightco Holdings Inc. (the “Company”) entered into several Amendment to Lock-Up Agreements (the “Extension Agreement”) with stockholders of the Company, as of January 2, 2026, which amends the Lock-Up Agreements dated September 8, 2025, to effect a multi-month extension to the release timing for beneficially owned shares of the Company’s common stock, par value $0.001 per share, while leaving all other terms in effect. A form of the Extension Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 5, 2026, the Company issued a press release (the “Press Release”) providing an update on the Company’s business and operations. A copy of the Press Release is attached hereto 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 | |
| 10.1* | Form of Amendment to Lock-Up Agreement | |
| 99.1 | Press Release, dated January 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish an unredacted copy of this exhibit and supplemental materials to the Securities and Exchange Commission upon request. |
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: January 5, 2026
| EIGHTCO HOLDINGS INC. | |
| /s/ Brett Vroman | |
| Brett Vroman | |
| Chief Financial Officer |
Exhibit 10.1*
FORM OF AMENDMENT TO LOCK-UP AGREEMENT
This Amendment to Lock-Up Agreement (this “Amendment”) is entered into as of ________________ (the “Effective Date”), by and between Eightco Holdings Inc. (the “Company”) and the undersigned signatory to that certain Lock-Up Agreement dated September 8, 2025 (the “Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement. This Amendment is made pursuant to, and in accordance with, the Agreement, and the parties hereto agree as follows:
1. Amendment to Second Paragraph. The second paragraph of the Agreement is hereby amended and restated in its entirety as follows:
“The undersigned hereby irrevocably agrees that, during the Lock-Up Period, the undersigned will not, directly or indirectly, engage in any of the activities restricted in the Agreement with respect to any Beneficially Owned Shares or securities convertible into, exercisable, or exchangeable for Common Stock. Notwithstanding anything to the contrary in the Agreement, the Beneficially Owned Shares shall be released from the restrictions of the Agreement at 9:30 a.m., Eastern Time, on [***], 2026 (the “Release Time”), and all references in the Agreement to the “Release Time” shall be deemed to refer to such time and date.”
2. No Other Amendments. Except as expressly amended hereby, the Agreement remains unchanged and in full force and effect and is hereby ratified and confirmed in all respects. This Amendment shall not be construed as a waiver or modification of any provision of the Agreement except as expressly set forth herein.
3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles.
4. Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed effective for all purposes as originals.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.
| EIGHTCO HOLDINGS INC. | HOLDER: | |||
| By: | By: | |||
| Name: | Kevin O’Donnell | Name: | ||
| Title: | Chief Executive Officer | Title: | ||
* Information omitted pursuant to Item 601(b)(10) of Regulation S-K is notated with “[***]” herein.
Exhibit 99.1
Eightco ($ORBS) Announces Multi-Month Lock-Up Extension of Board, Management and 100% of PIPE Investors, Signaling Strong Conviction in Long-Term Strategy
Eightco holds over 10% of the current WLD supply in circulation
The company recently announced a share buyback program for up to $125 million
Chairman Dan Ives and CEO Kevin O’Donnell to attend CES in Las Vegas to showcase Infinity by ORBS; invites everyone to connect and engage
The Company is supported by a group of strategic and institutional investors including: Bitmine Immersion Technologies (BMNR), MOZAYYX, World Foundation, Wedbush, Coinfund, Discovery Capital Management, FalconX, Kraken, Pantera, GSR, Brevan Howard and more
EASTON, PA – January 5, 2026, Eightco Holdings Inc. (NASDAQ: ORBS) today announced the multi-month lock-up extension of its PIPE investors, together with management and Board shares, demonstrating strong confidence in the company’s long-term growth strategy and execution roadmap. This comes on the heels of the company’s recent announcement that its Board of Directors approved a share buyback program for up to $125 million.
“When the Board, management team, and PIPE investors are all locked in, it tells us leadership is fully aligned behind the company’s vision and confident in the roadmap ahead,” said Dan Ives, Chairman of Eightco ($ORBS). “As we begin 2026, this kind of alignment sends an important signal to the market that insiders are focused on building durable value over time.”
“Following the recently announced $125 million buyback, this lock-up sends a clear signal of confidence in Eightco’s vision, growth strategy and roadmap and emphasizes that our leadership team is all-in on execution and long-term shareholder value,” said Kevin O’Donnell, CEO of Eightco ($ORBS). “With upcoming announcements in the pipeline, we’re excited to share additional updates in the coming weeks.”
Through strategic investments and partnerships, including with Mythical Games, Coinbase and Kraken, 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.
Eightco intends to launch an institutional investor-focused non-deal roadshow in January to actively engage with the investment community and showcase the company’s differentiated technology platform.
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 verification. Dan Ives serves as Chairman of Eightco, where he leads the company’s mission to build the global authentication and trust layer in an AI world.
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)
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Marcy Simon
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