Eightco Holdings Inc.

Eightco Holdings Inc. (NASDAQ: ORBS) is building the authentication and trust layer for the post-AGI world. Through a first-of-its-kind Worldcoin digital asset treasury strategy and a portfolio of strategic investments in frontier technology companies, the Company is establishing a universal foundation for digital identity and Proof of Human (PoH) verification. The Company’s mission is organized around three core pillars: consumer authentication, enterprise authentication, and gaming authentication.

The Company also operates Forever 8, an e-commerce inventory solutions business acquired in October 2022, which represents its sole revenue-generating operating segment.

Our corporate headquarters are located in Easton, Pennsylvania, and our common stock is listed on the Nasdaq Capital Market under the symbol “ORBS.”

Forever 8

Forever 8 provides funding solutions and inventory management services for e-commerce businesses, enabling sellers to maintain optimal stock levels without tying up their own capital. Forever 8 is the Company’s sole operating segment and primary source of revenue. For the fiscal years ended December 31, 2025 and 2024, Forever 8 generated revenues of $32,981,126 and $39,621,272, respectively. Forever 8’s revenue base is highly concentrated, with one customer representing approximately 89% and 75% of total revenues for the fiscal years ended December 31, 2025 and 2024, respectively.

Adoption of Digital Asset Treasury (“DAT”) Strategy

Strategy Overview

On September 8, 2025, our Board of Directors approved the adoption of a Digital Asset Treasury (DAT) Strategy, under which Eightco deploys capital into digital assets and frontier technology investments as a core element of its long-term capital allocation strategy. The Company is the largest public market participant in the Worldcoin ecosystem, holding approximately 10% of WLD’s circulating supply as of December 31, 2025.

Rationale for Strategy

Key factors underlying the DAT Strategy include:

Capital Raising Activities

During the year ended December 31, 2025, we completed substantial financing transactions to support the DAT Strategy:

A significant portion of the PIPE and ATM proceeds were deployed to acquire digital assets. These capital raises materially strengthened our liquidity and expanded our balance sheet.

Digital Asset Acquisitions

During the year ended December 31, 2025, we acquired digital assets with an aggregate fair value of approximately $176 million as of December 31, 2025. Our holdings consist primarily of:

Digital assets are custodied with institutional-grade providers, including Kraken, Coinbase, and FalconX.

Custody, Concentrations and Transfer Restrictions

As of December 31, 2025, substantially all digital assets were held with a small number of U.S.-based institutional custodians under cold-storage arrangements. From time to time, a significant portion of our digital assets may be concentrated with a single custodian. Certain assets (including staking-ineligible or restricted tokens, if any) may be subject to withdrawal, settlement, or transfer restrictions pursuant to platform or network constraints. We continually evaluate custodian concentration and portability risk as part of our liquidity planning.

Accounting for Digital Assets

Effective January 1, 2025, we adopted ASU 2023-08, which requires eligible digital assets to be measured at fair value, with changes recognized in net income each reporting period.

Key effects include:

This measurement model increases transparency but introduces meaningful volatility tied to the valuation of Worldcoin and other digital assets.

Volatility and Earnings Sensitivity

Because we measure eligible crypto assets at fair value under ASU 2023-08, period-to-period changes in the market price of Worldcoin (WLD) and other digital assets will directly affect reported earnings and cash provided by (used in) operating activities to the extent realized on conversion. This may result in material earnings volatility unrelated to our Forever 8 operating performance.

Corrugated Packaging Business

On March 29, 2022, Vinco Ventures, Inc., the former parent, transferred ownership of Ferguson Containers to the Company in a transaction between entities under common control. As a result, the consolidated financial statements reflect Ferguson Containers and other contributed entities as if they had been owned by the Company for all periods presented. Assets and liabilities were recorded at historical carrying values, and equity reflects the equity of Eightco.

The Corrugated Packaging Business, through Ferguson Containers, manufactured and sold custom packaging for a wide variety of products. In our experience, packaging has the capability to “tell” the products story, generating increased product awareness, promote brand image, and drive unit growth. Senior management has more than 100 years of combined experience marketing, producing and delivering packaging materials. A hallmark of our operation is our quick production cycle. We can often begin a production run within minutes of receipt of an order. Many of our products are manufactured from 100% post-consumer recycled material. When production is complete, we typically ship the product using our own trucks rather than relying on a common carrier. Ferguson Containers does not have long-term agreements with its customers, and instead manufactures and sells its packaging products subject to purchase orders from its customers.

On November 22, 2024, we entered into an Asset Purchase Agreement (the “APA”) among Ferguson Containers, Ferguson Containers, LLC (the “Buyer”) and Edward Reichard and Derick Reichard (the “Buyer’s Owners” and together with the Buyer, the “Buying Parties”). Pursuant to the APA, we agreed to sell certain assets (the “Purchased Assets”) constituting the business of Ferguson Containers to the Buyer. The purchase price for the Purchased Assets will be (i) an aggregate of $557,835 in cash, (ii) $2,500,000 issued in the form of a seller note and (iii) the right to receive certain earnout consideration upon the achievement of certain milestones.

In December 2024, our shareholders approved the transactions contemplated by the APA. On April 7, 2025, the Company completed the sale of the assets comprising the Corrugated Packaging Business.

Investment Strategy

Eightco’s primary strategic focus is the deployment of capital into digital assets and high-conviction investments in frontier technology companies. The Company’s investment philosophy centers on sectors it believes are fundamental to the future of authentication, digital identity, and the AI-driven economy — including blockchain infrastructure, human verification, and artificial intelligence platforms.

The Company will continue to evaluate and pursue strategic investments, partnerships, and acquisitions consistent with this framework. The Company also continues to operate Forever 8 as its operating segment while evaluating strategic alternatives for that business.

Subsequent to December 31, 2025, the Company expanded its investment portfolio to include strategic equity positions in OpenAI, the developer of ChatGPT and one of the world’s leading artificial intelligence companies, and Beast Industries, the business platform of content creator MrBeast. With these investments, OpenAI represents approximately 30% of the Company’s total treasury position. The Company views these investments as consistent with its strategy of deploying capital into transformative technology platforms at the intersection of artificial intelligence, digital identity, and next-generation consumer distribution.

Competition

We operate and plan to operate in a competitive market and encounter competition from both domestic and foreign participants. We believe we can effectively compete with our present competitors. We compete, and plan to compete, primarily based upon innovation, performance, price, quality, reliability, durability, consumer brand awareness, and customer service and support. Our competitors include a large number of private companies that directly compete with a number of our brands. Certain of our competitors may have more established brand names and stronger distribution channels than we do and have, or have through their owners, access to financial and marketing resources that are greater than we possess that may afford them the ability to invest more than we can in product development, intellectual property and marketing.

Forever 8’s competitors include Clearco, a revenue-based financing company for e-commerce and startups, and Payoneer, a global payments company with a platform for cross-border business transactions.

Patents, Trademarks, and Copyrights

We recognize the importance of innovation and protecting our intellectual property. We will apply for patents whenever we develop innovative new products, unique designs, or processes of commercial importance and seek trademark protection when we believe they provide a marketing advantage. We do not believe that our business is materially dependent on any single patent or trademark.

We rely on a combination of trade secrets, trademarks, trade dress, customer records, monitoring, brand protection services, confidentiality agreements, and other contractual provisions to protect our intellectual property.

We intend to vigorously pursue and challenge infringements of our patents, trademarks, service marks, trade dress, and copyrights, as we believe the goodwill associated with them is a cornerstone of our branding strategy.

Information Systems

Our information systems use software enterprise resource platforms, including procurement, inventory management, receivables management, and accounting. We utilize QuickBooks Enterprise and Xero Accounting as our ERP systems.

Seasonality

Our business is not seasonal and there are not large fluctuations with our operations between quarterly revenues based on the time of year.

Government Regulations

Digital Assets

The regulatory environment for digital assets in the United States is evolving rapidly and remains subject to significant uncertainty. Federal and state regulators, including the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Financial Crimes Enforcement Network, and various state financial regulators, have each asserted jurisdiction over digital assets in different contexts, and the scope of their respective authority has not been definitively resolved.

The legal status of specific digital assets, including Worldcoin (WLD) and Ethereum (ETH), as securities or commodities is subject to ongoing regulatory and judicial interpretation. Any determination that the Company’s digital asset holdings constitute securities could subject the Company to registration requirements, restrictions on transfer, or other regulatory obligations under federal securities laws.

The Company holds its digital assets through institutional custodians, Coinbase, Kraken, and FalconX, each of which is subject to applicable anti-money laundering, know-your-customer, and Bank Secrecy Act requirements. The Company’s operations are dependent on these custodians maintaining their regulatory compliance and operational continuity.

The Company is subject to federal and state tax requirements with respect to its digital asset holdings. Under current IRS guidance, digital assets are treated as property for tax purposes, and purchases, dispositions, and exchanges of digital assets may give rise to taxable gains or losses.

Legislative and regulatory developments, including proposed federal stablecoin legislation, potential SEC rulemaking on crypto asset reporting, and evolving CFTC oversight of commodity digital assets could materially affect the Company’s ability to hold, transfer, or report its digital assets. The Company cannot predict the outcome of these developments or the timeline for regulatory clarity.

For additional information about government regulation applicable to our digital asset holdings, see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K.

Inventory Management Solutions Business

Like other manufacturers and distributors of consumer products, we are required to comply with a wide variety of federal, state, and international laws, rules, and regulations, including those related to consumer products and consumer protection, advertising and marketing, labor and employment, data protection and privacy, intellectual property, workplace health and safety, the environment, the import and export of products, and tax matters. Our failure to comply with applicable federal, state, and international laws, rules, and regulations may result in our being subject to claims, lawsuits, fines, and adverse publicity that could have a material adverse effect on our business, operating results, and financial condition. These laws, rules, and regulations currently impose significant compliance requirements on our business, and more restrictive laws rules and regulations may be adopted in the future.

For additional information about government regulation applicable to our business, see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K.

Human Capital Resources

As of December 31, 2025, the companies that comprise Eightco had 9 employees that perform various administrative, finance and accounting, technology, and corporate management functions, all of whom were full-time employees. Of the 9 employees, 4 were employed by Eightco and 5 were employed by Forever 8. None of our employees are represented by a union in collective bargaining with us. We consider relations with our employees to be good.

We are committed to creating a diverse, equitable and inclusive space for all our employees, customers and retail partners. The core values of our Company include integrity, caring and inclusivity that affirms every individual. Our leadership team is committed to fostering an environment where everyone is welcomed, respected, listened to and valued for their unique contributions to the organization, and to providing a work environment that is free from all forms of harassment, discrimination and inequality. We recruit, employ, train, promote and compensate our employees without regard to race, ethnicity, age, gender, gender identity, religion, national origin, citizenship, marital status, veteran’s status or disability. All facilities have established human resource departments with formal hiring processes and controls in place to ensure ethical and fair hiring practices. We compensate employees competitively relative to the industry and local labor market, and in accordance with all applicable federal, state and local wage, work hour, overtime and benefit laws.

Supply Chain and Production

Our Inventory Solutions Business purchases finished products from its suppliers and does not have long-term contractual arrangements that guarantee production capacity, prices, lead times, or delivery schedules. Our reliance on independent party suppliers exposes us to vulnerability because of our dependence on a few sources of supply. We believe, however, that other sources of supply are available. In addition, we continually strive to develop relationships with other sources of supply in order to reduce our dependence on any one source of supply. As a result, we believe that our current and other available suppliers will ensure that we obtain a sufficient supply of goods built to our specifications in a timely manner and on satisfactory economic terms.

Backlog

We currently do not have a material backlog of orders. A backlog consists of orders for which purchase orders have been received and which are generally scheduled for shipment within six months or subject to capacity constraints, including lack of available products.

Segment Information

The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company previously had two reportable operating segments, the inventory management solutions platform and corrugated packaging materials. In April 2025, the Company divested the corrugated packaging materials operating segment and currently the Company has one operating segment. The Company’s primary revenue stream is the sale of products under our inventory management solutions platform.

Corporate Information

Eightco Holdings Inc. was incorporated in the State of Nevada on September 21, 2021, and is currently listed on the Nasdaq Capital Market under the symbol “ORBS.” On March 9, 2022, we changed our state of domicile to the State of Delaware. On April 3, 2023, we changed our corporate name from Cryptyde, Inc. to Eightco Holdings Inc. On February 2, 2026, we changed our state of domicile to the State of Texas. Our principal executive office is located at 101 Larry Holmes Dr., Suite 313, Easton, PA 18042, and our telephone number is (866) 980-2818. Our website is www.8co.holdings,

Available Information

Our website, www.8co.holdings*,* provides access, without charge, to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (“SEC”). The information provided on our website is not part of this Annual Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this Annual Report. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.