Eightco Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30,2026

or

For the transition period from ________ to ________

Commission file number:001-41033

(Exact Name of Registrant as Specified in its Charter)

(888) 765-8933

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes☒ No

As of August 7, 2026, there were 429,777,400 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events and include, without limitation, statements about: our ability to raise capital, and access the capital markets, including through our At-The-Market equity offering program; our Digital Asset Treasury Strategy, including our ability to acquire, hold, and liquidate digital assets, expectations regarding the fair value and volatility of our digital asset holdings (including Worldcoin (WLD), Ethereum (ETH), and U.S. dollar-denominated stablecoins), and the impact of fair value changes on our reported earnings; our strategic investments in privately held companies (including OpenAI, Beast Industries, and Mythical Games), including expectations about their future value, liquidity, and impairment risk; our liquidity position and ability to fund operations and meet our obligations for at least the next twelve months; management’s assessment of going concern and our ability to continue as a going concern; our expectations regarding Forever 8’s operations, including customer relationships, revenue concentration, credit loss estimates, and the outcome of ongoing discussions with our largest customer; the adequacy of our internal control over financial reporting and our plans to remediate the identified material weakness, including our anticipated engagement of external advisors; our expected cash use rate, consulting fees, and other contractual obligations; and our future financial performance, results of operations, and competitive position,. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “intends,” “may,” “plans,” “potential,” “predict,” “should,” “will,” “would” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to conform these statements to actual results, unless required by law.

You should not place undue reliance on forward-looking statements. The forward-looking statements contained in this Quarterly Report are subject to substantial risks and uncertainties that could cause, actual results to differ materially from those expressed or implied. These risks and uncertainties include, among others: the volatility in the market prices of digital assets, including Worldcoin (WLD) and Ethereum (ETH), which could result in significant gains or losses on our digital asset holdings and material volatility in our reported earnings; the illiquidity of our strategic investments in privately held companies, which may prevent us from realizing value from those investments when needed; our customer concentration, with one customer representing approximately 99% of our revenues, and the significant deterioration in the creditworthiness of that customer that has already resulted in bad debt expense and impairment charges; changes in regulatory requirements affecting digital assets, including custody, trading, classification, and taxation; cybersecurity risks and risks associated with our reliance on third-party digital asset custodians; our ability to successfully remediate the material weakness in our internal control over financial reporting; our ability to attract and retain key personnel; the success of our Digital Asset Treasury Strategy and our strategic investments in frontier technology companies; the accuracy of our estimates and judgments, including those related to fair value, expected credit losses, and impairment; our ability to maintain compliance with Nasdaq listing requirements; dilution from future equity issuances under our ATM program or otherwise; and other risks and uncertainties described under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), which was filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026, and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. You should carefully consider that information before you make an investment decision.

These and other factors discussed in this Quarterly Report could cause results to differ materially from those expressed any forward-looking statements made by us or on our behalf. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

OTHER PERTINENT INFORMATION

Unless the context otherwise indicates, when used in this Quarterly Report, the terms “Eightco,” “we,” “us,” “our,” the “Company” and similar terms refer to Eightco Holdings Inc., a Texas corporation, and all of our consolidated subsidiaries and variable interest entities.

PART I-**