Eightco Holdings Inc.

Other than as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 or in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

On August 5, 2026, we received a notification letter regarding non-compliance with Nasdaq’s minimum bid price requirement for continued listing. If we do not regain compliance, our common stock may be delisted, which would adversely affect liquidity, market price, and our ability to raise capital.

Our common stock is listed on The Nasdaq Capital Market under the symbol “ORBS.” An active trading market may not be sustained, and the failure of such a market to continue would likely have a material adverse effect on the value of our common stock. The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors beyond our control, including general business and economic conditions, the release of financial reports, and analyst coverage. A decline in market price could adversely affect our ability to issue additional securities and obtain additional financing.

On August 5, 2026, we received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, for the 30 consecutive business days from June 23, 2026 to August 4, 2026, the closing bid price of our common stock was below the minimum $1.00 per share required for continued listing pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days, or until February 1, 2027, to regain compliance. To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period.

If we do not regain compliance by February 1, 2027, we may be eligible for an additional 180-calendar-day compliance period, provided we meet all other initial listing standards for The Nasdaq Capital Market (other than the bid price requirement) and provide written notice of our intention to cure the deficiency. If we are not eligible or Nasdaq determines that we will not be able to cure the deficiency, Nasdaq will provide notice that our common stock is subject to delisting, at which time we may appeal to a Nasdaq Hearings Panel. There can be no assurance that we will regain compliance within the compliance period or any extension thereof, or that we will otherwise maintain compliance with other applicable Nasdaq listing requirements. If our common stock were delisted from Nasdaq, we could face significant adverse consequences, including: limited availability of market quotations; reduced liquidity; a determination that our common stock is a “penny stock,” which would require brokers to adhere to more stringent rules and could reduce trading activity; limited analyst coverage; and a decreased ability to issue additional securities or obtain financing. In such event, we would expect our common stock to be quoted on the OTC Markets or a similar system, on which liquidity would likely be significantly diminished.