UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-41033

EIGHTCO HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Texas		87-2755739
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

101 Larry Holmes Drive, Suite 313
Easton, Pennsylvania		18042
(Address of Principal Executive Offices)		(Zip Code)

(888) 765-8933

(Registrant’s Telephone Number, Including Area Code)

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 per share		ORBS		The Nasdaq Stock Market LLC

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.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	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. ☐

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.

EIGHTCO HOLDINGS INC.

TABLE OF CONTENTS

		Page Number

PART I		5
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	5
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	6
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025 (Unaudited)	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II		36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

	Signatures	38

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 - FINANCIAL INFORMATION

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2026			2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	11,003,483		$	58,501,108
Short-term investments		50,927,699			-
Digital assets, at fair value		228,011,086			175,901,645
Accounts receivable, net		101,264			433,823
Inventory, net		502,115			7,812,215
Prepaid expenses and other current assets		908,362			2,024,137
Total current assets		291,454,009			244,672,928
Property and equipment, net		-			5,172
Other investments		111,599,951			999,999
Loan held-for-investment		4,438,808			4,515,025
Total assets	$	407,492,768		$	250,193,124

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,179,608		$	3,435,598
Accounts payable – related parties		279,132			103,493
Accounts payable		279,132			103,493
Accrued expenses and other current liabilities		1,462,330			2,674,228
Accrued expenses and other current liabilities – related parties		1,022,072			1,021,769
Accrued expenses and other current liabilities		1,022,072			1,021,769
Line of credit		8,075,000			8,150,000
Line of credit – related parties		400,000			2,590,000
Line of credit		400,000			2,590,000
Total current liabilities		13,418,142			17,975,088

Total liabilities	$	13,418,142		$	17,975,088

Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized and 0 shares outstanding at June 30, 2026 and December 31, 2025, respectively		-			-
Common stock, $0.001 par value, 10,000,000,000 and 500,000,000 shares authorized and 429,777,400 and 205,629,592 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	$	429,777		$	205,630
Additional paid-in capital		826,275,452			606,030,052
Accumulated deficit		(433,017,888	)		(374,583,109	)
Foreign currency translation		801,799			979,977
Total stockholders’ equity attributable to Eightco Holdings Inc.		394,489,140			232,632,550
Non-controlling interest		(414,514	)		(414,514	)
Total stockholders’ equity		394,074,626			232,218,036
Total liabilities and stockholders’ equity	$	407,492,768		$	250,193,124

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2026			2025			2026			2025
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2026			2025			2026			2025

Revenues, net	$	2,068,430		$	7,578,646		$	9,630,395		$	17,492,633
Cost of revenues		1,968,184			6,333,350			9,314,888			15,434,078
Gross profit		100,246			1,245,296			315,507			2,058,555

Operating expenses:
Selling, general and administrative expenses		6,698,406			2,451,832			17,426,952			4,681,257
Impairments		5,211,824			-			5,211,824			-
Total operating expenses		11,910,230			2,451,832			22,638,776			4,681,257
Operating loss		(11,809,984	)		(1,206,536	)		(22,323,269	)		(2,622,702	)

Non-operating income (expense):
Interest expense, net		(352,582	)		(1,276,726	)		(629,300	)		(2,565,530	)
Gain on divestiture		-			1,231,774			-			1,231,774
Change in fair value of digital assets		29,324,737			-			(37,177,137	)		-
Change in fair value of short-term investments		17,647			-			23,666			-
Gain on extinguishment of liabilities		-			-			870,000			-
Other income		521,307			81,969			801,261			103,867
Total non-operating income (expense)		29,511,109			37,017			(36,111,510	)		(1,229,889	)

Net income (loss) before income tax expense		17,701,125			(1,169,519	)		(58,434,779	)		(3,852,591	)

Income tax expense (benefit)		-			-			-			(28,793	)

Net income (loss) from continuing operations	$	17,701,125		$	(1,169,519	)		(58,434,779	)		(3,823,798	)
Net income from discontinued operations		-			-			-			105,553
Net income (loss)		17,701,125		$	(1,169,519	)		(58,434,779	)		(3,718,245	)
Net loss attributable to non-controlling interest		-			-			-			-
Net income (loss) attributable to Eightco Holdings, Inc.		17,701,125			(1,169,519	)		(58,434,779	)		(3,718,245	)
Net income (loss) per share:
Net income (loss) per share – basic	$	0.04		$	(0.38	)	$	(0.18	)	$	(1.38	)
Net income (loss) per share – diluted	$	0.04		$	(0.38	)	$	(0.18	)	$	(1.38	)
Weighted average number of common shares outstanding – basic		398,909,876			3,044,744			320,180,003			2,691,487
Weighted average number of common shares outstanding – diluted		398,909,876			3,044,744			320,180,003			2,691,487

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	2026			2025			2026			2025
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2026			2025			2026			2025

Net income (loss)	$	17,701,125		$	(1,169,519	)	$	(58,434,779	)	$	(3,718,245	)
Foreign currency translation – unrealized gain (loss)		(62,636	)		368,219			(178,178	)		553,389
Comprehensive income (loss)	$	17,638,489		$	(801,300	)	$	(58,612,957	)	$	(3,164,856	)

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock				Additional Paid in			Non controlling			Retained Earnings (Accumulated)			Accumulated Other
	Shares		Amount		Capital			Interest			Deficit			Income			Total

Balances, January 1, 2026		205,629,592	$	205,630	$	606,030,052		$	(414,514	)	$	(374,583,109	)	$	979,977		$	232,218,036
Issuance of common stock - ATM		160,981,063		160,981		162,059,544			-			-			-			162,220,525
Option to repurchase shares		-		-		(1,000,000	)		-			-			-			(1,000,000	)
Share-based compensation expense		2,346,822		2,346		5,138,725			-			-			-			5,141,071
Foreign currency translation		-		-		-			-			-			(115,542	)		(115,542	)
Net loss		-		-		-			-			(76,135,904	)		-			(76,135,904	)
Balances, March 31, 2026		368,957,477	$	368,957	$	772,228,321		$	(414,514	)	$	(450,719,013	)	$	864,435		$	322,328,186
Issuance of common stock - ATM