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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 March 31, 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 May 15, 2026, there were 388,011,544 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 March 31, 2026 (Unaudited) and December 31, 2025	5
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	6
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025 (Unaudited)	7
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 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	34
Item 4.	Controls and Procedures	34

PART II		35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 5.	Other Information	37
Item 6.	Exhibits	37

	Signatures	38

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the period ended March 31, 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 including, without limitation, our ability to raise capital, our operational and strategic initiatives or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” 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 or 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 confirm these statements to actual results, unless required by law.

You should not place undue reliance on forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially from those in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in “Risk Factors,” in Part II, Item 1A of this Report as well as information provided elsewhere in this Quarterly Report and 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. You should carefully consider that information before you make an investment decision.

These and other factors discussed above could cause results to differ materially from those expressed in the estimates made by any independent parties and by us.

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

	March 31,			December 31,
	2026			2025

ASSETS
Current assets:
Cash and cash equivalents	$	7,546,486		$	58,501,108
Short-term investments		32,542,545			-
Digital assets, at fair value		175,309,890			175,901,645
Accounts receivable, net		468,077			433,823
Inventories, net		7,370,875			7,812,215
Prepaid expenses and other current assets		1,317,495			2,024,137
Total current assets		224,555,368			244,672,928
Property and equipment, net		-			5,172
Other investments		111,599,951			999,999
Loan held-for-investment		4,477,379			4,515,025
Total assets	$	340,632,698		$	250,193,124

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,418,479		$	3,435,598
Accounts payable – related parties		169,413			103,493
Accounts payable		169,413			103,493
Accrued expenses and other current liabilities		4,569,548			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		8,725,000			8,150,000
Line of credit – related parties		400,000			2,590,000
Line of credit		400,000			2,590,000
Total current liabilities		18,304,512			17,975,088

Total liabilities	$	18,304,512		$	17,975,088

Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized and 0 shares outstanding at March 31, 2026 and December 31, 2025, respectively		-			-
Common stock, $0.001 par value, 10,000,000,000 and 500,000,000 shares authorized and 368,957,477 and 205,629,592 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	$	368,957		$	205,630
Additional paid-in capital		772,228,321			606,030,052
Accumulated deficit		(450,719,013	)		(374,583,109	)
Foreign currency translation		864,435			979,977
Total stockholders’ equity attributable to Eightco Holdings Inc.		322,742,700			232,632,550
Non-controlling interest		(414,514	)		(414,514	)
Total stockholders’ equity		322,328,186			232,218,036
Total liabilities and stockholders’ equity	$	340,632,698		$	250,193,124

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2026			2025
	For the Three Months Ended March 31,
	2026			2025

Revenues, net	$	7,561,965		$	9,913,987
Cost of revenues		7,346,704			9,100,728
Gross profit		215,261			813,259

Operating expenses:
Selling, general and administrative expenses		10,728,546			2,229,425
Total operating expenses		10,728,546			2,229,425
Operating loss		(10,513,285	)		(1,416,166	)

Non-operating income (expense):
Interest income (expense), net		(276,718	)		(1,288,804	)
Change in fair value of digital assets		(66,501,874	)		-
Gains on disposal of short-term investments		6,019			-
Gain on extinguishment of liabilities		870,000			-
Other income		279,954			21,898
Total non-operating income (expense)		(65,622,619	)		(1,266,906	)

Net loss before income tax expense		(76,135,904	)		(2,683,072	)

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

Net loss from continuing operations		(76,135,904	)		(2,654,279	)
Net income from discontinued operations, net of tax		-			105,553
Net loss	$	(76,135,904	)	$	(2,548,725	)
Net loss attributable to non-controlling interest		-			-
Net loss attributable to Eightco Holdings Inc.	$	(76,135,904	)	$	(2,548,725	)
Net loss per share:
Net loss per share basic and diluted	$	(0.32	)	$	(0.84	)
Weighted average number of common shares outstanding – basic and diluted		240,575,350			3,044,744

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	2026			2025
	For the Three Months Ended March 31,
	2026			2025

Net loss	$	(76,135,904	)	$	(2,548,725	)
Foreign currency translation – unrealized gain (loss)		(115,542	)		185,170
Comprehensive loss	$	(76,251,446	)	$	(2,363,555	)

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Shares		Amount		Capital			Interest			Deficit			Income			Total
	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 for the three months ended March 31, 2026		-		-		-			-			(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

Balances, January 1, 2025		2,479,363	$	2,479	$	124,129,543		$	(414,514	)	$	(112,570,049	)	$	368,481		$	11,515,940
Issuance of common stock to note holders – interest		485,381		485		(485	)		-			-			-			-
Issuance of common stock to vendors for settlement of liabilities		80,000		81		143,120			-			-			-			143,201
Foreign currency translation		-		-		-			-			-			185,170			185,170
Net loss for the three months ended March 31, 2025		-		-		-			-			(2,548,725	)		-			(2,548,725	)
Net loss		-		-		-			-			(2,548,725	)		-			(2,548,725	)
Balances, March 31, 2025		3,044,744	$	3,045	$	124,272,178		$	(414,514	)	$	(115,118,774	)	$	553,651		$	9,295,586

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
Cash flows from operating activities:
Net income (loss)	$	(76,135,904	)	$	(2,548,725	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization – continuing operations		5,102			574,672
Depreciation and amortization – discontinued operations		-			37,992
Amortization of debt issuance costs		-			250,000
Share-based compensation		5,141,071			-
Change in fair value of digital assets		66,501,874			-
Gain on disposal		(6,019	)		-
Losses on disposal		70
Changes in assets and liabilities:
Accounts receivable		(34,254	)		978,029
Inventories		325,798			1,852,604
Prepaid expenses and other current assets		706,642			254,118
Accounts payable		48,801			(450,667	)
Accrued expenses and other current liabilities		(1,244,749	)		180,856
Discontinued operations		-			(129,055	)

Net cash provided by (used in) operating activities		(4,691,568	)		999,824

Cash flows from investing activities:
Purchases of property and equipment – continuing operations		-			(157	)
Purchases of digital assets		(65,910,119	)		-
Purchases of short-term investments		(225,439,152	)		-
Purchase of other investments		(110,599,952	)
Proceeds from sale of short-term investments		192,902,626
Repayment of principal under loans held-for-investment		37,646			-
Purchases of property and equipment – discontinued operations		-			(44,490	)

Net cash used in investing activities		(209,008,951	)		(44,647	)

Cash flows from financing activities:
Net proceeds from issuance of common stock		165,360,897			-
Prepayment for share repurchase		(1,000,000	)		-
Net (repayments) borrowings under line of credit		(1,615,000	)		(600,000	)
Repayments under convertible notes payable – related parties

Net cash provided by (used in) financing activities		162,745,897			(759,937	)

Net decrease in cash and cash equivalents		(50,954,622	)		195,240
Cash and cash equivalents, beginning of the period		58,501,108			239,187
Cash and cash equivalents, end of the period	$	7,546,486		$	434,427

Supplemental disclosure of cash flow information:
Cash paid for interest	$	199,629		$	375,637
Cash paid for income taxes	$	-		$	-
Accrued offering costs	$	3,140,372		$	-
Issuance of common stock to vendors for settlement of liabilities	$	-		$	143,201

See the accompanying notes to the condensed consolidated financial statements.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

As used herein, “Eightco,” “we,” “us,” “our,” and the “Company” refer to Eightco Holdings Inc., a Texas corporation, and its consolidated subsidiaries. The Company was originally incorporated on September 21, 2021 under the laws of the State of Nevada and converted to a Delaware corporation on March 9, 2022 pursuant to a plan of conversion with its former parent, Vinco Ventures, Inc. (“Vinco” or the “Former Parent”). On February 2, 2026, we changed our state of domicile to the State of Texas.

Operating Structure and Recent Changes

Historically, the Company operated multiple business lines, including:

	●	Forever 8 Inventory Cash Flow Solutions (“Forever 8”)
	●	Corrugated Packaging Business, operated through Ferguson Containers, Inc.
	●	Web3 operations, including BTC mining hardware sales and NFT development

The Company has since exited its non-core operations. Forever 8 now represents the Company’s sole operating business.

Forever 8, acquired on October 1, 2022, provides inventory funding and purchasing services to e-commerce retailers and remains the Company’s core operating platform.

On April 7, 2025, the Company completed the sale of the assets comprising its Corrugated Packaging Business. All operations related to this business ceased as of that date. The Company previously completed its wind-down of Web3 and BTC mining hardware sales activities and does not intend to resume revenue-generating operations in that area.

Adoption of Digital Asset Treasury Strategy

On September 8, 2025, the Company’s Board of Directors approved a Digital Asset Treasury (“DAT”) Strategy under which the Company deploys a portion of its excess liquidity, operating cash flows, and capital from financing activities into digital assets as part of its long-term capital allocation framework.

Under this strategy, the Company holds various digital assets, including Worldcoin (WLD), Ethereum (ETH), and USD denominated stablecoins for treasury, liquidity management, and strategic investment purposes. The Company does not currently generate revenue from its digital asset holdings. Digital assets are custodied with institutional third-party providers, including Kraken, Coinbase, and FalconX.

The Company adopted ASU 2023-08 effective January 1, 2025. Eligible digital assets are measured at fair value with changes recognized in net income.

Strategic Investments in Frontier Technology Companies

In addition to its digital asset holdings, the Company deploys capital into strategic equity investments in privately-held frontier technology companies as part of its long-term capital allocation framework. 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, artificial intelligence platforms, and next-generation consumer distribution. These investments are intended to complement the Company’s digital asset treasury strategy and position the Company at the intersection of transformative technology platforms. See Note 10 — Other Investments for additional information.

Corporate Organization

As of March 31, 2026, Eightco had the following wholly-owned subsidiaries:

	●	Forever 8 Fund LLC
	●	Ferguson Containers, Inc. (inactive following divestiture)
	●	BlockHiro, LLC
	●	Orb Subsidiary One, LLC
	●	AI Innovation Capital LLC

Forever 8’s wholly owned foreign subsidiaries:

	●	Forever 8 UK, Ltd.
	●	Forever 8 Fund EU Holdings BV

In addition, the Company owns 51% of CW Machines, LLC, which continues to be consolidated under the voting interest entity model. Under that model, control is presumed based on majority voting interests unless noncontrolling shareholders possess substantive participating rights.

Separation from Former Parent

On June 30, 2022, the Company completed its previously announced separation from Vinco (the “Separation”). Prior to the Separation, Vinco contributed the assets and legal entities comprising the Company’s historical businesses to Eightco. Following the Separation, the Company became an independent, publicly traded company.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (continued)

Basis of Presentation.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2026 may not be indicative of results for the full year. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2025 included in the Annual Report.

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. The Company’s significant estimates used in these condensed consolidated financial statements include, but are not limited to, fair value of warrants, revenue recognition and the determination of the economic useful life of depreciable property and equipment. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

Business Combinations. For business combinations that meet the accounting definition of a business, the Company determines and allocates the purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed, and noncontrolling interest, if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future. Revenues and costs of the acquired companies are included in the Company’s operating results from the date of acquisition. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, and these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period not to exceed one year from the acquisition date. As a result, any adjustment identified subsequent to the measurement period is included in operating results in the period in which the amount is determined.

Discontinued Operations. A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. Cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented.

Cash and Cash Equivalents. The Company considers all highly liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents.

Digital Assets. Digital assets primarily consist of cryptocurrencies and other crypto-tokens held for treasury, investment, or operational purposes. Effective January 1, 2025, the Company adopted ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60). Under this guidance, eligible crypto assets are measured at fair value at each reporting date, with changes in fair value recognized in net income in the period in which they occur. Upon adoption, historical impairment-only accounting ceased. Digital assets are presented on the face of the condensed consolidated balance sheets as “Digital assets, at fair value.” Assets expected to be converted into cash or otherwise used to fund operations within twelve months are classified as current assets; all other digital assets are classified as noncurrent assets. The Company determines fair value using quoted prices in its principal market at the measurement time. Digital assets with quoted prices in active markets are classified as Level 1 in the fair value hierarchy. When observable market inputs other than quoted prices are used (such as certain wrapped tokens, restricted tokens, or stablecoins whose value is not derived solely from exchange-traded prices), such assets are classified as Level 2. The Company did not classify any digital assets as Level 3 during the periods presented. Realized and unrealized gains and losses from changes in the fair value of digital assets are recorded within “(Loss) income from change in fair value of digital assets” in the condensed consolidated statements of operations. Realized gains and losses on disposals are determined using the specific identification method. Digital assets are held with third-party custodians and institutional trading counterparties. These arrangements expose the Company to counterparty, concentration, and safeguarding risks, including technological, operational, and cyber-security risks. The Company does not hold digital assets on behalf of third parties and therefore does not apply the guidance in SAB 121. As of the periods presented, the Company does not stake, lend, or pledge its digital assets, and there are no digital-asset collateral or borrowing arrangements outstanding.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounts Receivable. Accounts receivable are carried at their contractual amounts, less an estimated allowance for credit losses. Management estimates the allowance for credit losses using a loss-rate approach based on historical loss information, adjusted for management’s expectations about current and future economic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected credit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Management believes that the composition of receivables at year-end is consistent with historical conditions as credit terms and practices and the client base has not changed significantly. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted. The allowance for credit losses was $833,458 and $700,000 as of March 31, 2026 and December 31, 2025, respectively. The increase in the allowance for expected credit losses to $833,458 at March 31, 2026 reflects updated loss-rate assumptions and customer risk ratings based on current macroeconomic conditions. For the three months ended March 31, 2026 and 2025 the Company had no write-downs of accounts receivable.

Inventories. Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors. The reserve for obsolescence was $2,682,906 and $2,700,000 as of March 31, 2026 and December 31, 2025, respectively. For the three months ended March 31, 2026 and 2025 the Company had no write-downs of inventories.

Other Investments. Other investments are recorded at cost. Each reporting period, the Company performs a qualitative impairment assessment for each investment accounted for under the measurement alternative. Indicators of impairment include, but are not limited to, a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee; a significant adverse change in the regulatory, economic, or technological environment of the investee; a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of the investment; and factors that raise significant concerns about the investee’s ability to continue as a going concern. If a qualitative assessment indicates that the investment is impaired, the Company estimates the fair value of the investment in accordance with ASC 820 and, if the fair value is less than the carrying amount, recognizes an impairment loss in earnings equal to the difference between the carrying amount and fair value. No impairment charges were recognized during the three months ended March 31, 2026.

Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets, as follows: 3 to 5 years for office equipment, 5 to 7 years for furniture and fixtures, 6 to 10 years for machinery and equipment, 10 to 15 years for building improvements, 5 years for software, 5 years for molds, 5 to 7 years for vehicles and 40 years for buildings. When fixed assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statements of comprehensive loss for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives.

Contingent Liabilities. The Company, from time to time, may be involved in certain legal proceedings. Based upon consultation with outside counsel handling its defense in these matters and the Company’s analysis of potential outcomes, if the Company determines that a loss arising from such matters is probable and can be reasonably estimated, an estimate of the contingent liability is recorded in its condensed consolidated financial statements. If only a range of estimated loss can be determined, an amount within the range that, based on estimates, assumptions and judgments, reflects the most likely outcome, is recorded as a contingent liability in the condensed consolidated financial statements. In situations where none of the estimates within the estimated range is a better estimate of probable loss than any other amount, the Company records the low end of the range. Any such accrual would be charged to expense in the appropriate period. Litigation expenses for these types of contingencies are recognized in the period in which the litigation services were provided.

Warrants. The Company evaluates warrants and other freestanding instruments to determine whether they should be classified as equity or as assets or liabilities in the consolidated balance sheets. Warrants that are freestanding financial instruments and are indexed to the Company’s own stock and meet the criteria for equity classification are recorded in equity at issuance and are not subsequently remeasured. Warrants that do not meet the criteria for equity classification are recorded as assets or liabilities at fair value upon issuance and remeasured to fair value at each reporting date, with changes in fair value recognized in earnings.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for fulfilling those performance obligations. Revenue for product sales is recognized upon receipt by the customer. There are no contract assets or contract liabilities and therefore no unsatisfied performance obligations. One customer represented 99% and 86% of total revenues for the three months ended March 31, 2026 and 2025, respectively.

Disaggregation of Revenue. The Company’s primary revenue stream includes the sale of consumer goods through its inventory management solutions business. The revenue stream for discontinued operations primarily includes the sale of corrugated packaging materials. There are no other material operations that were separately disaggregated for segment purposes.

Cost of Revenues. Cost of revenues includes freight charges, purchasing and receiving costs, depreciation and inspection costs.

Comprehensive income. The Company follows Accounting Standards Codification (“ASC”) 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. For the three months ended March 31, 2026 and 2025, the Company recognized other comprehensive gain (loss) for foreign currency translation of $(115,542) and $185,170, respectively.

Foreign Currency Transactions and Translation. Eightco’s functional currency is the United States Dollar (“USD”) and the Forever 8 subsidiaries have functional currencies in Euro (“EUR”), British Pound Sterling (“GBP”), and USD.

For the purpose of presenting these condensed consolidated financial statements, the reporting currency is USD. Forever 8 assets and liabilities are expressed in USDs at the exchange rate on the balance sheet date, equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ equity section of the balance sheets.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in statement of comprehensive loss.

For the three months ended March 31, 2026, approximately 99% of consolidated revenues were derived from customers located in Europe and denominated primarily in Euros. As a result, the Company is exposed to a concentration of foreign currency risk, and significant fluctuations in the EUR or GBP relative to the USD could materially impact reported revenues and results of operations.

Exchange rates used for the translations are as follows:

SCHEDULE OF EXCHANGE RATE

	March 31, 2026		December 31, 2025
Spot
USD to EUR	$	0.8696	$	0.8547
USD to GBP	$	0.7576	$	0.7407

	March 31, 2026		March 31, 2025
Average
USD to EUR	$	0.8602	$	0.9259
USD to GBP	$	0.7444	$	0.7874

Earnings Per Share. The Company follows ASC 260 when reporting Earnings Per Share (“EPS”) resulting in the presentation of basic and diluted earnings per share. Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

As of March 31, 2026 and December 31, 2025, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

	March 31, 2026		December 31, 2025

Options		6,500,000		856,164
Restricted stock units		-		4,680,822
Warrants		13,773,666		13,773,666
Pre-funded warrants		6,646,855		6,646,855
Shares to be issued		-		727,500
Total common stock equivalents		26,920,521		26,685,007

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred Financing Costs. Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct deduction from the carrying value of the debt liability. Amortization of deferred financing costs is included as a component of interest expense. Deferred financing costs are amortized using the straight-line method over the term of the recognized debt liability which approximates the effective interest method.

Income Taxes. The Company accounts for income taxes under the provisions of the FASB ASC Topic 740 “Income Taxes” (“ASC Topic 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s condensed consolidated financial statements as of March 31, 2026. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of comprehensive income. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Fair Value Measurements. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

Effective January 1, 2025, the Company adopted ASU 2023-08, which requires eligible digital assets to be measured at fair value, with changes in fair value recognized in earnings each reporting period. Digital assets that trade in active markets and have readily determinable fair values, including Worldcoin (WLD), Ethereum (ETH), and U.S. dollar-denominated stablecoins, are classified within Level 1 of the fair value hierarchy. Digital assets are valued based on quoted market prices obtained from principal market exchanges where the assets are actively traded.

The Company’s financial instruments that are not measured at fair value, including cash, accounts receivable, accounts payable, accrued expenses, and short-term borrowings, approximate fair value due to their short-term maturities.

No transfers between Level 1, Level 2, or Level 3 occurred during the periods presented.

Concentration of Credit Risks. Financial instruments that potentially subject the Company to concentrations of credit risk are cash equivalents, digital assets, and accounts receivable. The Company maintains cash balances and digital asset custodial accounts with multiple institutional-grade financial institutions and digital asset custodians, including Kraken, FalconX, and Coinbase. Balances held with digital asset custodians are not federally insured. Balances held with institutional-grade financial institutions may exceed federally insured limits or similar protections. The Company manages custodial risk through the use of multiple counterparties, ongoing evaluation of each custodian’s financial stability, and review of their security and safekeeping practices. The Company has not experienced any losses on deposits or digital asset holdings. With respect to trade receivables, the Company performs ongoing evaluations of customer credit worthiness and does not require collateral. As of March 31, 2026, two customers represented approximately 66% and 34% of total accounts receivable, respectively. The Company maintains an allowance for expected credit losses based on historical experience and forward-looking information.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements Not Yet Adopted. In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires disclosure of qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its consolidated financial statements.

Segment Reporting. 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. As of March 31, 2026, the Company operates as 1one reportable segment.

3. SHORT-TERM INVESTMENTS

Short-term investments consist of the following at March 31, 2026 and December 31, 2025:

SCHEDULE OF SHORT-TERM INVESTEMNTS

	March 31, 2026		December 31, 2025

Government securities	$	29,997,011	$	-
Mutual funds		2,545,534		-
Total short-term investments	$	32,542,545	$	-

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. RESTRUCTURING AND SEVERANCE

The changes in the carrying amount of restructuring and severance liabilities for the period from January 1, 2026 through March 31, 2026 consisted of the following:

Balance, January 1, 2026	$	2,348,335
Additions and adjustments		-
Payments and adjustments		(1,082,804	)
Balance, March 31, 2026	$	1,265,531

5. DIGITAL ASSETS

Digital assets consist of the following at March 31, 2026:

SCHEDULE OF DIGITAL ASSETS

	March 31, 2026
	Quantity		Fair Value (USD)

Worldcoin (WLD) – Level 1		277,222,975	$	76,527,378
Ethereum (ETH) – Level 1		11,068		23,285,383
Stablecoins (USDC, USDT) – Level 1		75,497,129		75,497,129
Total digital assets, at fair value			$	175,309,890

Digital assets consist of the following at December 31, 2025:

	December 31, 2025
	Quantity		Fair Value (USD)

Worldcoin (WLD) – Level 1		277,222,975	$	133,080,890
Ethereum (ETH) – Level 1		11,068		32,838,381
Stablecoins (USDC, USDT) – Level 1		9,982,374		9,982,374
Total digital assets, at fair value			$	175,901,645

The Company’s digital assets are held with third-party custodians and institutional trading counterparties. These arrangements expose the Company to counterparty, concentration, and safeguarding risks, including technological, operational, and cybersecurity risks. The Company does not hold digital assets on behalf of third parties.

The changes in the carrying amount of digital assets for the period from January 1, 2026 through March 31, 2026 consisted of the following:

For the three months ended March 31, 2026
Beginning balance, December 31, 2025	$	175,901,645
Purchases of digital assets		65,910,119
Realized/unrealized gains (losses)		(66,501,874	)
Sales of digital assets		-
	$	175,309,890

The following table presents the Company’s digital asset holdings by token, including cost basis, fair value, and unrealized gains (losses) as of March 31, 2026:

SCHEDULE OF DIGITAL ASSET HOLDINGS

	Cost Basis		Fair Value		Unrealized Gain (Loss)

Token:
WLD	$	320,719,180	$	76,527,378	$	(244,191,802	)
ETH		22,922,752		23,285,383		362,631
USDC / USDT		75,497,129		75,497,129		-
Total		419,139,061		175,309,890		(243,829,171	)

Unrealized gains (losses) represent the difference between the original cost basis and the fair value of each token as of the balance sheet date, based on the closing market price of each respective digital asset.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

6. ACCOUNTS RECEIVABLE

Accounts receivable consist of the following at March 31, 2026 and December 31, 2025:

SCHEDULE OF ACCOUNTS RECEIVABLE

	March 31, 2026			December 31, 2025

Trade accounts receivable	$	1,301,535		$	1,133,823
Less: allowance for credit losses		(833,458	)		(700,000	)
Total accounts receivable	$	468,077		$	433,823

7. INVENTORIES

Inventories consist of the following at March 31, 2026 and December 31, 2025:

SCHEDULE OF INVENTORIES

	March 31, 2026			December 31, 2025

Finished goods	$	10,053,781		$	10,512,215
Reserve for obsolescence		(2,682,906	)		(2,700,000	)
Total inventories	$	7,370,875		$	7,812,215

8. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Other current assets consist of the following at March 31, 2026 and December 31, 2025:

	March 31, 2026		December 31, 2025

Deposits on inventory	$	89,954	$	502,161
Prepaid insurance		897,762		1,265,873
Deposits		66,962		2,090
Other		262,817		254,013
Total other current assets	$	1,317,495	$	2,024,137

9. LOAN HELD-FOR-INVESTMENT

Loan held-for-investment consist of the following at March 31, 2026 and December 31, 2025:

SCHEDULE OF LOAN HELD FOR INVESTMENT

	March 31, 2026		December 31, 2025

Wattum Management Inc. – 5%, 10/2026	$	2,224,252	$	2,224,252
Reichard Containers, LLC – 9.75%, 4/2035		2,253,127		2,290,773
Total loan held-for-investment		4,477,379		4,515,025
Less: allowance for credit losses		-		-
Loan held-for-investment	$	4,477,379	$	4,515,025

Wattum Management Inc. is a non-controlling member of CW Machines, LLC, previously a related party, when CW Machines was doing business. The Wattum note is secured by assets of Wattum Management, Inc. The Wattum Management Inc. note is interest only with the entire principal balance due in October 2026.

Reichard Containers, LLC purchased the assets of Ferguson Containers, Inc. on April 7, 2025. The Reichard note is secured by assets of Reichard Containers, LLC. The Reichard note is due on April 2035 and with monthly payments of $31,060 for principal and interest.

Expected credit losses for loan held for investment are based on management’s assessment of credit risk associated with the loan, including consideration of factors such as the financial condition of the entity, historical payment behavior, and any collateral or guarantees provided. The Company determined it was not necessary to record an allowance for credit losses as of March 31, 2026 and December 31, 2025.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

10. OTHER INVESTMENTS

Other investments consist of the Company’s minority equity investments in privately-held companies, accounted for under the measurement alternative. The following table summarizes the carrying value of these investments as of March 31, 2026 and December 31, 2025:

SCHEDULE OF OTHER INVESTMENTS

	March 31, 2026		December 31, 2025

Mythical Games, Inc.	$	999,999	$	999,999
Beast Industries		17,999,952		-
OpenAI (indirect investment)		92,600,000		-
Total other investments	$	111,599,951	$	999,999

Mythical Games, Inc.

In October 2025, the Company invested $999,999 to purchase Series D Preferred Stock of Mythical Games, Inc. (“Mythical”), a Delaware corporation and developer of blockchain-based video game ecosystems, at a purchase price of $2.2193 per share pursuant to Mythical’s Series D Preferred Stock Purchase Agreement. The Company holds a non-controlling minority interest in Mythical and does not have the ability to exercise significant influence over Mythical’s operating and financial policies. The investment is accounted for as an equity security without a readily determinable fair value and is measured using the measurement alternative under ASC 321, pursuant to which the investment is recorded at cost, less any impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. As of March 31, 2026 and December 31, 2025, the carrying value of the investment was $999,999. There were no observable price changes or impairment indicators identified during the three months ended March 31, 2026.

Beast Industries

During the three months ended March 31, 2026, the Company acquired a minority equity interest in Beast Industries, a privately-held company, for total cash consideration of $17,999,952. The Company committed up to $25 million, of which approximately $18 million had been funded as of March 31, 2026. On May 9, 2026, the period to call for the additional $7 million expired. The Company holds a non-controlling minority interest in Beast Industries and does not have the ability to exercise significant influence over its operating and financial policies. The investment is accounted for as an equity security without a readily determinable fair value and is measured using the measurement alternative under ASC 321, pursuant to which the investment is recorded at cost, less any impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. As of March 31, 2026, the carrying value of the investment was $17,999,952. There were no observable price changes or impairment indicators identified during the three months ended March 31, 2026.

OpenAI

During the three months ended March 31, 2026, the Company acquired an indirect interest in OpenAI through a structured investment vehicle (the “SPV”) sponsored by an unaffiliated third party, for total cash consideration of $92,600,000. The Company’s interest is in the SPV, which in turn holds the underlying OpenAI securities; the Company does not hold OpenAI securities directly. The Company evaluated whether consolidation of the SPV is required under ASC 810 and concluded that the SPV is not consolidated, as the Company holds a passive, non-controlling investor interest, has no power to direct the activities of the SPV that most significantly affect its economic performance, and is not the primary beneficiary.

The Company’s interest in the SPV does not have a readily determinable fair value and is accounted for using the measurement alternative under ASC 321, pursuant to which the investment is recorded at cost, less any impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments. As of March 31, 2026, the carrying value of the investment was $92,600,000. There were no observable price changes or impairment indicators identified during the three months ended March 31, 2026.

11. PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following at March 31, 2026 and December 31, 2025:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2026			December 31, 2025

Furniture and fixtures	$	8,418		$	8,418
Property plant and equipment, gross		8,418			8,418
Less: accumulated depreciation		(8,418	)		(3,246	)
Total property and equipment, net	$	-		$	5,172

For the three months ended March 31, 2026 and 2025, depreciation expense was $5,102 and $37,992, respectively.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12. INTANGIBLE ASSETS, NET

Intangible assets consist of the following at March 31, 2026 and December 31, 2025:

SCHEDULE OF INTANGIBLE ASSETS

	Useful Lives	March 31, 2026		December 31, 2025

Customer relationships	7 years	$	-	$	7,100,000
Developed technology	10 years		-		9,700,000
Trademarks and tradenames	7 years		-		2,200,000
Total intangible assets, gross			-		19,000,000
Less: accumulated amortization and impairments			-		(19,000,000	)
Total intangible assets, net		$	-	$	-

Amortization expense was $0 and $574,642 for the three months ended March 31, 2026 and 2025, respectively. As of December 31, 2025, the Company determined that the remaining carrying value of its intangible assets was not recoverable due to a decision to limit funding of the Forever 8 business and the conclusion that the full carrying amount of the assets was unrecoverable.

13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following at March 31, 2026 and December 31, 2025:

	March 31, 2026		December 31, 2025

Payroll and related benefits	$	1,297,080	$	2,260,559
Professional fees		481,000		734,930
Accrued offering costs		3,140,372		-
Accrued interest		177,843		-
Accrued rent		-		120,000
Accrued other taxes		-		100,000
Other		495,325		480,508
Total accrued expenses and other current liabilities	$	5,591,620	$	3,695,997

14. LINES OF CREDIT

Principal due under the lines of credit was as follows at March 31, 2026 and December 31, 2025:

SCHEDULE OF LINE OF CREDIT

	March 31, 2026		December 31, 2025

Lines of credit, 12%-18%	$	8,725,000	$	8,150,000

For the three months ended March 31, 2026 and 2025, interest expense under lines of credit was $362,677 and $250,849, respectively.

The lines of credit are collateralized by the inventory of the Company.

15. LINES OF CREDIT – RELATED PARTIES

Principal due under the lines of credit – related parties was as follows at March 31, 2026 and December 31, 2025:

	March 31, 2026		December 31, 2025

Lines of credit, 12%-18%	$	400,000	$	2,590,000

For the three months ended March 31, 2026 and 2025, interest expense under lines of credit – related parties was $14,795 and $134,075, respectively.

The lines of credit – related parties are collateralized by the inventory of the Company.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

16. CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

The convertible notes payable, related party were issued as part of consideration for the acquisition of Forever 8. The debt discount was calculated based on the fair value of the instrument as of October 1, 2022. On September 9, 2025, the Company recognized a capital contribution in additional paid-in capital of $22,789,599 related to the forgiveness of debt and accrued interest by related parties, offset by the issuance of 800,000 shares of common stock with a fair value of $1,168,000. As of March 31, 2026 and December 31, 2025, there was no outstanding principal or unamortized debt discount under the convertible notes payable – related parties.

For the three months ended March 31, 2026, the Company recognized no interest expense under convertible notes payable – related parties. For the three months ended March 31, 2025, interest expense under convertible notes payable – related parties was $903,962, of which $250,000 was related to amortization of the debt discount.

17. INCOME TAXES

Eightco Holdings Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income.

Forever 8 Fund, LLC, BlockHiro, LLC, Cryptyde Shared Services, LLC, Orb Subsidiary One, LLC, and AI Innovation Capital LLC are limited liability companies which are disregarded entities for income tax purposes and are owned 100% by Eightco Holdings Inc. and Ferguson Containers, Inc., respectively. The Company pays corporate federal, state and local taxes on income allocated to it from BlockHiro, LLC and 8co Holdings Shared Services, LLC.

CW Machines, LLC is a limited liability company for income tax purposes and is owned 51% by Eightco Holdings Inc. The Company pays corporate federal, state and local taxes on income allocated to it from CW Machines, LLC.

Ferguson Containers is taxed as a corporation and pays corporate federal, state and local taxes on income.

Forever 8 UK Ltd. is taxed as a corporation and pays foreign taxes on income.

F8 Fund EU Holdings BV is taxed as a corporation and pays foreign taxes on income.

For the three months ended March 31, 2026 and 2025, income tax (benefit) expense was $0 and $(28,793), respectively. The Company has sufficient net operating losses to reduce taxable income for future periods. The Company has recorded a full valuation allowance against its deferred tax assets associated with its net operating losses.

There are no unrecognized tax benefits and no accruals for uncertain tax positions.

The Company files U.S. income tax returns and a state income tax return. With few exceptions, the U.S. and state income tax returns filed for the tax years ending on December 31, 2021 and thereafter are subject to examination by the relevant taxing authorities.

As of March 31, 2026, the Company had a net operating loss carryforward for federal income tax purposes of approximately $66,723,534. These carryforwards were generated in 2022 and later, and therefore do not expire, but are subject to annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions, and may be utilized to offset up to 80% of taxable income in any future period.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, which includes significant amendments to the Internal Revenue Code. Key provisions include:

	●	Limitations on the deductibility of certain interest and R&D expenses;

	●	Modifications to the foreign-derived intangible income (“FDII “) and global intangible low-taxed income (“GILTI”) regimes.

The Company evaluated the impact of the legislation on its consolidated financial statements, including deferred tax assets and liabilities, and incorporated the effects of the enacted changes in these condensed consolidated financial statements for the period ended March 31, 2026, consistent with ASC 740-10-45-15. The Company continues to evaluate the impact of the OBBBA on its effective tax rate in future periods.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

18. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 10,000,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2026 and December 31, 2025, the Company had 368,957,477 and 205,629,592 shares of common stock issued and outstanding, respectively. In connection with the Company’s redomestication to Texas effective February 2, 2026, the authorized shares of common stock were increased from 500,000,000 to 10,000,000,000 shares, par value $0.001 per share.

Preferred Stock

As of March 31, 2026 and December 31, 2025, the Company had 0 issued and outstanding shares of Series A Preferred Stock.

Common stock issuances during the three months ended March 31, 2026:

On January 5, 2026, the Company issued 100,000 shares of common stock to a consultant in settlement of past services rendered to the Company. The shares had a grant-date fair value of $173,000, all of which was recognized as share-based compensation expense during the three months ended March 31, 2026.

On March 12, 2026, the Company granted stock options to directors, officers and employees to purchase an aggregate of 6,500,000 shares of common stock at an exercise price of $1.01 per share, vesting in four equal annual installments beginning on the first anniversary of the grant date and exercisable for a period of 10 years. The options had an aggregate grant-date fair value of $4,139,717, of which $69,045 was recognized as share-based compensation expense during the three months ended March 31, 2026. The remaining $4,070,672 of unrecognized expense will be recognized on a straight-line basis over the vesting period.

On March 25, 2026, the Company released 856,165 shares of common stock to the Company’s former Chairman of the Board related to his restricted stock which was vested upon his departure from the board of directors. The Company recognized $833,333 as share-based compensation expense during the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company sold 160,981,063 shares under the Cantor Fitzgerald ATM agreement for gross proceeds of $167,576,191 before commissions and offering costs of $5,355,667.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

18. STOCKHOLDERS’ EQUITY (continued)

On March 12, 2026, the Company’s Board authorized an increase of 15,000,000 additional shares of common stock available for issuance under the 2022 Long-Term Incentive Plan.

Equity Awards and Share-Based Compensation

The grant-date fair value of equity-classified awards is recognized as compensation expense on a straight-line basis over the requisite service period of each award, with forfeitures recognized as they occur. The fair value of stock options is estimated using the Black-Scholes option-pricing model; the fair value of restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the grant date. For the three months ended March 31, 2026, the Company used the following weighted-average assumptions in the Black-Scholes model for options granted: expected term of 6.5 years, expected volatility of 107.26%, risk-free rate of 3.93%, and expected dividend yield of 0%.

Summary of Outstanding Warrants

	Number Outstanding		Exercisable		Weighted Average Remaining Term		Classification

Instrument:
Strategic Advisor Warrants		9,917,844		9,917,844		6.4	Equity
Placement Agent Warrants		3,855,822		3,855,822		4.4	Equity
Pre-Funded Warrants		6,646,855		6,646,855		n/a	Equity
Total outstanding		20,420,521

The strategic advisor and placement agent warrant awards were issued as inducement grants, outside of the Company’s equity incentive plan.

The changes in the warrant activity for the period from January 1, 2026 through March 31, 2026 consisted of the following:

SCHEDULE OF CHANGES IN WARRANT ACTIVITY

	Number of Warrants		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding, January 1, 2026		20,420,521	$	1.182		6.1		11,492,312
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited / Expired		-		-		-		-
Outstanding, March 31, 2026		20,420,521	$	1.182		5.9	$	6,174,928
Exercisable, March 31, 2026		20,420,521	$	1.182		5.9	$	6,174,928
Vested and expected to vest, March 31, 2026		20,420,521	$	1.182		5.9	$	6,174,928

The aggregate intrinsic value as of March 31, 2026 is $6,174,928 and is calculated as the difference between the exercise price of the underlying awards and the closing price of the Common Stock, which was $0.93 per share on March 31, 2026.

A summary of the status of nonvested warrants subject to service-based vesting conditions as of and for the three months ended March 31, 2026 is presented below:

	Warrant Activity
	Number of Units			Weighted-Average Grant-Date Fair Value

Nonvested, January 1, 2026		9,917,844		$	1.752
Granted		-			-
Vested		(9,917,844	)		(1.752	)
Forfeited		-			-
Nonvested, March 31, 2026		-		$	-

Summary of Outstanding Options

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

18. STOCKHOLDERS’ EQUITY (continued)

The changes in the stock option activity for the period from January 1, 2026 through March 31, 2026 consisted of the following:

SCHEDULE OF CHANGES IN STOCK OPTION

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding, January 1, 2026		-	$	-		-		-
Granted		6,500,000		1.01		10.0		-
Exercised		-		-		-		-
Forfeited / Expired		-		-		-		-
Outstanding, March 31, 2026		6,500,000	$	1.01		10.0	$	-
Exercisable, March 31, 2026		-	$	-		-	$	-
Vested and expected to vest, March 31, 2026		6,500,000	$	1.01		10.0	$	-

A summary of the status of nonvested stock options as of and for the three months ended March 31, 2026 is presented below:

	Stock Option Activity
	Number of Units		Weighted-Average Grant-Date Fair Value

Nonvested, January 1, 2026		-	$	-
Granted		6,500,000		1.01
Vested		-		-
Forfeited		-		-
Nonvested, March 31, 2026		6,500,000	$	1.01

Summary of Outstanding Restricted Stock and Restricted Stock Units

The Company did not have any outstanding restricted stock and restricted stock units as of March 31, 2026.

A summary of the status of nonvested restricted stock units as of and for the three months ended March 31, 2026 is presented below:

	Restricted Stock Unit Activity
	Number of Units			Weighted-Average Grant-Date Fair Value

Nonvested, January 1, 2026		400,000		$	1.46
Granted		-			-
Vested		(400,000	)		1.46
Forfeited		-			-
Nonvested, March 31, 2026		-		$	-

The Company issued the 400,000 restricted stock units upon vesting.

Share-based compensation expense recognized for the three months ended March 31, 2026 was $5,141,071. The following is a disaggregated breakdown of stock compensation expense for the three months ended March 31, 2026:

	Fair Value		Prior Expensed		For the Three Months Ended March 31, 2026			Unrecognized Expense

Instrument:
Strategic Advisor Warrants	$	11,533,125	$	7,688,800	$	3,844,325		$	-
Restricted Stock		1,250,000		416,667		833,333			-
Stock Options – Former Chairman of Board		273,299		273,299		(273,299	)		-
Restricted Stock Units		584,000		389,333		194,667			-
Stock Issuance		473,000		-		473,000			-
Stock Options		4,139,717		-		69,045			4,070,672
Total	$	18,253,141	$	8,768,099	$	5,141,071		$	4,070,672

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

19. COMMITMENTS AND CONTINGENCIES

Operating Leases. The Company leases certain office space from an entity affiliated through common ownership under an operating lease agreement on a month-to-month basis. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.

For the three months ended March 31, 2026 and 2025, rent expense was $7,697 and $66,699, respectively. Rental payments are expensed in the statements of comprehensive loss.

Consulting Agreement. On September 9, 2025, the Company entered into a consulting agreement with Worldcoin Tower LLC to support the Company’s digital asset treasury strategy. Fees include:

	●	1% of AUM up to $1 billion,
	●	0.5% of AUM between $1–5 billion,
	●	0.25% of AUM above $5 billion,
	●	Milestone payments based on treasury AUM exceeding $2 billion and $20 billion,
	●	A $150,000 setup fee.

The agreement has a five-year initial term with automatic five-year renewal. No equity awards were issued under this agreement. Consulting expense for the three months ended March 31, 2026 was $1,583,496.

Master Loan Agreement. On September 7, 2025, ORB Subsidiary One LLC, a wholly-owned subsidiary of the Company, entered into a Master Loan Agreement providing up to $200 million in short-term financing to facilitate initial WLD purchases for the Company’s digital asset treasury strategy. The loan bears interest at 8% per annum. The Company borrowed approximately $25 million and subsequently repaid the full amount and closed the facility. No equity securities were issued under this agreement.

Employment Agreements

On September 8, 2025, the Company entered into new employment agreements with its Chief Executive Officer, Kevin O’Donnell, and its Chief Financial Officer, Brett Vroman (together, the “Executives”). The agreements provide for one-year terms with an option for the Company to renew each agreement for an additional one-year term.

Chief Executive Officer – Kevin O’Donnell

Under his agreement, Mr. O’Donnell will receive an annualized base salary of $500,000. He is eligible for a one-time cash bonus equal to 175% of base salary ($875,000), payable within thirty days following the twelve-month anniversary of his start date, subject to the achievement of specified milestones, including (i) completion of a PIPE financing, (ii) timely filing of required SEC reports, and (iii) receipt of an unqualified audit opinion for the fiscal year.

Subject to Board approval, Mr. O’Donnell will also receive 400,000 restricted stock units (“RSUs”), which vest in full after six months of continuous service. The RSUs were granted with a grant date fair value of $584,000 and are being recognized as stock-based compensation expense on a straight-line basis over the six-month vesting period. During the three months ended March 31, 2026, the Company recognized $194,667 of stock-based compensation expense related to these RSUs. He is eligible to participate in the Company’s employee benefit plans and will be reimbursed for reasonable business expenses.

Chief Financial Officer – Brett Vroman

Under his agreement, Mr. Vroman will receive an annualized base salary of $350,000. He is eligible for a one-time cash bonus equal to 175% of base salary ($612,500), payable within thirty days following the twelve-month anniversary of his start date, subject to the same performance conditions as Mr. O’Donnell’s incentive bonus. Mr. Vroman will also be eligible to participate in employee benefit plans and receive reimbursement for reasonable business expenses.

On September 9, 2025, the Company entered into Board of Directors Agreements (the “Director Agreements”) with three existing directors: Louis Foreman, Nic Caiano, and Frank Jennings (collectively, the “Directors”). The Director Agreements establish the terms of service, compensation, indemnification, and other obligations applicable to each Director. The agreements became effective on each Director’s respective appointment date. Under the Director Agreements, each Director:

	●	Entitled to an annual cash retainer of $100,000, paid quarterly.
	●	Eligible to receive equity compensation valued at up to $200,000 per year, which may be issued quarterly in the form of common stock, restricted stock, or restricted stock units (“RSUs”) subject to vesting conditions established by the Board. No equity compensation was issued to the Directors under their Agreements during the year ended December 31, 2025.
	●	Eligible for discretionary bonuses in cash or equity at the Company’s sole discretion. No discretionary bonuses were granted to the Directors for the year ended December 31, 2025.
	●	Is entitled to reimbursement for reasonable business expenses and will receive full indemnification, along with coverage under the Company’s directors’ and officers’ liability insurance program.

The Director Agreements also require each Director to comply with confidentiality obligations, fiduciary duties, conflict-of-interest restrictions, and certain termination-related provisions, including automatic resignation from officer positions upon separation.

EIGHTCO HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

20. SEGMENT REPORTING

The Company follows ASC 280, Segment Reporting, and determines its reportable segments based on the internal financial information reviewed by the Chief Executive Officer, who serves as the Company’s Chief Operating Decision Maker (“CODM”). The CODM evaluates the business on a consolidated basis for purposes of assessing performance, making operating decisions, allocating resources, and planning for future periods.

Historically, the Company operated 2two reportable segments: (i) Forever 8, its Inventory Management Solutions business, and (ii) the Corrugated Packaging Business. On April 7, 2025, the Company completed the sale of the assets comprising the Corrugated Packaging Business. Following the divestiture, the Company operates as one business segment, consistent with how the CODM evaluates financial performance and manages resources.

On September 8, 2025, the Company initiated digital asset treasury management activities (“DAT Strategy”) as part of its broader corporate strategy to diversify its cash and liquidity management. These digital asset activities do not constitute a separate operating segment under ASC 280 because:

●

They are not managed as a distinct business unit.

●

No discrete financial information is prepared or reviewed by the CODM for purposes of performance assessment.

●

The CODM reviews digital asset activity only as part of consolidated corporate treasury management.

Accordingly, digital asset treasury management activities are included within Corporate and do not represent a separate operating or reportable segment.

The Company therefore reports as one operating and reportable segment:

●

Forever 8 (Inventory Management Solutions) — the Company’s sole revenue-generating business.

Corporate-level functions consisting primarily of centralized finance, treasury (including DAT-related activities), stock-based compensation, board costs, public company costs, interest expense, income taxes, and other non-operating items are not allocated to the Forever 8 segment. The CODM reviews Forever 8 working capital and operating assets to assess performance. Corporate assets include digital asset holdings, cash not used in Forever 8, goodwill, and other long-term corporate assets, none of which are allocated to operating segments. Segment assets reviewed by the CODM primarily include working capital assets for the Company’s operating business. Digital asset balances are monitored as part of corporate treasury and are not allocated to a segment.

The Company had no intersegment revenues during the periods presented. Segment information is presented in accordance with the manner in which the CODM internally evaluates operating performance and allocates resources.

21. SUBSEQUENT EVENTS

ATM Issuances – Cantor Fitzgerald & Co.

Subsequent to March 31, 2026, and through May 15, 2026, the Company issued an aggregate of 19,054,067 shares of common stock to Cantor Fitzgerald & Co. pursuant to the Company’s At-The-Market Issuance Sales Agreement. Aggregate proceeds from the ATM issuances described above were approximately $19,416,975. The shares were issued pursuant to the Company’s effective shelf registration statement.

Amended and Restated Consulting Agreement

On May 1, 2026, the Company entered into an Amended and Restated Consulting Agreement (the “A&R DACA”) with Worldcoin Tower LLC (the “Consultant”), which amends and restates in its entirety the Consulting Agreement dated as of September 9, 2025, between the Company and the Consultant (the “Original DACA”). Pursuant to the A&R DACA, the Consultant will continue to provide consulting services with respect to the Company’s digital asset treasury strategy and expands the scope of the Consultant’s engagement to a broader “Strategic Asset Strategy” consisting of two components: (1) the Digital Asset Treasury Strategy, which remains focused on accumulating digital assets, and (2) a new Strategic Investment Strategy, which is focused on deploying capital to invest in emerging companies. The A&R DACA also updates the applicable fee structure, whereby the Company will pay the Consultant a consulting fee equal to 1.00% per annum of assets under management (“AUM”), which includes both Treasury Assets and Investment Assets. The Consultant is also able to earn certain one-time incentive milestone payments upon AUM first reaching $1 billion, $5 billion and $10 billion, respectively, and in each case payable in cash or shares of the Company’s common stock. The other material terms of the A&R DACA remain substantially unchanged from the Original DACA.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Unless otherwise indicated, the terms “we,” “us,” “our,” “Eightco,” and the “Company” refer to Eightco Holdings Inc. together with its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

This section contains forward-looking statements within the meaning of the federal securities laws, including statements regarding our strategy, plans, future financial performance, liquidity, and capital allocation framework. These statements involve risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause such differences are discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report, as well as under “Risk Factors” in this Quarterly Report and in our most recent Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statements except as required by law.

Overview

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 Strategy under which Eightco holds digital assets, primarily Worldcoin (WLD), as part of a long-term treasury reserve framework. Under this policy, we may allocate excess liquidity, operating cash flows, and proceeds from financing transactions to the acquisition of digital assets.

This strategy reflects a dual-pillar model combining (i) the operating performance of Forever 8, and (ii) long-term digital asset holdings designed to enhance our capital base and provide shareholders with exposure to emerging decentralized technologies.

Rationale for Strategy

Key factors underlying the DAT Strategy include:

	●	The growth and potential of the Worldcoin ecosystem
	●	The belief that certain digital assets may serve as long-term stores of value
	●	The ability to report digital assets at fair value under ASU 2023-08
	●	Opportunities for differentiated long-term returns
	●	The availability of capital to scale a treasury strategy of meaningful size
	●	Management expects digital assets to remain a significant component of our long-term capital allocation framework.

Capital Raising Activities

During the quarter ended March 31, 2026, we completed substantial financing transactions to support the DAT Strategy:

●

We generated additional proceeds through our at-the-market (“ATM”) equity offering program.

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

Digital Asset Acquisitions

Our holdings consist primarily of:

	●	Worldcoin (WLD)

	●	Ethereum (ETH)

●

U.S. dollar-denominated stablecoins

●

Other digital assets used for liquidity management, trade settlement, or operational purposes

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

Custody, Concentrations and Transfer Restrictions

As of March 31, 2026, 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:

	●	Digital assets are presented at fair value on our balance sheets
	●	Unrealized gains and losses from price fluctuations flow through earnings
	●	Earnings may be more volatile due to digital asset market movements
	●	Historical impairment-only accounting no longer applies

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.

Critical Accounting Policies and Significant Judgments and Estimates

There were no material changes to our critical accounting policies during the three months ended March 31, 2026, other than the adoption of ASU 2023-08, which requires eligible crypto assets to be measured at fair value with changes recognized in net income. Our significant accounting policies are described in Note 2 to the condensed consolidated financial statements included in this Quarterly Report and in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Key Components of our Results of Operations

Revenues

We generate the substantial majority of our revenues from inventory financing and inventory management services through our wholly owned subsidiary, Forever 8. Our revenues are primarily derived from the purchase and resale of consumer products to e-commerce retailers under our inventory management solutions model. Following the adoption of our Digital Asset Treasury (“DAT”) strategy in September 2025, the Company does not expect to generate revenue from digital asset activities.

Cost of Revenues

Cost of revenues includes the cost of purchased inventory, materials and supplies, internal labor and related benefits, subcontractor costs, depreciation, overhead, and shipping and handling costs. These costs are directly associated with our Forever 8 inventory management activities. We no longer incur costs related to the purchase or resale of Bitcoin mining equipment, as this line of business is no longer pursued.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include selling and marketing costs, payroll and employee-related expenses, administrative expenses, professional fees, insurance, technology and software costs, and other overhead required to support both our Forever 8 operations and our corporate infrastructure. SG&A also includes expenses associated with supporting the Digital Asset Treasury function, including custodial fees, compliance costs, and professional services related to digital asset oversight.

Restructuring and Severance Expenses

Restructuring and severance expenses consist of costs associated with organizational changes, including employee severance, benefits continuation, contract termination costs, and costs associated with facility consolidations or other restructuring activities. These expenses vary depending on management’s strategic initiatives. No restructuring or severance costs were incurred during the periods presented.

Interest Expense and Income, Net

Interest expense reflects the cost of borrowings under our lines of credit and other financing arrangements used to support our Forever 8 inventory-financing activities. Interest income primarily includes earned interest on notes receivable and cash-equivalent investments, as well as yield earned on short-term instruments.

Change in Fair Value of Digital Assets

Beginning in September 2025, following the deployment of our Digital Asset Treasury strategy, the Company holds digital assets measured at fair value in accordance with ASU 2023-08. Changes in the fair value of digital assets including both realized and unrealized gains and losses are recognized in earnings in the period in which they occur. Because the DAT is not a revenue-generating activity, changes in fair value represent a key driver of period-over-period volatility in our results of operations.

Gain on Divestiture

Gain on divestiture represents gains recognized in connection with the sale of assets. This includes the gain recognized on the sale of the Ferguson Containers corrugated packaging business on April 7, 2025.

Gain on Extinguishment of Liabilities

Gain on extinguishment of liabilities includes gains recognized when outstanding liabilities are settled for amounts less than their carrying value, or when obligations are legally extinguished.

Other Income

Other income includes the interest income received from the Wattum Note and Reichard Containers Note.

Results of Operations

Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025

The following table sets forth information comparing the components of net (loss) income from continuing operations for the three months ended March 31, 2026 and 2025:

	Three Months Ended March 31,						Period over Period Change
	2026			2025			$			%

Revenues, net	$	7,561,965		$	9,913,987		$	(2,352,022	)		-23.7	%
Cost of revenues		7,346,704			9,100,728			(1,754,024	)		-19.3	%
Gross profit		215,261			813,259			(597,998	)		-73.5	%

Operating expenses:
Selling, general and administrative		10,728,546			2,229,425			8,499,121			381.2	%
Restructuring and severance		-			-			-			0.0	%
Total operating expenses		10,728,546			2,229,425			8,499,121			381.2	%
Operating loss		(10,513,285	)		(1,416,166	)		(9,097,119	)		-642.4	%

Other (expense) income:
Interest income (expense)		(276,718	)		(1,288,804	)		1,012,086			78.5	%
Gain on divestiture		-			-			-			0.0	%
Gain on extinguishment of liabilities		870,000			-			870,000			100.0	%
Change in fair value of digital assets		(66,501,874	)		-			(66,501,874	)		-100.0	%
Gains on disposal of short-term investments		6,019			-			6,019			100.0	%
Other income		279,954			21,898			258,056			1,178.5	%
Total other income (expense), net		(65,622,619	)		(1,266,906	)		(64,355,713	)		-5,213.9	%
Income (loss) before income taxes		(76,135,904	)		(2,683,072	)		(73,452,832	)		-2,737.6	%
Income tax expense (benefit)		-			(28,793	)		28,793			100.0	%
Net income (loss) from continuing operations		(76,135,904	)		(2,654,279	)		(73,481,625	)		-2,768.4	%
Net income (loss) from discontinued operations		-			105,553			(105,553	)		-100.0	%
Net income (loss)	$	(76,135,904	)	$	(2,548,725	)	$	(73,587,178	)		-2,887.2	%

Revenue

For the three months ended March 31, 2026, revenues were $7,561,965, representing a decrease of $2,352,022, or 23.7%, compared to revenues of $9,913,987 for the three months ended March 31, 2025. The decrease reflects cancellation of certain agreements with customers and reduced order volumes from certain customers as the Company exited its liquidation-model operations and is in the process of winding down relationships where we previously were operating customer storefronts to mitigate losses.

Cost of Revenues

Cost of revenues was $7,346,704 for the three months ended March 31, 2026, compared to $9,100,728 for the three months ended March 31, 2025, a decrease of $1,754,024, or 19.3%. The decrease correlates to the reduction in volumes described above.

Gross Profit

Gross profit decreased to $215,261 for the three months ended March 31, 2026, compared to gross profit of $813,259 for the three months ended March 31, 2025, a decline of $597,998, or 73.5%. The decrease was primarily driven by the decrease in revenues.

Operating Expenses

Selling, general and administrative (“SG&A”) expenses were $10,728,546 for the three months ended March 31, 2026, compared to $2,229,425 for the three months ended March 31, 2025, an increase of $8,499,121, or 381.2%.

The increase was attributable to:

	●	Higher professional fees and advisory costs incurred in connection with the Company’s capital raising and the implementation of its Digital Asset Treasury strategy;
	●	Increased compensation and corporate overhead required to support expanded operations, including share-based compensation; and
	●	Higher technology, compliance, and custodial-related costs associated with digital asset oversight.

The Company did not incur restructuring or severance expenses in either period.

Interest Expense

Net interest expense totaled $(276,718) for the three months ended March 31, 2026, compared to $(1,288,804) for the three months ended March 31, 2025, a decrease of $1,012,086, or 78.5%, reflecting lower average borrowings on the Company’s financing facilities.

Gain on Extinguishment of Liabilities

The Company recognized a gain on extinguishment of liabilities of $870,000 for the three months ended March 31, 2026. The gain on extinguishment of liabilities was related to fulfilling the terms of settlement agreements for past rents and severances. There was no comparable activity in the prior-year period.

Change in Fair Value of Digital Assets

The Company recognized a loss of $(66,501,874) related to fair value changes of its digital asset holdings during the three months ended March 31, 2026. The Company did not hold digital assets during the comparable 2025 period.

Other Income

Other income increased to $279,954 for the three months ended March 31, 2026, from $21,898 in the prior-year period, an increase of $258,056, primarily due to addition of the Reichard Corrugated Note.

Income (Loss) Before Income Taxes

Loss before income taxes was $(76,135,904) for the three months ended March 31, 2026, compared to $(2,683,072) for the three months ended March 31, 2025. The increased loss is primarily attributable to the adoption of the Digital Asset Treasury strategy and the resulting fair value losses recognized during the period, as well as lower gross profit and higher SG&A expenses, as well as asset write-downs related to the exit from the liquidation business model for Forever 8.

Income tax expense

Income tax expense was $0 for the three months ended March 31, 2026, compared to an income tax benefit of $(28,793) for the three months ended March 31, 2025. The Company continues to maintain a full valuation allowance on its net deferred tax assets.

Net income (loss)

Net loss from continuing operations was $(76,135,904) for the three months ended March 31, 2026, compared to $(2,654,279) for the three months ended March 31, 2025. Net loss from discontinued operations was $0 for the three months ended March 31, 2026, compared to net income from discontinued operations of $105,553 for the three months ended March 31, 2025. Total net loss was $(76,135,904) for the three months ended March 31, 2026, compared to $(2,548,725) for the three months ended March 31, 2025.

Liquidity and Capital Resources

Overview

Eightco Holdings Inc. funds its operations through a combination of equity and debt financing, including proceeds from its At-The-Market (“ATM”) offering program, private placement transactions, and borrowings under its line of credit facility. These proceeds were deployed primarily into the Company’s Digital Asset Treasury and strategic investments.

As of March 31, 2026, the Company had cash and cash equivalents of $7,546,486, compared to $58,501,108 as of December 31, 2025. In addition to cash, the Company held digital assets at fair value of $175,309,890 as of March 31, 2026. Combined cash and digital assets were approximately $182.9 million as of March 31, 2026. Total assets of $340,632,698 at March 31, 2026, and total liabilities of $18,304,512, resulting in total stockholders’ equity of $322,328,186 at March 31, 2026.

Outstanding debt as of March 31, 2026 consisted of $8,725,000 under the Company’s lines of credit and $400,000 under lines of credit with related parties, for a total outstanding lines of credit of $9,125,000. Outstanding debt as of December 31, 2025 consisted of $8,150,000 under the Company’s lines of credit and $2,590,000 under lines of credit with related parties, for a total outstanding lines of credit of $10,740,000, as reported in our Annual Report on Form 10-K. The lines of credit bear interest at rates ranging from 12% to 18% and are collateralized by the inventory of the Company.

The sale of the Ferguson Containers corrugated packaging business was completed on April 7, 2025. The Company received $557,835 in cash proceeds at closing plus a $2.5 million seller note receivable, and the buyer assumed certain liabilities. The divestiture generated a gain of $1,231,774 and eliminated the operating overhead associated with that business segment.

Liquidity Profile

As of March 31, 2026, our liquidity resources consisted of $7.5 million of cash and cash equivalents, $32.5 million of short-term investments (consisting of U.S. government securities and money market funds), and $75.5 million of U.S. dollar-denominated stablecoins, for total near-cash liquidity of approximately $115.6 million. We also held an additional $99.8 million of other digital assets (primarily Worldcoin (WLD) and Ethereum (ETH)), which are subject to market price volatility. We actively manage working capital by converting stablecoins and, when appropriate, other digital assets to U.S. dollars to meet operating needs. During the three months ended March 31, 2026, we used $4.7 million of cash in operating activities, or approximately $1.6 million per month. Substantially all of our reported $76.1 million net loss for the quarter consisted of non-cash items, including a $66.5 million unrealized loss on digital assets and $5.1 million of non-cash share-based compensation. Based on our current operating cash use, we believe our near-cash liquidity is sufficient to fund our operating cash needs for substantially in excess of the next 12 months, before consideration of additional capital that may be raised under our at-the-market equity offering program or monetization of our other digital asset and strategic investment holdings.

Sources of Liquidity

ATM Program

We raised additional capital during the quarter under our ATM program. Proceeds were used to acquire digital assets and fund working capital needs.

Forever 8 Credit Facilities (Series A, B, C, and D)

Forever 8 continues to rely on its secured inventory financing facilities (the “Forever 8 Facilities”), which remain active. As of March 31, 2026, we had approximately $9.1 million outstanding and unused availability of approximately $2.0 million under the Forever 8 Facilities, subject to borrowing base and other conditions.

In the aggregate, these facilities provide:

	●	Interest rates ranging from 15% to 18% per annum
	●	Unused commitment fees of approximately 5% per annum
	●	A revolving draw structure through “Initial Loan Advances” and “Subsequent Draws” from lender-controlled escrows
	●	Collateral in the form of Forever 8 inventory, equipment, and related proceeds

As of March 31, 2026, Forever 8 had approximately $9.1 million outstanding under these facilities to support ongoing inventory purchases.

Digital Assets as Liquidity

Certain digital assets, particularly U.S. dollar-denominated stablecoins, function as near-cash liquidity sources and may be converted to U.S. dollars as needed.

Uses of Liquidity

Digital Asset Purchases

We deploy a substantial portion of ATM proceeds to acquire digital assets. As of March 31, 2026, we held digital assets at fair value of approximately $175.3 million, consisting primarily of Worldcoin (WLD), Ethereum (ETH), and U.S. dollar-denominated stablecoins. These assets are measured at fair value under ASU 2023-08, with changes recognized in net income, and are custodied with institutional-grade providers, including Kraken, Coinbase, and FalconX.

Strategic Private Company Investments

We also deploy liquidity into strategic equity investments in frontier technology companies as part of our long-term capital allocation strategy. In March 2026, we invested $92.6 million in indirect beneficial interests in OpenAI preferred stock, which represents approximately 30% of our total treasury position. We also invested approximately $18 million in Beast Industries, the business platform of content creator MrBeast. An additional $7 million capital commitment was callable through May 9, 2026, at which point the call period expired without being exercised. Additionally, in October 2025, we invested approximately $1 million in Series D Preferred Stock of Mythical, Inc., a developer of blockchain-based video game ecosystems.

Forever 8 Inventory Funding

Forever 8 uses liquidity to support inventory purchasing activities on behalf of e-commerce merchants. These requirements are funded through:

	●	Operating cash flows
	●	Digital asset conversions
	●	Borrowings under the Forever 8 Facilities

Operating and Corporate Needs

Liquidity is also used to support routine corporate expenses, personnel, professional fees, vendor obligations, and other working capital needs.

Digital Asset Volatility

During Q1 2026, we recognized net losses of approximately $66.5 million related to changes in the fair value of digital assets, which materially affected reported results and may impact future liquidity planning given price volatility. Although our $115.6 million of near-cash liquidity (consisting of cash, short-term investments, and stablecoins) is not directly subject to WLD or ETH price movements, a sustained decline in the price of WLD or ETH would reduce the realizable value of our remaining $99.8 million of digital asset holdings and would limit the total liquidity available from our digital asset portfolio. We continue to monitor digital asset market conditions and may adjust our treasury strategy as appropriate.

Subsequent Events Affecting Liquidity

Subsequent to March 31, 2026, we issued 19,054,067 shares under our ATM for proceeds of approximately $19.4 million. We also amended our consulting agreement to provide for a flat consulting fee equal to 1% of AUM across treasury and investment assets, which will affect cash outflows over the next 12 months. See Note 21 — Subsequent Events for additional information.

Future Liquidity Considerations

Our liquidity in future periods will be influenced by:

	●	The fair value of digital assets held under the DAT Strategy
	●	Market conditions affecting potential capital raises
	●	Working capital needs of Forever 8
	●	Digital asset market liquidity and volatility
	●	Regulatory developments affecting digital asset custody, trading, and classification
	●	Broader macroeconomic conditions impacting e-commerce demand

Based on current assumptions and our existing near-cash liquidity of approximately $115.6 million, our other digital asset and strategic equity investment holdings, our continued access to capital through our at-the-market equity offering program, and our currently anticipated operating cash use of approximately $1.6 million per month, we believe our liquidity resources are sufficient to support both our operating business and Digital Asset Treasury Strategy for at least the next twelve months.

Cash Flows

Since inception, Eightco and its subsidiaries have primarily used its available cash to fund its operations. The following table sets forth a summary of cash flows for the periods presented:

	For the Three Months Ended March 31,
	2026			2025
Cash (used in) provided by:
Operating Activities	$	(4,691,568	)	$	999,824
Investing Activities		(209,008,951	)		(44,647	)
Financing Activities		162,745,897			(759,937	)
Net increase (decrease) in cash and restricted cash	$	(50,954,622	)	$	195,240

Cash Flows for the Three Months Ended March 31, 2026 and 2025

Operating Activities

Net cash used in operating activities was $(4,691,568) during the three months ended March 31, 2026, which consisted primarily of the net loss of $(76,135,904), offset by noncash items including the change in fair value of digital assets of $66,501,874, share-based compensation of $5,141,071, depreciation and amortization of $5,102, and a gain on disposal of $(5,949). Changes in assets and liabilities used cash of $(197,762), primarily reflecting a decrease in accrued expenses and other current liabilities of $(1,244,749) and an increase in accounts receivable of $(34,254), partially offset by a decrease in prepaid expenses and other current assets of $706,642, a decrease in inventories of $325,798, and an increase in accounts payable of $48,801.

Net cash provided by operating activities was $999,824 during the three months ended March 31, 2025, which consisted primarily of the net loss of $(2,548,725), offset by noncash items including depreciation and amortization of $612,664 (continuing and discontinued operations) and amortization of debt issuance costs of $250,000. Changes in assets and liabilities provided cash of $2,685,885, primarily reflecting decreases in inventories of $1,852,604 and accounts receivable of $978,029, and an increase in accrued expenses and other current liabilities of $180,856, partially offset by a decrease in accounts payable of $(450,667), an increase in prepaid expenses and other current assets of $254,118, and changes in discontinued operations of $(129,055).

Investing Activities

Net cash used in investing activities was $(209,008,951) during the three months ended March 31, 2026, compared to $(44,647) for the three months ended March 31, 2025. The increase in net cash used in investing activities is largely attributable to purchases of investments of $(336,039,104) and purchases of digital assets of $(65,910,119) in connection with the implementation of the Company’s Digital Asset Treasury strategy, partially offset by proceeds from the sale of investments of $192,902,626 and repayments of principal under loans held-for-investment of $37,646.

Financing Activities

Net cash provided by financing activities was $162,745,897 during the three months ended March 31, 2026, compared to net cash used in financing activities of $(759,937) for the three months ended March 31, 2025. The change was largely attributable to net proceeds from the issuance of common stock of $165,360,897 generated through the Company’s ATM program, partially offset by a $1,000,000 prepayment under a contract to repurchase and cancel shares of our common stock in a future period and net repayments under the line of credit of $1,615,000. Net proceeds from the issuance of common stock reflect gross ATM proceeds of $167.6 million, reduced by $2.2 million of cash offering costs paid during the quarter and an additional $3.1 million of offering costs incurred during the quarter remained accrued and unpaid as of March 31, 2026 and are reflected as a non-cash item in the supplemental disclosure of cash flow information.

During the quarter ended March 31, 2026, the Company had an unfunded capital commitment of approximately $7 million to Beast Industries, which was committed for a period of 60 days following the Company’s initial investment. While not a variable interest or structured entity, this commitment represents a contractual obligation that, if called, would have had an impact on liquidity. The applicable period of the commitment expired on May 9, 2026.

Known Trends, Events, Uncertainties and Factors That May Affect Future Operations

Our results and liquidity may be materially affected by:

	●	Digital asset market volatility, including price, volume, and spreads for WLD and other tokens;
	●	Regulatory developments affecting custody, stablecoins, or exchange operations and their impact on access, withdrawals, or pricing;
	●	Custodian concentration and counterparty risk, including operational incidents, solvency, or cybersecurity;
	●	Capital markets conditions impacting our ability to raise additional equity via PIPE or ATM transactions;
	●	Interest rate levels influencing borrowing costs under the Forever 8 Facilities and customer demand for inventory financing; and
	●	Macro factors (consumer demand, e-commerce trends, geopolitics, inflation, and credit availability).

Contractual Obligations and Commitments

The Company has no debt covenants that require certain financial information to be met. The following summarizes our material cash requirements as of March 31, 2026:

Unfunded Capital Commitment. As of March 31, 2026, we had an unfunded capital commitment of approximately $7 million to Beast Industries, which was able to be called within 60 days of our initial investment and expired on May 9, 2026.

Consulting Fees. Under the Amended and Restated DACA, we are obligated to pay a consulting fee equal to 1% per annum of assets under management. Based on current AUM levels, we expect cash consulting fees of approximately $2.5 million to $3.5 million over the next 12 months.

Credit Facility Interest and Fees. Based on current borrowing levels and interest rates ranging from 12% to 18%, we expect interest expense and commitment fees under our credit facilities of approximately $1.2 million to $1.5 million over the next 12 months.

Critical Accounting Policies and Significant Judgments and Estimates

This discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s combined financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. In accordance with U.S. GAAP, the Company bases its estimates on historical experience and on various other assumptions the Company believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

For information on the Company’s significant accounting policies please refer to Note 2 to the Company’s Financial Statements included in this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide certain Item 305 disclosures. There have been no material changes from our year-end market risk profile.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of such period covered by this Quarterly Report, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information that it is required to disclose in reports that the Company files with the SEC is recorded, processed, summarized and reported within the time periods specified by the Exchange Act rules and regulations due to the reasons set forth below.

As of December 31, 2025, management identified the following material weakness in our internal control over financial reporting: the Company was unable to provide a timely financial reporting package in connection with the year end audit. This was primarily the result of the Company’s limited accounting personnel. This also limits the extent to which the Company can segregate incompatible duties and has a lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected. There is a risk under the current circumstances that intentional or unintentional errors could occur and not be detected.

Management has concluded that the material weakness described above currently exists as of March 31, 2026. We continue to remediate the material weakness identified as of December 31, 2025, which persisted at March 31, 2026. During Q4 2025 and into 2026 we are: (i) augmenting accounting resources (including SEC reporting and technical accounting) to improve the timeliness and quality of period-end close; (ii) formalizing and documenting key controls over the financial close, including reconciliations, review controls, and segregation of duties; (iii) implementing enhanced IT-dependent manual controls to support completeness and accuracy of reports used in controls; and (iv) planned engagement of external advisors during the second half of 2026 to assist with design, implementation, and testing of internal controls.

Changes in Internal Control over Financial Reporting

Other than (i) the remediation actions described above, there were no other changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended March 31, 2026.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company is party to legal actions that are routine and incidental to its business. However, based upon available information and in consultation with legal counsel, management does not expect the ultimate disposition of any or a combination of these actions to have a material adverse effect on the Company’s assets, business, cash flow, condition (financial or otherwise), liquidity, prospects and/or results of operations.

ITEM 1A. RISK FACTORS

An investment in our securities involves certain risks. Before deciding to invest in our common stock, you should consider carefully the following discussion of risks and uncertainties affecting us and our securities, together with other information in this Quarterly Report. Our business, business prospects, financial condition or results of operations could be seriously harmed as a result of these risks. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial, also may materially and adversely affect our business, financial condition and results of operations. Please also read carefully the section above entitled “Cautionary Note Regarding Forward-Looking Statements.”

Other than as set forth below, there have been no material changes to the “Risk Factors” disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. The risk factors below supplement, and to the extent inconsistent supersede, the risk factors set forth in our Annual Report.

Risks Related to Our Strategic Investments

Our strategic investment portfolio is concentrated in a small number of privately held companies, and a decline in the value of, or total loss with respect to, any single investment could materially adversely affect our financial condition and results of operations.

During the three months ended March 31, 2026, we deployed approximately $110.6 million of capital into strategic equity investments, including approximately $92.6 million in OpenAI and approximately $18.0 million in Beast Industries, in addition to our prior $1.0 million investment in Mythical Games. These three positions collectively represent a substantial portion of our non-digital-asset balance sheet, and we currently intend to continue to deploy material amounts of capital into similarly concentrated positions over time. We have not adopted formal diversification limits with respect to our strategic investments, and we may make additional concentrated investments in the future. Because our strategic investment portfolio is concentrated in a limited number of issuers, a decline in the value of, or a total loss with respect to, any single investment could have a material adverse effect on our financial condition, results of operations, and the market price of our common stock.

Our strategic equity investments are highly illiquid, and we may be unable to sell, transfer, or otherwise monetize these investments when desired, or at all.

Our strategic investments are in privately held companies whose securities are not currently traded on any public market. These investments are subject to substantial transfer restrictions, including rights of first refusal, co-sale rights, lock-up provisions, and consent requirements imposed by the issuer, its board of directors, or other equity holders. In certain cases, our economic interest is held indirectly through special purpose vehicles or similar pooled investment structures that impose additional transfer and redemption restrictions. As a result, we may be unable to liquidate our strategic investments on a timely basis, without significant cost, at the carrying value reflected in our financial statements, or at all. Even if a portfolio company conducts an initial public offering or is acquired, our ability to realize value may be delayed by contractual restrictions, during which time the value of our position could decline materially. The illiquidity of these investments may also limit our ability to access capital from these holdings to fund operations or meet other obligations.

We account for our strategic investments under the measurement alternative permitted by ASC 321, which may result in carrying values that do not reflect current fair value and may expose us to material impairment charges.

We account for our strategic equity investments in privately held companies that do not have readily determinable fair values under the measurement alternative permitted by ASC 321, Investments — Equity Securities. Under this method, we initially record investments at cost and subsequently adjust the carrying value only upon observable price changes in orderly transactions for identical or similar securities of the same issuer, or upon recognition of an impairment. Between observable transactions, the carrying value of an investment may not reflect its current fair value, which could be materially higher or lower than the amount reported on our balance sheet. If we identify an indicator of impairment, we are required to estimate fair value and, if the estimated fair value is less than the carrying value, recognize an impairment charge equal to the difference. Indicators of impairment may include a significant deterioration in a portfolio company’s earnings performance, financial condition, or business prospects; a significant adverse change in the regulatory, economic, or technological environment; a bona fide offer to purchase or sell the investment at an amount less than the carrying value; or factors raising significant concerns about the issuer’s ability to continue as a going concern. The recognition of an impairment charge, or a series of impairment charges, could have a material adverse effect on our results of operations in the period recognized. The absence of frequent observable transactions for our portfolio company securities may also delay the recognition of declines in value, resulting in carrying values that overstate the actual realizable value of these investments.

As a minority investor, we have limited information rights and little or no governance control with respect to the issuers of our strategic investments, and we depend on the management teams of our portfolio companies.

As a minority investor in privately held companies, we generally do not have voting board representation or substantive governance influence with respect to the companies underlying our strategic investments. Our information rights are typically limited to those provided by the issuer’s organizational documents, our investment agreements, or applicable law, and may not include audited financial statements, detailed operating metrics, or timely updates on material developments at the portfolio company. We rely on the management teams of our portfolio companies to operate those companies, make strategic decisions, manage capital, and report financial and operating results to investors. We have very little to no ability to direct or influence operating decisions at these companies. Any management failure, strategic misstep, governance failure, fraud, or other adverse development at a portfolio company could result in a material decline in or loss of our investment, and we may not become aware of such developments on a timely basis.

Certain of our strategic investments are held through special purpose vehicles or similar pooled investment structures, which subject us to additional risks beyond those of the underlying portfolio company.

In certain cases, our economic exposure to a portfolio company is held indirectly through a special purpose vehicle, fund-of-one structure, or similar pooled investment vehicle managed by a third party rather than through direct equity ownership of the portfolio company. These structures may subject us to additional risks not present in a direct equity investment, including management, administrative, and performance fees payable to the sponsor or general partner, which reduce our net returns; limited or no governance rights with respect to the investment vehicle itself; restrictions on transfer or redemption of our interests in the vehicle; the risk that the vehicle’s sponsor or manager fails to perform its obligations, becomes insolvent, or engages in conduct adverse to our interests; reliance on the vehicle for information about the underlying portfolio company, which may be less timely or complete than direct issuer disclosures; and potential adverse tax consequences. The failure of an investment vehicle, or adverse conduct by its sponsor or manager, could result in a loss of all or substantially all of our investment, even if the underlying portfolio company performs well. Where our economic exposure to a portfolio company is held through a multi-tier investment structure, information about the underlying portfolio company may flow through multiple intermediaries before reaching us, which may further delay or limit our ability to evaluate the performance of the investment.

A substantial portion of our balance sheet is invested in illiquid digital assets and strategic equity investments, which may limit our ability to fund operations or respond to adverse developments without additional financing.

A substantial portion of our total assets consisted of digital asset holdings and illiquid strategic equity investments, while our recurring operating cash flows have been negative. Our ability to fund operations, repay indebtedness, or otherwise meet our obligations depends in part on our ability to monetize digital assets at acceptable prices, which is subject to market volatility; realize value from our strategic equity investments, which are illiquid and may not be saleable when needed; and access additional financing through our at-the-market equity offering program or other capital markets transactions. The availability and cost of capital markets financing depend significantly on prevailing market conditions, including the trading price and volume of our common stock and broader equity capital markets sentiment, and such financing may not be available on favorable terms or at all. A decline in the market price of our common stock could reduce the amount of capital we can raise on favorable terms through our at-the-market program and sales of our common stock at lower per share prices would result in greater rates of dilution to existing stockholders. If we are unable to monetize portions of our digital assets, realize value from strategic equity investments, or access capital markets on acceptable terms, we may be required to delay or otherwise curtail planned investment activity, reduce operating expenditures, sell assets at unfavorable prices, or on unfavorable terms, or pursue alternative financing on adverse terms, any of which could have a material adverse effect on our business, financial condition, and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the three months ended March 31, 2026.

The Company did not repurchase any of its equity securities during the period.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2026, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit No.		Description

2.1		Plan of Conversion (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed February 5, 2026).

3.1		Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 5, 2026).

3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed February 5, 2026).

10.101		Form of Amendment to Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 5, 2026).

31.1*		Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: May 15, 2026

	EIGHTCO HOLDINGS INC.

	By:	/s/ Kevin O’Donnell
	Name:	Kevin O’Donnell
	Title:	Chief Executive Officer

	EIGHTCO HOLDINGS INC.

	By:	/s/ Brett Vroman
	Name:	Brett Vroman
	Title:	Chief Financial Officer

Eightco Holdings Inc. 10-Q