Eightco Holdings Inc.

EX-99.1 · ex99-1.htm

EX-99.1
 3
 ex99-1.htm
 EX-99.1

 Exhibit
99.1

 Eightco
Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $406 Million, Includes OpenAI, Beast Industries, More Than 16,000 ETH
and Over 283 Million WLD Tokens

 Eightco
treasury composition as of June 10, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 16,278 ETH, 283 million WLD holdings,
and $142M cash and equivalents, totaling approximately $406 million

 OpenAI
announced that it submitted a confidential S-1, setting itself up for an initial public offering

 World
offers a solution to the ‘double human’ problem in a world proliferating with deepfakes

 Eightco
provides indirect exposure to some of the most innovative private companies including OpenAI and Beast Industries

 EASTON,
Pa., June 11, 2026 /PRNewswire/ Eightco Holdings Inc. (NASDAQ: ORBS) (“Eightco” or the “Company”) today provided
an update on its total holdings, highlighting its unique position across digital assets and strategic investments in leading private
technology companies.

 As
of June 10, 2026, at 4:30 p.m. ET, ORBS’ holdings include a $90 million investment (indirectly, through SPVs) in OpenAI, an $18
million funded investment in Beast Industries, a $1 million investment in Mythical Games, 283,452,700 Worldcoin (WLD) at $0.45 per WLD
(per Coinbase), 16,278 Ethereum (ETH), and approximately $142 million in total cash and stablecoins, for total holdings of approximately
$406 million.

 Top
AI Headlines Driving the News:

 ORBS
management believes the Company’s treasury portfolio holds some of the most critical components for the future AI and digital financial
system. Among the holdings, key highlights in recent weeks are:

 ● It
 was recently reported that hackers can potentially use AI to extract fingerprints from posted
 images of people taking peace-sign selfies. Using photo-editing software and AI tools, fingerprint
 ridges can become enhanced and visible in hi-res images ( The New York Post ). With
 the proliferation of advanced AI tools, Tools For Humanity’s Orb devices become increasingly
 more important to prove humanness.

 ● On
 June 8th, OpenAI announced that it submitted a confidential S-1, setting itself up for an
 initial public offering ( OpenAI ).

 “A
future OpenAI IPO will allow public investors to own a direct stake in one of the most important companies driving the AI transformation,”
said Thomas “Tom” Lee, Board Member of Eightco. “ORBS, through its current holdings of indirect interests in the equity
of OpenAI, enables investors exposure to OpenAI prior to any public offering.”

 Eightco:
Exposure to key mega-trends

 Eightco
is built around three mega-trends the Company expects to shape the next decade of innovation: artificial intelligence, digital identity,
and the creator economy, with positions in each trend through indirect investment in OpenAI (22% of ORBS’ treasury holdings), Worldcoin
(32%), and Beast Industries (4%).

 Artificial
Intelligence — OpenAI

 Eightco
has invested approximately $90 million in special purpose vehicles with exposure to equity interests in the parent company of OpenAI,
representing approximately 22% of treasury assets, one of the highest disclosed concentrations of any listed vehicle.

 ChatGPT,
OpenAI’s consumer app, is the #1 consumer AI app worldwide ( Sensor Tower ) and crossed 900 million weekly active users in
February 2026, making it the fastest-scaling consumer technology in history ( UBS via Reuters ).

 Digital
Identity — WLD Token

 Eightco
holds over 283 million WLD, approximately 8.4% of circulating supply, the largest publicly disclosed institutional position globally
and approximately 32% of the Eightco treasury’s assets.

 Worldcoin
is the native token of World, a global Proof of Human network built by Tools for Humanity (co-founded by Sam Altman and Alex Blania)
and stewarded by the World Foundation. Its Orb devices issue a privacy-preserving World ID that verifies a user is a unique human, not
an AI agent.

 Under
World’s announced business model , applications pay per-verification fees while end-user verification remains free, with
both credential issuers and the World protocol monetizing verified-human authentication. World identifies a $6.35 trillion combined addressable
revenue opportunity across 13 industries spanning banking, e-commerce, gaming, social media, and agentic AI (per Tools for Humanity).

 Creator
Economy — Beast Industries

 Eightco
has invested $18 million in Beast Industries equity, approximately 4% of treasury assets.

 Beast
Industries operates one of the largest direct-to-consumer reach footprints in the world, with a combined 500 million-plus follower base
across platforms, anchored by MrBeast as the most-watched person on YouTube globally. As AI commoditizes content production, distribution
and audience trust become increasingly scarce assets.

 About
Eightco Holdings Inc.

 Eightco
Holdings Inc. (NASDAQ: ORBS) is a publicly traded company executing a first-of-its-kind Worldcoin (WLD) treasury strategy, providing
investors single-ticker indirect exposure to three of the defining trends of this cycle: artificial intelligence through its indirect
investment in OpenAI, digital identity through its position as the largest public holder of WLD and the Proof of Human protocol, and
the creator economy through its equity stake in MrBeast’s Beast Industries. Backed by leading institutional investors including
Bitmine Immersion Technologies Inc. (NYSE: BMNR), MOZAYYX, World Foundation, CoinFund, Discovery Capital Management, FalconX, Payward/Kraken,
Pantera, and GSR, Eightco is building the infrastructure layer for human verification in the agentic AI era.

 For
more information:

 X:
@iamhuman_orbs

 Website:
8co.holdings

 Frequently
Asked Questions

 What
is ORBS stock?

 Eightco
Holdings Inc. (NASDAQ: ORBS) is a publicly traded company on Nasdaq. ORBS provides indirect exposure to: OpenAI and Beast Industries.

 Who
owns the most Worldcoin (WLD)?

 Eightco
Holdings (NASDAQ: ORBS) holds 283 million WLD, approximately 8.4% of circulating supply and the largest publicly disclosed institutional
position globally.

 What
is Proof of Human?

 Proof
of Human is cryptographic verification that a user is a unique, living person, not a bot or AI agent. It is foundational infrastructure
for social networks, banking, agentic commerce, and any system requiring “one person, one account” in the agentic AI era.

 How
does Eightco (ORBS) relate to Proof of Human?

 Eightco
Holdings (NASDAQ: ORBS) is the largest publicly disclosed institutional holder of Worldcoin (WLD), the token powering World’s Proof
of Human network.

 Who
is the CEO of Eightco Holdings?

 Kevin
O’Donnell is the CEO of Eightco Holdings (NASDAQ: ORBS). The Company’s Board includes Tom Lee (Managing Partner and Head
of Research at Fundstrat, and Chairman of Bitmine Immersion Technologies (NYSE: BMNR)) and, as an advisor to the Board, Brett Winton
(Chief Futurist at ARK Invest).

 Forward-Looking
Statements

 This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements
in this press release other than statements of historical fact could be deemed forward-looking, including, without limitation, statements
regarding: the Company’s expectations that artificial intelligence, digital identity, and the creator economy will shape the next
decade of innovation; the Company’s belief that its treasury portfolio holds some of the most critical components for the future
AI and digital financial system; statements regarding the importance of Orb devices to prove humanness in light of the proliferation
of advanced AI tools; expectations regarding a potential OpenAI initial public offering and expectations that any such IPO would allow
public investors to own a direct stake in one of the most important companies driving the AI transformation; the Company’s Board
Member’s statement that ORBS’ exposure to OpenAI enables investor exposure to OpenAI prior to any public offering; statements
regarding ChatGPT being the fastest-scaling consumer technology in history; beliefs that Proof-of-Human verification is becoming essential
infrastructure for social networks, banking, agentic commerce, and financial systems in the agentic AI era; statements regarding World’s
addressable revenue opportunity of $6.35 trillion across industries spanning banking, e-commerce, gaming, social media, and agentic AI;
and statements regarding the importance of distribution and audience trust as AI commoditizes content production. Words such as “plans,”
“expects,” “will,” “anticipates,” “continue,” “expand,” “advance,”
“develop,” “believes,” “guidance,” “target,” “may,” “remain,”
“project,” “outlook,” “intend,” “estimate,” “could,” “should,”
and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking
statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions that are subject
to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained
in any forward-looking statement as a result of various factors, including, without limitation: the Company’s inability to direct
the management or operations of private businesses where the Company is not a controlling stockholder, including OpenAI and Beast Industries;
risk of loss or markdown on the Company’s strategic investments, including its indirect position in OpenAI equity (held through
special purpose vehicles), its position in WLD, and its position in Beast Industries equity; the Company’s ability to maintain
compliance with Nasdaq’s continued listing requirements; unexpected costs, charges or expenses that reduce the Company’s
capital resources or otherwise delay capital deployment; inability to raise adequate capital to fund or scale its business operations
or strategic investments; volatility in digital asset prices, including WLD and ETH, which could materially affect the value of the Company’s
treasury holdings; regulatory changes, future legislation and rulemaking negatively impacting digital assets, artificial intelligence
adoption, or biometric data collection; risks related to the development, adoption, and market acceptance of Proof-of-Human technology
and the World network; uncertainty regarding the pace and trajectory of agentic AI deployment in enterprise and consumer applications;
uncertainty regarding OpenAI’s product roadmap and the timing or success of any IPO; risks related to Beast Industries’ ability
to achieve its growth projections; and shifting public and governmental positions on digital assets or artificial intelligence-related
industries. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For
a discussion of other risks and uncertainties, and other important factors, any of which could cause Eightco’s actual results to
differ from those contained in the forward-looking statements herein, see Eightco’s filings with the Securities and Exchange Commission
(the “SEC”), including the risk factors and other disclosures in its Annual Report on Form 10-K filed with the SEC on April
15, 2026 and other publicly available SEC filings. All information in this press release is as of the date of the release, and Eightco
undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect
future events or developments, except as required by law.

 SOURCE
Eightco Holdings (NASDAQ: ORBS)

 MEDIA
CONTACT:

 Marcy
Simon

 Marcy@agentofchange.com

 +1
917 833 3392

EX-10.1 · ex10-1.htm

EX-10.1
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 ex10-1.htm
 EX-10.1

 Exhibit
10.1

 AMENDED
AND RESTATED COMPENSATION AGREEMENT

 This
AMENDED AND RESTATED COMPENSATION AGREEMENT (this “ Agreement ”) is entered into as of June 5, 2026 (the “ Effective
Date ”), by and between Eightco Holdings Inc., a Texas corporation (the “ Company ”), and Kevin O’Donnell
(the “ Executive ”), and amends and restates in its entirety that certain Compensation Agreement dated September 8,
2025, by and between the Company and Executive (the “ Original Agreement ”).

 RECITALS

 WHEREAS ,
the Company and Executive entered into the Original Agreement, pursuant to which Executive has been serving as the Company’s Chief
Executive Officer; and

 WHEREAS ,
the Company and Executive desire to amend and restate the Original Agreement in its entirety to, among other things, extend the term
of Executive’s employment and modify certain compensation and termination provisions, on the terms and conditions set forth herein;
and

 WHEREAS ,
the Compensation Committee of the Board has elected to exercise its discretion and has determined that the Bonus (as defined in the Original
Agreement) shall be deemed earned by Executive and the full amount, equal to $875,000, is payable as of the Effective Date.

 NOW,
THEREFORE , in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

 1. POSITION
AND DUTIES

 1.1 Position .
Executive shall serve as the Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company (the
“ Board ”). Executive shall have such duties, authority, and responsibilities as are customary for the position of Chief
Executive Officer and as may be assigned by the Board from time to time.

 1.2 Best
Efforts . Executive agrees to devote Executive’s full business time, attention, skill, and best efforts to the performance
of Executive’s duties hereunder and to the business and affairs of the Company.

 2. TERM
OF EMPLOYMENT

 2.1 Term .
The term of Executive’s employment under this Agreement shall commence on the Effective Date and shall continue for a period of
up to three (3) years thereafter (the “ Term ”), unless earlier terminated in accordance with Section 5 of this
Agreement.

 3. COMPENSATION

 3.1 Base
Salary . During the Term, the Company shall pay Executive a base salary at the annualized rate of Five Hundred Fifty Thousand Dollars
($550,000), payable in accordance with the Company’s regular payroll practices and subject to applicable tax withholdings (“ Base
Salary ”).

 4. BENEFITS
AND EXPENSES

 4.1 Benefits .
During the Term, Executive shall be eligible to participate in the Company’s employee benefit plans and programs, as in effect
from time to time, on the same basis as other senior executives of the Company, subject to the terms and conditions of such plans and
programs, which benefits may include, without limitation, vacation time and directors’ and officers’ liability insurance
coverage.

 4.2 Business
Expenses . The Company shall reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance
of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policies.

 5. TERMINATION

 5.1 Termination
by the Company for Cause . The Company may terminate Executive’s employment at any time for Cause (as defined below), effective
upon written notice to Executive. In the event of termination for Cause, Executive shall be entitled only to accrued but unpaid Base
Salary and reimbursable expenses through the date of termination. All outstanding but unvested equity awards held by Executive shall
be immediately forfeited upon such termination.

 5.2 Termination
by the Company Without Cause . In the event that Executive’s employment is terminated during the Term by the Company without
Cause, Executive shall be entitled to (i) accrued but unpaid Base Salary and reimbursable expenses through the date of termination; (ii)
severance pay in an amount equal to the lesser of (A) eighteen (18) months of Base Salary or (B) the Base Salary that would have been
payable for the remainder of the Term, payable in accordance with the Company’s regular payroll practices; and (iii) accelerated
and immediate vesting of all issued and outstanding equity awards held by Executive.

 5.3 Termination
by Death . Executive’s employment shall terminate automatically upon Executive’s death. In such event, Executive’s
estate shall be entitled to accrued but unpaid Base Salary and reimbursable expenses through the date of termination, plus an additional
six months of Base Salary and dependent benefits in effect at such time and six months.

 5.4 Termination
by Disability . The Company may terminate Executive’s employment upon Executive’s Disability (as defined below), effective
upon written notice to Executive. In such event, Executive shall be entitled to accrued but unpaid Base Salary and reimbursable expenses
through the date of termination, plus an additional six months of Base Salary and benefits in effect at such time.

 5.5 Voluntary
Termination by Executive . Executive may terminate employment upon at least thirty (30) days’ prior written notice. In such
event, Executive shall be entitled only to accrued but unpaid Base Salary and reimbursable expenses through the date of termination.

 5.6 Definitions .

 (a) “ Cause ”
means (i) Executive’s willful misconduct or gross negligence in the performance of Executive’s duties; (ii) Executive’s
conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude; (iii) Executive’s material
breach of this Agreement or any material written policy of the Company; or (iv) Executive’s fraud, embezzlement, or material dishonesty
with respect to the Company.

 2

 (b) “ Disability ”
means Executive’s inability to perform the essential functions of Executive’s position with the Company, with or without
reasonable accommodation, for a period of ninety (90) consecutive days or for one hundred twenty (120) days during any twelve (12)-month
period.

 (c) “ Change
of Control ” means (i) any consolidation or merger of the Company with or into any other corporation or other entity in which
the shareholders of the Company immediately prior to such consolidation or merger own less than 50% of the voting power of the surviving
entity immediately after such consolidation or merger; (ii) the sale, transfer, or other disposition of substantially all of the assets
of the Company; or (iii) any transaction or series of transactions in which any person or group acquires beneficial ownership of 50%
or more of the voting power of the Company’s outstanding capital stock.

 6. CONFIDENTIALITY
AND RESTRICTIVE COVENANTS

 6.1 Confidentiality .
Executive agrees to maintain the confidentiality of all confidential and proprietary information of the Company and its affiliates, both
during and after the Term, in accordance with the Company’s standard confidentiality policies and agreements.

 6.2 Return
of Property . Upon termination of employment, Executive shall promptly return all Company property, documents, and materials in Executive’s
possession.

 7. MISCELLANEOUS

 7.1 Entire
Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes
all prior agreements, understandings, and representations, whether written or oral, including the Original Agreement.

 7.2 Amendment .
This Agreement may be amended only by a written instrument signed by both parties.

 7.3 Governing
Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its
conflicts of law principles.

 7.4 Severability .
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 7.5 Assignment .
This Agreement may not be assigned by either party without the prior written consent of the other party, except that the Company may
assign this Agreement to any successor in interest.

 7.6 Notices .
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent
by nationally recognized overnight courier, or sent by email with confirmation of receipt, to the addresses set forth below or such other
address as either party may specify in writing.

 7.7 Section
409A . This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations and guidance promulgated thereunder (“ Section 409A ”). Notwithstanding anything in this Agreement
to the contrary, payments may only be made upon an event and in a manner permitted by Section 409A. Any payments or benefits that are
subject to Section 409A and are payable upon Executive’s termination of employment will be paid only if such termination of employment
constitutes a “separation from service” within the meaning of Section 409A. All reimbursements provided under this Agreement
shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (a)
the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any
other calendar year, (b) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following
the calendar year in which the expense was incurred, and (c) the right to reimbursement is not subject to liquidation or exchange for
another benefit.

 3

 IN
WITNESS WHEREOF , the parties hereto have executed this Amended and Restated Compensation Agreement as of the Effective Date.

 EIGHTCO
 HOLDINGS INC.

 By:

 /s/
 Brett Vroman

 Name:

 Brett
 Vroman

 Title:

 Chief
 Financial Officer

 EXECUTIVE

 By:

 /s/
 Kevin O’Donnell

 Name:

 Kevin
 O’Donnell

 [ Signature
Page to Compensation Agreement ]