Eightco Holdings Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ EIGHTCO HOLDINGS INC. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ ☐Yes☒No 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-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Actof 1934, as amended (the “Exchange Act”). These statements relate to future events including, without limitation, our ability to raisecapital, our operational and strategic initiatives or our future financial performance. We have attempted to identify forward-lookingstatements 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 orachievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied You should not place undue reliance on forward-looking statements. These forward-looking statements are subject to certain risks anduncertainties, and actual results may differ materially from those in the forward-looking statements. Factors that could cause orcontribute to these differences include those discussed in “Risk Factors,” in Part II, Item 1A of this Report as well as informationprovided elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual These and other factors discussed above could cause results to differ materially from those expressed in the estimates made by anyindependent 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 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 itsconsolidated subsidiaries. The Company was originally incorporated on September 21, 2021 under the laws of the State of Nevada andconverted to a Delaware corporation on March 9, 2022 pursuant to a plan of conversion with its former parent, Vinco Ventures, Inc. 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 theCompany’s core operating platform. On April 7, 2025, the Company completed the sale of the assets comprising its Corrugated Packaging Business. All operations relatedto this business ceased as of that date. The Company previously completed its wind-down of Web3 and BTC mining hardware sales 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 theCompany deploys a portion of its excess liquidity, operating cash flows, a