Eightco Holdings Inc. (ORBS) Form S-3 — Aug 26, 2026
Eightco Holdings (ORBS) filed an S-3 shelf registration to permit Worldcoin Tower Instant LLC, its strategic advisor, to resell up to 9,917,844 warrants to purchase common stock and the 9,917,844 underlying shares issued under a September 8, 2025 Strategic Advisor Agreement. Eightco receives no proceeds from those resales. It could collect up to roughly $17.4 million only if every warrant is exercised for cash at $1.752 per share, but the stock last traded at $0.80 on August 26, 2026, making cash exercise unlikely and leaving the registration primarily as potential selling pressure.
Key figures
- Gross Proceeds
- up to approximately $17,376,046 (potential, only if all Worldcoin Tower Warrants exercised for cash at $1.752)
- Offering Price
- 1.752
- Shares Offered
- 9,917,844 warrants to purchase common stock plus 9,917,844 shares issuable upon exercise, registered for resale
- Atm Shares Issued
- 19054067
- Pipe Net Proceeds
- approximately $261 million (September 2025)
- Atm Gross Proceeds
- approximately $19,416,975 (through May 15, 2026)
- Openai Investment
- $92,600,000 (approximately 30% of total treasury position)
- Pipe Shares Issued
- 178284653
- Warrant Expiration
- September 9, 2032
- Mythical Investment
- approximately $1,000,000
- Warrant Exercise Price
- 1.752
- Bad Debt Expense H1 2026
- approximately $1.8 million
- Forever8 Revenue FY2024
- 39621272
- Forever8 Revenue FY2025
- 32981126
- Last Reported Sale Price
- 0.8
- Common Shares Authorized
- 10000000000
- Pre Funded Warrant Shares
- 6646855
- Ark Capital Warrant Shares
- 2200000
- Fully Reserved Receivable
- approximately $5.2 million
- Stock Options Outstanding
- 6500000
- Nasdaq Compliance Deadline
- February 1, 2027
- Beast Industries Investment
- $25,000,000
- Placement Agent Warrant Shares
- 3855822
- Customer Concentration H1 2026
- approximately 99% of Forever 8 revenue from one customer
Price after filing
Close on the filing date to close N calendar days later (from $0.80). Historical, not a forecast.
AI analysis
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