OCTO Eightco Holdings Inc. - 8-K

Item
1.01. Entry into a Material Definitive Agreement.

On
May 20, 2026, Eightco Holdings Inc. (the “Company”) entered into a Master Services Agreement (the “MSA”) with
ARK Capital Markets LLC (“ARK”) under which ARK will provide a multitude of strategic and business advisory services to the
Company (subject to applicable regulatory requirements) over a period of at least five years. ARK is part of the ARK Invest platform,
with a research team rooted in over 40 years of experience in identifying and investing in disruptive innovations across sectors, industries,
and markets.

Pursuant
to the terms of the MSA, a Management Fee equal to 1.00% per annum of the value of the Company’s treasury assets under management
will be payable by the Company to ARK as compensation for ARK’s advisory services under the MSA. Additionally, ARK will receive
warrants (the “ARK Warrants”) to purchase up to 2,200,000 shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”), exercisable at $1.01 per share, and expiring ten years following the date of issuance. The ARK Warrants
will vest and become exercisable in equal quarterly installments over five years, beginning three months after the MSA effective date.
Under the terms of the MSA, the Company has agreed to register those shares of Common Stock issuable upon exercise of the ARK Warrants
within 30 days of issuing the ARK Warrants.

The
MSA also provides the terms and conditions for ARK’s potential to earn up to three separate one-time capitalization milestone bonuses
upon the Company’s achievement of specified capitalization milestones at each of $1.0 billion, $5.0 billion and $10.0 billion,
respectively, payable in cash or shares of Common Stock.

The
MSA also provides that Brett Winton, ARK’s Chief Futurist and ARK Venture Investment Committee Member, will serve as a strategic
advisor directly to the Company’s Board of Directors. As compensation for these Board advisory services, ARK will receive annual
cash compensation of $250,000, payable quarterly, and a one-time grant of 2,200,000 restricted shares of Common Stock, issued to ARK
or its designee, which shall vest in equal quarterly installments over a five-year period.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

104

Cover
Page Interactive Data File (embedded within the Inline XBRL document).