Eightco signs 5-year ARK advisory deal with equity

Eightco Holdings Inc. entered into a five-year Master Services Agreement with ARK Capital Markets LLC, part of the ARK Invest platform, for strategic and business advisory services focused on the company’s treasury assets.

Rhea-AI Filing Summary

Eightco Holdings Inc. entered into a five-year Master Services Agreement with ARK Capital Markets LLC, part of the ARK Invest platform, for strategic and business advisory services focused on the company’s treasury assets.

Eightco will pay a Management Fee equal to 1.00% per annum of its treasury assets under management and issue ARK warrants to purchase up to 2,200,000 shares of common stock at $1.01 per share, vesting quarterly over five years and expiring ten years after issuance. Eightco agreed to register the warrant shares within 30 days of issuance and may pay additional one-time capitalization milestone bonuses tied to company capitalization levels of $1.0 billion, $5.0 billion, and $10.0 billion in cash or stock. ARK’s Brett Winton will advise the Board, with ARK receiving $250,000 in annual cash plus a one-time grant of 2,200,000 restricted shares of common stock, vesting quarterly over five years.

Insights

Equity compensation and capital markets analyst

Eightco trades fees and equity for long-term ARK advisory support.

The agreement commits Eightco to a five-year relationship with ARK Capital Markets, paying a 1.00% annual fee on treasury assets under management plus meaningful equity-based compensation. This embeds ARK in strategic decisions around managing Eightco’s balance-sheet capital.

Compensation includes warrants for up to 2,200,000 common shares at $1.01, vesting over five years with a ten-year term, and 2,200,000 restricted shares for board advisory work, also vesting over five years. Additional one-time bonuses are tied to capitalization milestones at $1.0 billion, $5.0 billion, and $10.0 billion.

The arrangement increases recurring cash expenses through the management fee and the $250,000 annual board advisory payment, while creating potential future equity issuance through warrants and restricted shares. Actual impact on existing shareholders will depend on treasury asset levels, future share price relative to the $1.01 strike, and whether capitalization milestones are achieved.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Management Fee: 1.00% per annum of treasury assets under management ARK Warrants: 2,200,000 shares at $1.01 per share Restricted Share Grant: 2,200,000 restricted common shares +4 more

7 metrics

Management Fee 1.00% per annum of treasury assets under management Advisory compensation under MSA

ARK Warrants 2,200,000 shares at $1.01 per share Common stock warrants vesting quarterly over five years, 10-year term

Restricted Share Grant 2,200,000 restricted common shares One-time grant to ARK for board advisory, vesting quarterly over five years

Board Advisory Cash Fee $250,000 per year Annual cash paid quarterly to ARK for Brett Winton’s board advisory role

Capitalization Milestones $1.0B, $5.0B, $10.0B capitalization levels Three one-time capitalization milestone bonuses payable in cash or stock

Warrant Share Registration Timeline Within 30 days of warrant issuance Deadline for registering shares issuable under ARK Warrants

MSA Term At least five years Duration of Master Services Agreement with ARK

Key Terms

Master Services Agreement, treasury assets under management, warrants, restricted shares of Common Stock, +2 more

6 terms

Master Services Agreement financial

"entered into a Master Services Agreement (the “MSA”) with ARK"

A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.

treasury assets under management financial

"1.00% per annum of the value of the Company’s treasury assets under management"

warrants financial

"ARK will receive warrants (the “ARK Warrants”) to purchase up to 2,200,000 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

restricted shares of Common Stock financial

"a one-time grant of 2,200,000 restricted shares of Common Stock, issued to ARK"

Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.

capitalization milestone bonuses financial

"earn up to three separate one-time capitalization milestone bonuses upon the Company’s achievement"

emerging growth company regulatory

"Emerging growth company Item 1.01. Entry into a Material Definitive Agreement."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Eightco Holdings (OCTO) sign with ARK Capital Markets?

Eightco entered a five-year Master Services Agreement with ARK Capital Markets LLC for strategic and business advisory services related to its treasury assets, formalizing a long-term advisory relationship and defining cash and equity-based compensation for ARK’s work with the company.

How is ARK compensated under Eightco Holdings’ new advisory agreement?

ARK receives a Management Fee equal to 1.00% per annum of Eightco’s treasury assets under management, plus warrants for up to 2,200,000 common shares at $1.01 per share, and potential one-time capitalization milestone bonuses paid in cash or common stock upon achieving specified capitalization levels.

What equity instruments does ARK receive from Eightco Holdings (OCTO)?

ARK receives warrants to purchase up to 2,200,000 Eightco common shares at $1.01 per share, vesting quarterly over five years with a ten-year term, and a separate one-time grant of 2,200,000 restricted common shares, also vesting in equal quarterly installments over a five-year period.

What board-level role will ARK have at Eightco Holdings?

Brett Winton, ARK’s Chief Futurist and ARK Venture Investment Committee Member, will serve as a strategic advisor directly to Eightco’s Board of Directors, giving ARK an ongoing advisory presence at the board level alongside its broader strategic and treasury-related advisory mandate.

What additional milestone bonuses are possible under Eightco’s MSA with ARK?

The agreement allows ARK to earn up to three one-time capitalization milestone bonuses if Eightco reaches capitalization milestones of $1.0 billion, $5.0 billion, and $10.0 billion, with each bonus payable either in cash or in shares of Eightco common stock, as provided in the agreement.

What cash payments will ARK receive for board advisory services at Eightco?

For Brett Winton’s board advisory role, ARK is entitled to annual cash compensation of $250,000, paid quarterly. In addition, ARK receives a one-time grant of 2,200,000 restricted Eightco common shares, which vest in equal quarterly installments over a five-year period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

EIGHTCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Texas		001-41033		87-2755739
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

101 Larry Holmes Drive Suite 313 Easton, PA		18042
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 765-8933

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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		ORBS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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).

SIGNATURES

Pursuant to the requirements 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.

Dated: May 27, 2026

EIGHTCO HOLDINGS INC.

/s/ Kevin O’Donnell

Kevin O’Donnell

Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB