Material Agreement (Form 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.