Eightco Holdings Inc. 8-K

What Happened Eightco Holdings Inc. announced on May 27, 2026 (MSA effective May 20, 2026) that it entered into a Master Services Agreement (MSA) with ARK Capital Markets LLC for at least five years. Under the MSA ARK will provide strategic and business advisory services; compensation includes a 1.00% per annum management fee on the value of the Company’s treasury assets under management, issuance of warrants and restricted shares, and cash board-advisory payments. Brett Winton of ARK will serve as a strategic advisor to Eightco’s Board.

Key Details

• Management fee: 1.00% per year of the value of Eightco’s treasury assets under management.
• Warrants: ARK will receive warrants to purchase up to 2,200,000 common shares at $1.01 per share, exercisable for 10 years; vesting quarterly over five years beginning three months after the MSA effective date. Company will register shares issuable on exercise within 30 days of issuance.
• Board advisor compensation: ARK receives $250,000 annually (paid quarterly) and a one-time grant of 2,200,000 restricted common shares, vesting quarterly over five years.
• Milestone bonuses: ARK may earn up to three one-time capitalization bonuses tied to company capitalization at $1.0B, $5.0B and $10.0B, payable in cash or shares.

Why It Matters This agreement brings a named advisor from the ARK platform and a multiyear advisory relationship that may influence Eightco’s strategic direction. For investors, the deal creates ongoing costs (the 1% management fee and $250k/year cash advisory) and potential equity dilution: up to 4,400,000 shares from the warrants and restricted-share grant alone, plus any additional shares if milestone bonuses are paid in stock. Vesting and exercise schedules mean dilution would occur gradually; the company’s future filings should be monitored for issuance, exercises, and any material cash or share payments tied to the MSA.