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): ~~June~~July 166, 2026

OXO, Inc

(Exact name of registrant as specified in its charter)

_______________________________

Wyoming	000-56851	39-3653314
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1155 Market Street, Unit 99
San Francisco, California 94103

(Address of Principal Executive Offices) (Zip Code)

(213) 827-6863

(Registrant’s telephone number, including area code)

N/A

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

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:

☐	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

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 18.01 ~~Entry~~OTHER ~~into a Material Definitive Agreement~~EVENTS.

OnAs ~~June~~part ~~12,~~of ~~2026, OXO, (~~the “Company”)'s ~~entered~~continuing ~~into~~commercialization ~~an exclusive~~strategy ~~License~~ and ~~Research Collaboration Agreement (the “Agreement”) with The University of Edinburgh (the “University”),~~ ~~acting~~operational ~~through~~development ~~its technology transfer entity~~initiatives, ~~Edinburgh~~management ~~Innovations~~has ~~Limited.~~expanded ~~The Agreement grants~~ the Company ~~an exclusive, worldwide, royalty-bearing license to exploit, modify, commercialize, and sublicense the University~~'s ~~proprietary~~data ~~software tools~~engineering, ~~algorithms,~~technical ~~analytical frameworks~~integration, and ~~intellectual~~customer-facing revenue ~~property~~infrastructure. ~~(“Licensed~~Effective ~~Technology”)~~July ~~within the defined fields of Marketing Mix Modeling (MMM)~~2, ~~marketing attribution~~2026, ~~digital~~the ~~marketing~~Company ~~analytics,~~appointed ~~predictive~~Mr. ~~consumer~~Scott ~~behavior~~David ~~analytics,~~Miller ~~campaign~~as ~~optimization,~~Product ~~and~~& ~~related~~Analytics ~~software-as-a-service (SaaS) platforms~~Lead.

~~The~~Mr. ~~material~~Miller ~~financial~~will oversee product integration, ~~operational~~localized consumer behavioral analytics pipelines, ~~and~~internal ~~structural~~metrics ~~components~~reporting, ofdata ~~the Agreement~~onboarding ~~include:~~operations, and technical customer success initiatives.

~~Sublicensing~~ Effective ~~Rights~~July ~~and~~3, ~~Allowances:~~2026, ~~The Agreement expressly permits~~ the Company toappointed ~~grant~~Mr. ~~sublicenses~~Thomas ~~and~~Bennett ~~enter~~as ~~into~~Data ~~global~~Science ~~commercial~~/ ~~distribution~~Modeling orLead. ~~reseller~~Mr. ~~arrangements~~Bennett ~~with~~will ~~third-party~~oversee ~~enterprises.~~enterprise-level Inmachine ~~consideration~~learning ~~for~~model ~~this allowance~~validation, ~~the~~deployment ~~University~~frameworks isfor ~~entitled~~the toCompany's ~~receive~~MMM ~~ten~~Neural ~~percent~~platform, ~~(10%)~~analytical ofintegrity ~~all sublicensing~~benchmarks, ~~partner,~~ and ~~reseller~~technical ~~revenues~~partner ~~generated~~development ~~directly from such arrangements~~initiatives.

~~Fees~~The ~~and~~Company ~~Funding:~~believes Athese ~~non-refundable,~~strategic ~~fully~~appointments ~~earned~~significantly ~~initial license~~strengthen ~~fee~~its ofcore ~~$30~~technical capabilities,~~000~~ issupporting ~~due~~the ~~and~~scalable ~~payable~~expansion ~~within ten (10) business days~~ of ~~execution.~~complex ~~Beginning~~data ~~September~~enterprise 1,relationships ~~2026, the Company will establish~~ and ~~fund~~advanced asoftware ~~three-year Sponsored Research Program at the University for $180,000 annually, payable in consecutive~~product rollouts.

~~quarterly installments of $45~~Furthermore,~~000.~~ Upmanagement tocontinues ~~$30,000~~its ~~per~~systematic ~~calendar~~evaluation ~~year~~ of ~~this~~prospective independent ~~research~~directors ~~budget may be allocated to fund international patent filings~~ and ~~intellectual~~specialized ~~property~~advisory ~~protections~~board ~~before~~candidates ~~the~~to ~~United Kingdom~~scale ~~Intellectual~~long-term ~~Property~~public ~~Office~~governance ~~(UKIPO),~~frameworks ~~European Patent Office (EPO),~~ and ~~World~~expand ~~Intellectual~~robust ~~Property~~internal control ~~Organization (WIPO)~~matrices.

Commercial Royalties: The Company will pay the University a running royalty equal to two percent (2%) of gross revenues derived from its own commercial offerings utilizing the Licensed Technology, calculated and paid on a quarterly basis.

Maintenance Fees: Escalating annual portfolio maintenance fees commence on January 1, 2029, at $10,000, increasing to $25,000 on January 1, 2031, and capping at $50,000 annually from January 1, 2034, onward.

Equity Participation: Upon the closing of a future institutional financing or series of financings resulting in aggregate gross proceeds to the Company of at least $1,500,000 (a “Qualified Financing Event”), the Company will issue common shares to the University representing three percent (3%) of the Company's issued and outstanding common equity on a fully diluted basis immediately following such issuance.

The Agreement carries an initial term of twenty (20) years with automatic one-year renewals and contains customary legal covenants governing mutual confidentiality, intellectual property ownership segregation, indemnification, and academic freedom.

The description of the Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the License and Research Collaboration Agreement, a copy of which will be filed as an exhibit to the Company’s next periodic report.

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, hereunto duly authorized.

OXO, Inc. By /s/ Aleksejus Klimanovas Name: Aleksejus Klimanovas Title: Chief Executive Officer

Date: ~~June~~July 166, 2026

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