Business Context and Reporting Period
Company: Eightco Holdings Inc. (Ticker: ORBS)
Filing Type: Form 8-K (Current Report)
Date of Report: May 1, 2026
Reporting Period: Event date May 1, 2026
Business Context: The Company entered into an Amended and Restated Consulting Agreement (A&R DACA) with Worldcoin Tower LLC. This agreement expands the consultant's scope from a Digital Asset Treasury Strategy to a broader "Strategic Asset Strategy," which now includes a new Strategic Investment Strategy focused on deploying capital into emerging companies.
Key Financial Metrics
The filing does not provide specific financial statements, revenue, profit, cash flow, or debt figures for the reporting period. The document focuses on the terms of a new contractual agreement.
- Consulting Fee Structure: 1.00% per annum of Assets Under Management (AUM), covering both Treasury Assets and Investment Assets.
- Incentive Milestones: One-time payments triggered when AUM reaches $1 billion, $5 billion, and $10 billion.
- Payment Method: Milestone payments may be made in cash or shares of the Company's common stock.
Material Changes Versus Prior Period
The A&R DACA amends and restates the Original Consulting Agreement dated September 9, 2025. Material changes include:
- Scope Expansion: Addition of a "Strategic Investment Strategy" component alongside the existing Digital Asset Treasury Strategy.
- Fee Update: Implementation of a 1.00% per annum fee on total AUM and the introduction of specific milestone incentives at $1B, $5B, and $10B AUM thresholds.
Guidance, Outlook, and Risks
Management Commentary: The Company is broadening its strategic focus to include investing in emerging companies in addition to accumulating digital assets.
Risks and Contingencies: The filing notes that the description of the agreement is not complete and is qualified by the full text of the A&R DACA filed as Exhibit 10.94A. Certain schedules to the exhibit were omitted pursuant to Regulation S-K Item 601(a)(5).
Unusual Items: None reported in this filing.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Consulting Agreement (Exhibit 10.94A) for omitted schedules and detailed terms.
- Confirm the current total Assets Under Management (AUM) to assess the immediate impact of the 1.00% annual fee.
- Review the Company's capital structure to evaluate the potential dilution impact if milestone payments are made in common stock.
- Assess the specific criteria and timeline for the new "Strategic Investment Strategy" regarding emerging company investments.