Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 5, 2026, Eightco Holdings Inc. (the “Company”) received a written notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days (from June 23, 2026 to August 4, 2026), the closing bid price of the Company’s common stock was below the minimu…

Chief Executive Officer — Kevin O’Donnell: Amended and Restated Compensation Agreement was signed for the CEO.

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 inve…

Entry into a Material Definitive Agreement. On May 1, 2026, Eightco Holdings Inc. (the “Company”) entered into an Amended and Restated Consulting Agreement (the “A&R DACA”) with Worldcoin Tower LLC (the “Consultant”), which amends and restates in its entirety the Consulting Agreement dated as of September 9, 2025, between the Company and the Consultant (the “Original DACA”), which was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commi…

Director — Thomas Lee: Thomas Lee was appointed as a member of the Board and entered into a compensation agreement.

Chairman of the Board — Daniel Ives: Daniel Ives resigned from his role as Chairman of the Board and Director.

Material Modification to Rights of Security Holders. On January 30, 2026, Eightco Holdings Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of conversion, and on February 2, 2026, the Company filed with the Secretary of State of the State of Texas (i) a certificate of conversion with a plan of conversion (the “Plan of Conversion”), pursuant to which the redomestication of the Company from the State of Delaware to the State of Texas (the “Redomestic…

Regulation FD Disclosure. On January 26, 2026, Eightco Holdings Inc. (the “ Company ”) issued a press release (the “ Press Release ”) announcing the Company’s strategic partnership with Futurum Group to develop the Futurum ORBS Trust and Authentication Platform (FOTAP). A copy of the Press Release is included as Exhibit 99.1 and is incorporated herein by reference. The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Secur…

The company granted RSUs to two executive officers as a form of compensation.

Entry into a Material Definitive Agreement Eightco Holdings Inc. (the “ Company ”) entered into several Amendment to Lock-Up Agreements (the “ Extension Agreement ”) with stockholders of the Company, as of January 2, 2026, which amends the Lock-Up Agreements dated September 8, 2025, to effect a multi-month extension to the release timing for beneficially owned shares of the Company’s common stock, par value $0.001 per share, while leaving all other terms in effect. A form of the Extension Agr…

Regulation FD Disclosure. On December 29, 2025, Eightco Holdings Inc. (the “ Company ”) issued a press release (the “ Press Release ”) announcing the Company’s $125 million Share Buyback Program (as defined herein). A copy of the Press Release is included as Exhibit 99.1 and is incorporated herein by reference. The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “ Exchange…

Other Events. $125 Million Share Buyback Program On December 28, 2025, the Company’s Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to $125 million of its outstanding common stock (the “ Share Buyback Program ”). Repurchases under the Share Buyback Program may be made from time to time through open-market purchases, privately negotiated transactions, or other transactions in accordance with applicable securities laws, including Rule 10…

Entry into a Material Definitive Agreement. As previously disclosed, Eightco Holdings Inc. (the “ Company ”) entered into a Sales Agreement, dated September 10, 2025 (the “ Sales Agreement ”) with R.F. Lafferty & Co., Inc. (“ R.F. Lafferty ”). On October 27, 2025, the Company entered into an amended and restated Sales Agreement (the “ A&R Sales Agreement ”) with Cantor Fitzgerald & Co. (“ Cantor ,” together with R.F. Lafferty, the “ Agents ”) and R.F. Lafferty, pursuant to which Cantor was ad…

Unregistered Sales of Equity Securities. Information regarding unregistered sales of securities set forth under

officer and director — Paul Vassilakos: Paul Vassilakos resigned as an officer and director of the Company.

Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 8, 2025, Eightco Holdings Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several investors, including certain of the Company’s officers and directors (collectively, the “Purchasers”). Pursuant to the Purchase Agreement, subject to certain conditions precedent contained therein, the Company agreed to sell, and the Purchasers agreed to purchase, up to an aggr…

Entry into a Material Definitive Agreement. On September 10, 2025, Eightco Holdings Inc. (the “ Company ”) entered into a Sales Agreement (the “ Sales Agreement ”) with R.F. Lafferty & Co., Inc. (the “ Agent ”), pursuant to which the Company, from time to time, may offer and sell shares (the “ ATM Shares ”) of its common stock, par value $0.001 per share (the “ Company Common Stock ”), through or to the Agent having an aggregate sales price of up to $2,700,000,000 (the “ ATM Offering ”). Subj…

Termination of a Material Definitive Agreement. On August 26, 2025, Eightco Holdings Inc. (the “Company”) provided notice to Univest Securities, LLC (“Univest”) of its election to terminate the At-The-Market Issuance Sales Agreement between them dated April 25, 2024 and amended on September 25, 2024 (the “Sales Agreement”). Pursuant to the Sales Agreement, the termination becomes effective five (5) days from the date of the notice. Following such termination, the Company may not sell any furt…

Other Events . Termination of “At-the-Market” Offering Prospectus Supplement Pursuant to the Sales Agreement, the Company previously filed a prospectus supplement (as most recently amended on September 26, 2024, the “ATM Prospectus Supplement”) pursuant to which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $2,527,639 through Univest as the sales agent. As of the date of this report, the Company has sold shares of common stock…

interim Chief Executive Officer — Kevin O’Donnell: Kevin O'Donnell was appointed as interim Chief Executive Officer due to Paul Vassilakos' temporary leave of absence.

Entry into a Material Definitive Agreement On May 30, 2025, June 2, 2025 and June 5, 2025, Eightco Holdings Inc. (the “Company”) entered into settlement agreements with several third parties, including several current and former officers and directors, including Brett Vroman, the Company’s Chief Financial Officer, and Kevin O’Donnell, a member of the Company’s board of directors, to resolve certain liabilities owed by the Company to such third parties. Pursuant to the settlement agreements, t…

Director — Mary Ann Halford: Ms. Halford resigned from the Board of Directors, and Mr. Caiano was appointed to replace her.

Completion of Acquisition or Disposition of Assets. As previously disclosed, on November 22, 2024, Eightco Holdings Inc. (the “Company”) entered into an Asset Purchase Agreement (“Purchase Agreement”) pursuant to which the Company agreed to sell to an entity controlled by Edward Reichard and Derick Reichard (the “Buyer’s Owners”) certain assets (the “Purchased Assets”) constituting the business of Ferguson Containers, Inc., the Company’s wholly-owned subsidiary (the “Seller”). The purchase pr…

Unregistered Sales of Equity Securities. The information under

does not purport to be a complete description of the terms and provisions therein and is qualified in its entirety by reference to the full text of the December 2024 Seller Note Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Forever 8 Debt Simplification Effective as of December 19, 2024, Forever 8 consummated a series of transactions with respect to its outstanding Series A, Series B, Series C and Series D promissory notes, by which (i) ce…