Material Agreement (Form 8-K)

Item 1.01. 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 Commission on September 10, 2025.

Pursuant to the A&R DACA, the Consultant will continue to provide consulting services with respect to the Company's digital asset treasury strategy and expands the scope of the Consultant's engagement to a broader "Strategic Asset Strategy" consisting of two components: (1) the Digital Asset Treasury Strategy, which remains focused on accumulating digital assets, and (2) a new Strategic Investment Strategy, which is focused on deploying capital to invest in emerging companies.

The A&R DACA also updates the applicable fee structure, whereby Company will pay the Consultant a consulting fee equal to 1.00% per annum of assets under management ("AUM"), which includes both Treasury Assets and Investment Assets. The Consultant is also able to earn certain one-time incentive milestone payments upon AUM first reaching $1 billion, $5 billion and $10 billion, respectively, and in each case payable in cash or shares of the Company's common stock.

The other material terms of the A&R DACA remain substantially unchanged from the Original DACA. The foregoing description of the A&R DACA does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R DACA (excluding schedules thereto), a copy of which is filed as Exhibit 10.94A hereto and is incorporated herein by reference.