UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2026, Eightco Holdings Inc. (the “Company”) entered into an Amended and Restated Compensation Agreement (the “A&R Agreement”) with Kevin O’Donnell, the Company’s Chief Executive Officer, which amends and restates in its entirety the Compensation Agreement dated September 8, 2025 (the “Prior Agreement”), between the Company and Mr. O’Donnell. The A&R Agreement provides for a term of up to three years commencing on June 5, 2026, during which Mr. O’Donnell will continue to serve as the Company’s Chief Executive Officer.
Pursuant to the A&R Agreement, Mr. O’Donnell will receive an annual base salary of $550,000. In connection with the execution of the A&R Agreement, the Compensation Committee of the Company’s Board of Directors approved payment of a cash bonus of $875,000 to Mr. O’Donnell, representing the full bonus amount that would have been payable under the Prior Agreement. However, the A&R Agreement does not provide for an additional annual bonus opportunity throughout the new three-year term.
The A&R Agreement provides for the following termination and severance benefits: (1) in the event of a termination without Cause, severance pay equal to the lesser of 18 months of base salary or the base salary for the remainder of the term, plus accelerated vesting of all outstanding equity awards; (2) in the event of a termination for Cause or voluntary resignation, accrued but unpaid base salary and reimbursable expenses only, provided that upon a termination for Cause all unvested equity awards are forfeited; and (3) in the event of death or Disability, accrued but unpaid base salary and reimbursable expenses, plus an additional six months of base salary and benefits (including, in the case of death, continuation of dependent benefits for six months).
The foregoing summary of the A&R Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the A&R Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 11, 2026, the Company issued a press release (the “Press Release”) providing an update on the Company’s operations. A copy of the Press Release is attached 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 Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amended and Restated Compensation Agreement, dated June 5, 2026, by and between Eightco Holdings Inc. and Kevin O’Donnell | |
| 99.1 | Press Release, dated June 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
Dated: June 11, 2026
| EIGHTCO HOLDINGS INC. | |
| /s/ Kevin O’Donnell | |
| Kevin O’Donnell | |
| Chief Executive Officer |