{"url_path":"/sec/orbs/10-q/2026/item-4","section_key":"item-4","section_title":"Item 4 CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1892492/0001493152-26-023890-index.html","accession_number":"0001493152-26-023890","cik":"0001892492","ticker":"ORBS","issuer_name":"Eightco Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1892492/0001493152-26-023890-index.html","primary_entity_key":"0001892492","primary_entity_name":"Eightco Holdings Inc."},"word_count":424,"has_tables":true,"body_markdown":"**ITEM\n4. CONTROLS AND PROCEDURES**\n\n \n\n**Disclosure\nControls and Procedures**\n\n \n\nThe\nCompany’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial and Accounting\nOfficer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e)\nand 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company’s\nPrincipal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of such period covered\nby this Quarterly Report, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that\ninformation that it is required to disclose in reports that the Company files with the SEC is recorded, processed, summarized and reported\nwithin the time periods specified by the Exchange Act rules and regulations due to the reasons set forth below.\n\n \n\nAs\nof December 31, 2025, management identified the following material weakness in our internal control over financial reporting: the Company\nwas unable to provide a timely financial reporting package in connection with the year end audit. This was primarily the result of the\nCompany’s limited accounting personnel. This also limits the extent to which the Company can segregate incompatible duties and\nhas a lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected.\nThere is a risk under the current circumstances that intentional or unintentional errors could occur and not be detected.\n\n \n\nManagement\nhas concluded that the material weakness described above currently exists as of March 31, 2026. We continue to remediate the material\nweakness identified as of December 31, 2025, which persisted at March 31, 2026. During Q4 2025 and into 2026 we are: (i) augmenting accounting\nresources (including SEC reporting and technical accounting) to improve the timeliness and quality of period-end close; (ii) formalizing\nand documenting key controls over the financial close, including reconciliations, review controls, and segregation of duties; (iii) implementing\nenhanced IT-dependent manual controls to support completeness and accuracy of reports used in controls; and (iv) planned engagement of\nexternal advisors during the second half of 2026 to assist with design, implementation, and testing of internal controls.\n\n \n\n**Changes\nin Internal Control over Financial Reporting**\n\n \n\nOther\nthan (i) the remediation actions described above, there were no other changes in our internal control over financial reporting that materially\naffected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended March\n31, 2026.\n\n \n\n34\n\n \n\n \n\n**PART\nII. OTHER INFORMATION**"}