Eightco Holdings Inc.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 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 Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of such period covered by this Quarterly Report, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information that it is required to disclose in reports that the Company files with the SEC is recorded, processed, summarized and reported within the time periods specified by the Exchange Act rules and regulations due to the reasons set forth below.

As of December 31, 2024, management identified the following material weakness in our internal control over financial reporting: the Company was unable to provide a timely financial reporting package in connection with the year end audit. This was primarily the result of the Company’s limited accounting personnel. This also limits the extent to which the Company can segregate incompatible duties and has a lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected. There is a risk under the current circumstances that intentional or unintentional errors could occur and not be detected.

Management has concluded that the material weakness described above currently exists as of September 30, 2025. We continue to remediate the material weakness identified as of December 31, 2024, which persisted at September 30, 2025. During Q4 2025 and into 2026 we are: (i) augmenting accounting resources (including SEC reporting and technical accounting) to improve the timeliness and quality of period-end close; (ii) formalizing and documenting key controls over the financial close, including reconciliations, review controls, and segregation of duties; (iii) implementing enhanced IT-dependent manual controls to support completeness and accuracy of reports used in controls; and (iv) engaging external advisors to assist with design, implementation, and testing of internal controls.

Digital Asset Treasury Control Environment. In connection with the DAT Strategy, management designed and began implementing controls over (a) authorization of digital asset acquisitions and dispositions, (b) wallet/custody address verification, multi-factor approvals, and key-access governance, (c) reconciliation of on-chain balances and custodian statements to the general ledger, (d) fair value measurement (including principal market determination and pricing validation), and (e) disclosure controls. We will continue to evaluate and enhance these controls in subsequent quarters.

Changes in Internal Control over Financial Reporting

Other than (i) the changes implemented in connection with the Digital Asset Treasury Control Environment and (ii) the remediation actions described above, there were no other changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended September 30, 2025.