Nixxy, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
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Item 9A. Controls and Procedures
Disclosure Controls and Procedures
| (a) | Disclosure Controls and Procedures |
Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, and due to the material weaknesses in internal control over financial reporting described below, management concluded that our disclosure controls and procedures were not effective as of December 31, 2025.
| (b) | Management’s Report on Internal Control over Financial Reporting |
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria established in the COSO Internal Control — Integrated Framework (2013).
Management previously identified material weaknesses as of December 31, 2024, including:
| · | Insufficient segregation of duties within the accounting function due to limited personnel resources; and |
| · | Lack of sufficient in-house technical accounting expertise to evaluate complex or non-routine transactions. |
During 2025, the Company undertook steps to strengthen its internal control environment, including:
| · | Enhancing review-level controls over financial reporting; |
| · | Expanding documentation of technical accounting analyses; |
| · | Increasing coordination among legal, finance, and operational personnel; and |
| · | Hiring experienced internal and external accounting professionals. |
While these measures have improved the overall control environment, management determined that the material weaknesses described above had not been fully remediated as of December 31, 2025. The Company intends to continue strengthening its finance and accounting infrastructure during 2026.
Changes in Internal Control over Financial Reporting
Except for the remediation efforts described above, there were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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