Nixxy, Inc. Files 8-K with Key Disclosures

TL;DR

Nixxy (NIXX) filed an 8-K on Oct 17th, covering Reg FD, other events, and financials. Formerly Recruiter.com.

AI Summary

Nixxy, Inc. filed an 8-K on October 22, 2024, reporting events that occurred on October 17, 2024. The filing includes information related to Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits. Nixxy, Inc. was formerly known as Recruiter.com Group, Inc. and is incorporated in Nevada.

Why It Matters

This 8-K filing provides important updates and disclosures for Nixxy, Inc. investors and the market, covering regulatory, operational, and financial information.

Risk Assessment

Risk Level: medium — 8-K filings can contain significant corporate events, and the specific details within this filing would determine the precise risk level for investors.

Key Players & Entities

• Nixxy, Inc. (company) — Registrant
• October 17, 2024 (date) — Earliest event reported date
• October 22, 2024 (date) — Filing date
• Recruiter.com Group, Inc. (company) — Former company name
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — 2 shares of its Common Stock, par value $0.0001 per share, outstanding. Letter of Int
• $6,000,000 — proximately (i) six million US dollars ($6,000,000) in cash, and (ii) the right to receive
• $1.50 — Stock, with an exercise price equal to $1.50 per share, at any time prior to the thi

Filing Documents

• nixx_8k.htm (8-K) — 38KB
• nixx_ex991.htm (EX-99.1) — 13KB
• nixx_ex992.htm (EX-99.2) — 15KB
• nixx_ex993.htm (EX-99.3) — 12KB
• nixx_ex994.htm (EX-99.4) — 60KB
• 0001654954-24-013215.txt ( ) — 310KB
• nixx-20241017.xsd (EX-101.SCH) — 6KB
• nixx-20241017_lab.xml (EX-101.LAB) — 16KB
• nixx-20241017_cal.xml (EX-101.CAL) — 1KB
• nixx-20241017_pre.xml (EX-101.PRE) — 12KB
• nixx-20241017_def.xml (EX-101.DEF) — 4KB
• nixx_8k_htm.xml (XML) — 6KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 17, 2024, Nixxy, Inc. (the "Company") issued a press release announcing an update on its strategy to acquire businesses in traditional markets and enhance their operations with state-of-the-art technology and data analytics. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. On October 17, 2024, the Company issued a press release announcing that it signed a letter of intent to acquire a privately held wholesale gifts business as part of its ongoing strategy to utilize data to disrupt specific old-line industry sectors. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. On October 18, 2024, the Company issued a press release announcing an update to its previously announced plans to consolidate several of its assets and liabilities into Atlantic Energy Solutions (OTC:AESO), which is planned to be renamed CognoGroup ("CognoGroup"). A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01 as well as in Exhibits 99.1, 99.2, and 99.3 is furnished and shall not be deemed to be "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 such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act.

01 Other Events

Item 8.01 Other Events. Issued and Outstanding Shares of Common Stock As of the date of this Current Report on Form 8-K, the Company had 12,697,042 shares of its Common Stock, par value $0.0001 per share, outstanding. Letter of Intent On August 8, 2024, Nixxy, Inc. (the "Company"), entered into a non-binding letter of intent (the "Letter of Intent") with Just Got 2 Have It, Inc., a corporation organized under the laws of the State of Florida ("JG Inc"), Just Got 2 Have It! – NE, LLC, a Florida limited liability company ("JG NE"), and Just Got 2 Have It! – West, LLC, a Nevada limited liability company ("JG West") (JG Inc, JG NE, and JG West, collectively "JG" or the "Target") and holders of a majority of its outstanding shares (the "JG Shareholders") for a potential transaction pursuant to which the Company would acquire 100% of the outstanding common shares of Target (the "Acquisition") from the JG Shareholders in exchange for approximately (i) six million US dollars ($6,000,000) in cash, and (ii) the right to receive six hundred thousand (600,000) newly-issued restricted shares of Company common stock, par value $0.0001 per share (the "Company Common Stock"), to be issued or granted to the JG Shareholders in accordance with their pro rata ownership of JG, and (iii) options to purchase six hundred thousand (600,000) shares of the Company Common Stock, with an exercise price equal to $1.50 per share, at any time prior to the third anniversary of the Closing (the "Stock Options"), to be issued or granted to the JG Holders in accordance with their pro rata ownership of JG (each a "JG Optionee"). 2 The parties intend that the closing of the Acquisition occur no later than three business days after the satisfaction of all closing conditions in the definitive transaction documents (the "Definitive Agreement") but not later than December 31, 2024, subject to extension by the parties. Closing of the Acquisition would be subject to standard closing conditions.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements concerning the timing of the closing of the Acquisition, as well as other expectations, plans, goals, objectives, assumptions or information about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. In addition to other assumptions identified in this Current Report on Form 8-K, assumptions have been made regarding, among other things, the completion of the Definitive Agreement, the Company's, Target's and the Shareholders' due diligence review and the receipt of applicable shareholder and third party approvals. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include the risks that the conditions to the Acquisition will not be satisfied or the Acquisition will not close on the terms expected. The forward-looking statements or information contained in this Current Report on Form 8-K are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 99.1 Press Release issued on October 17, 2024 announcing strategy update 99.2 Press Release issued on October 17, 2024 announcing letter of intent for an acquisition 99.3 Press Release issued on October 18, 2024 updating CognoGroup spin-off 99.4* Form of Letter of Intent, dated August 8, 2024, by and between Nixxy, Inc. and Just Got 2 Have It, Inc., Just Got 2 Have It! – NE, LLC, and Just Got 2 Have It! – West, LLC 104 Cover Page Interactive Data File (formatted as Inline XBRL document) *Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish copies of any of the omitted schedules or exhibits upon request of the U.S. Securities and Exchange Commission. 4

SIGNATURES

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 hereunto duly authorized. Dated: October 22, 2024 Nixxy, INC. By: /s/ Granger Whitelaw Granger Whitelaw Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR