Nixxy, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Nixxy (NIXX) filed an 8-K detailing a new material agreement and equity sales.

AI Summary

Nixxy, Inc. (formerly Recruiter.com Group, Inc.) entered into a material definitive agreement on August 12, 2025. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Nixxy, Inc. is incorporated in Nevada and its fiscal year ends on December 31.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-40563 — SEC File Number (Identifies the company's filing history with the SEC.)
• 251228888 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Nixxy, Inc. (company) — Registrant
• Recruiter.com Group, Inc. (company) — Former company name
• August 12, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 1178 BROADWAY, 3RD FLOOR (address) — Business and mailing address
• NEW YORK (city) — Business and mailing city
• 10001 (zip_code) — Business and mailing zip code

FAQ

Key Financial Figures

• $3,650,000 — xxy agreed to pay Everythink Innovation $3,650,000, consisting of (a) 2,000,000 restricted
• $1.75 — mon stock of Nixxy, at a price share of $1.75; and (b) $150,000, payable upon the soo
• $150,000 — xxy, at a price share of $1.75; and (b) $150,000, payable upon the sooner of (1) when Co
• $1,300,000 — er of (1) when Company has in excess of $1,300,000 of cash in its bank account and (2) the

Filing Documents

• nixxy_8k.htm (8-K) — 31KB
• nixxy_ex1001.htm (EX-10.1) — 131KB
• image_001.jpg (GRAPHIC) — 37KB
• image_002.jpg (GRAPHIC) — 51KB
• image_003.jpg (GRAPHIC) — 25KB
• image_004.jpg (GRAPHIC) — 18KB
• 0001683168-25-006291.txt ( ) — 574KB
• nixx-20250812.xsd (EX-101.SCH) — 3KB
• nixx-20250812_def.xml (EX-101.DEF) — 26KB
• nixx-20250812_lab.xml (EX-101.LAB) — 36KB
• nixx-20250812_pre.xml (EX-101.PRE) — 25KB
• nixxy_8k_htm.xml (XML) — 5KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Effective August 12, 2025, Nixxy, Inc. (the "Company" or "Nixxy") entered into an Asset Purchase Agreement (the "APA") with Everythink Innovation Limited., a private Canadian corporation ("Everythink Innovation"), pursuant to which Nixxy agreed to acquire all assets related to EDGE data center and AI software, including associated intellectual property (the "Acquisition"). Everythink Innovation specializes in EDGE data center technologies and AI software development, with a focus on AI integration, wholesale long distance interconnections and sales. As consideration for the Acquisition, Nixxy agreed to pay Everythink Innovation $3,650,000, consisting of (a) 2,000,000 restricted common stock of Nixxy, at a price share of $1.75; and (b) $150,000, payable upon the sooner of (1) when Company has in excess of $1,300,000 of cash in its bank account and (2) the closing of any financing within 90 days of execution of this contract that increases the cash position to $1,300,000. The APA includes customary representations, warranties and covenants of the Company and Everythink Innovation. The APA also contains post-closing indemnification provisions pursuant to which Everythink Innovation has agreed to indemnify the Company against losses resulting from certain events, including breaches of representations and warranties, covenants and certain other matters. The foregoing is a summary of the material terms of the APA and does not purport to be a complete statement of the rights, obligations, or provisions contained therein. This summary is qualified in its entirety by reference to the full text of the APA, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits. Exhibit No. Exhibit Description 10.1 Asset Purchase Agreement dated August 12, 2025 by and between Nixxy, Inc. and Everythink Innovation Limited. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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. Date: August 18, 2025 Nixxy, Inc. By: /s/ Mike Schmidt Mike Schmidt Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR