UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

 

FORM 8-K

________________________________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 1, 2024

________________________________

 

NIXXY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-53641

 

90-1505893

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

123 Farmington Avenue, Suite 252

Bristol, CT 06010

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (855) 931-1500

 

Not Applicable

(Former name or former address, if changed since last report.)

________________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 Securities registered pursuant to 12(b) of the Act:

 

Title of class

 

Trading symbol

 

Name of exchange on which registered

Common Stock

 

NIXX

 

NASDAQ Capital Market

Common Stock Purchase Warrants

 

NIXXW

 

NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Chief Financial Officer

 

(b) On November 1, 2024, effective immediately, Miles Jennings resigned from his position as Chief Financial Officer of Nixxy, Inc. (the "Company").  Mr. Jennings’s resignation was not due to any disagreement with the Company. Mr. Jennings will serve as Managing Director of the Company's subsidiary, Recruiter.com Recruiting Solutions, LLC.

 

Appointment of Chief Financial Officer

 

(d) On November 1, 2024, effective immediately, the Company appointed Xuqiang (Adam) Yang, 42, to serve as the Company’s Chief Financial Officer.

 

Mr. Yang has several years of experience of financial reporting, including serving as the chief financial officer other public companies. Since November 2023, he has served as Chief Financial Officer at SMC Corp. Mr. Yang has also served as Controller of ADvantage Therapeutics Inc. since October 2023. From October 2022 to October 2023, Mr. Yang was a Senior Associate at Salberg & Company P.A. From October 2021 to October 2022, Mr. Yang served as the Accounting Lead at Nation Motor Club, LLC d/b/a Nation Safe Drivers, NIU of Florida, Inc. From June 2020 to October 2021, he served the Controller of Headline Solar LLC Mr. Yang was a Tax Accountant at Office Depot, LLC from June 2019 to June 2020. From June 2017 through June 2019, Mr. Yang worked as an Analyst at Envision Physician Services. Mr. Yang received his bachelor’s degree in accounting from Florida Atlantic University. Mr. Yang is also a Certified Public Accountant.

 

 In connection with his appointment as the Company’s Chief Financial Officer, Mr. Yang will receive a fixed monthly compensation of $8,666.

 

There is no arrangement or understanding pursuant to which Mr. Yang was appointed as the Chief Financial Officer of the Company. There are no family relationships between Mr. Yang and any director or executive officer of the Company, and Mr. Yang has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

 

On November 1, 2024, the Company issued a press release titled "Nixxy Details Strategic Growth, JustGot2HaveIt Acquisition Updates, and CognoGroup Spin-Off Record Date." A copy of the press release is attached as Exhibit 99.1 hereto.

 

The information set forth under Item 7.01 and in Exhibit 99.1 is intended to be furnished and shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events.

 

Record Date for CognoGroup Spin-off

 

On November 1, 2024, the Company announced that the record date for the previously announced spinoff of CognoGroup is set for November 15, 2024, with only shareholders of record eligible for the distribution of shares. The payable date for this transaction is expected in January 2025.

 

 
2

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Exhibit Description

 

 

 

99.1

 

Press release, issued on November 1, 2024

99.2

 

Cover Page Interactive Data File (formatted as Inline XBRL document)

 

 
3

 

 

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.

 

 

Nixxy, Inc.

    

Dated: November 4, 2024

By:/s/ Granger Whitelaw

 

 

Granger Whitelaw

 
  

Chief Executive Officer

 
    

 

 
4

 

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Cover
Nov. 01, 2024
Document Information Line Items  
Entity Registrant Name NIXXY, INC.
Entity Central Index Key 0001462223
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Nov. 01, 2024
Entity Ex Transition Period false
Entity File Number 001-53641
Entity Incorporation State Country Code NV
Entity Tax Identification Number 90-1505893
Entity Address Address Line 1 123 Farmington Avenue
Entity Address Address Line 2 Suite 252
Entity Address City Or Town Bristol
Entity Address State Or Province CT
Entity Address Postal Zip Code 06010
City Area Code 855
Local Phone Number 931-1500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Common Stocks [Member]  
Document Information Line Items  
Security 12b Title Common Stock
Trading Symbol NIXX
Security Exchange Name NASDAQ
Warrants [Member]  
Document Information Line Items  
Security 12b Title Common Stock Purchase Warrants
Trading Symbol NIXXW
Security Exchange Name NASDAQ

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