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): January 21, 2025

________________________________

 

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 8.01. Other Events.

 

On January 21, 2025, Nixxy, Inc. (the “Company”) announced the commencement of a private offering, which is subject to market conditions, of its zero-coupon convertible promissory notes in an aggregate principal amount of up to $50 million (the “Convertible Notes”) to certain accredited investors (the “Purchasers”) in a transaction exempt from registration under the Securities Act of 1933, as amended. The Convertible Notes will mature on the one-year anniversary date of the date of issuance and will have a conversion price of $7.50 per share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Convertible Notes will be purchased with Bitcoin and such Bitcoin will secure the Convertible Notes. The Company also plans to grant to the Purchasers certain customary registration rights with respect to the shares of Common Stock issuable upon the conversion of the Convertible Notes.

 

A copy of the press release issued in connection with the foregoing is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release dated January 21, 2025

104

 

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

 

 

2

 

 

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: January 22, 2025

 

 

 

 

 

 

Nixxy, Inc.

 

 

 

/s/ Debra Chen Volpone

 

Debra Chen Volpone

 

 

Chief Executive Officer

 

 

 

3

 

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Cover
Jan. 21, 2025
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 Jan. 21, 2025
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
Common Stock Purchase Warrants [Member]  
Document Information Line Items  
Security 12b Title Common Stock Purchase Warrants
Trading Symbol NIXXW
Security Exchange Name NASDAQ
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