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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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
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NIXXY, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
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001-53641 |
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90-1505893 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading symbol |
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Name of exchange on which registered |
Common Stock |
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NIXX |
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NASDAQ Capital Market |
Common Stock Purchase Warrants |
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NIXXW |
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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. |
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Description |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL document) |
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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 |
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Nixxy, Inc. |
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/s/ Debra Chen Volpone |
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Debra Chen Volpone |
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Chief Executive Officer |
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EXHIBIT 99.1
Nixxy Commences Private Offering of up to $50 million of Bitcoin Secured Convertible Notes
NEW YORK, NY – January 21, 2025 – Nixxy, Inc, (Nasdaq: NIXX), or “Nixxy” or the “Company,” today announced it has commenced a private offering (the “Offering”), subject to market and other conditions, of up to $50 million aggregate principal amount of its zero-coupon convertible notes to certain accredited investors, with a maturity date on the one year anniversary date of the date of issuance (the “notes”). The notes will have a conversion price of $7.50 per share of common stock of the Company (the “Common Stock”), with the aggregate principal amount of such notes that can be converted at such conversion price being determined based on a historical volume weighted average price of Bitcoin. The notes will be purchased with Bitcoin, and such Bitcoin will also secure the notes.
In addition, Nixxy plans to grant the noteholders certain customary registration rights with respect to the shares of Common Stock issuable upon conversion of the notes.
The offer and sale of the notes and the shares of Common Stock issuable upon conversion of the notes, if any, have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction, and the notes and any such shares of Common Stock issuable upon conversion thereof may not be offered or sold absent registration or an applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, including the notes or Common Stock, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Nixxy
Nixxy is a holding company committed to transforming traditional markets through advanced technology and data-driven insights. By acquiring cornerstone businesses in established industries and evolving their conventional operations with innovative solutions, Nixxy aims to unlock potential growth opportunities.
Forward-Looking Statements Disclaimer
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, including those regarding the proposed convertible notes offering described in this press release. Words such as ‘anticipates,' ‘believes,' ‘expects,' ‘intends,' ‘plans,' and ‘may,' or similar expressions, are intended to identify forward-looking statements. These statements are based on the Company's current expectations and beliefs and involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, as they involve inherent risks and uncertainties. The Company disclaims any obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Investor Contact
IR@nixxy.com