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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): June 30, 2025
NIXXY, INC.
(Exact name of registrant as specified in its charter)
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Nevada (State or other jurisdiction |
001-53641 (Commission |
90-1505893 (IRS Employer |
1178 Broadway, 3rd Floor
New York, NY 10001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (877) 708-8868
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. ☐
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Item 7.01. Regulation FD Disclosure.
On June 30, 2025, Nixxy, Inc. (the “Company”) issued a press release titled " Nixxy, Inc. (NASDAQ: NIXX) Added to Russell 3000E® Index." 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.
On June 30, 2025, the Company closed its public offering of 846,667 shares of its common stock, par value $0.0001 per share, at a price of $1.50 per share. In total, the Company raised $1.27 million in gross proceeds. The offering was made pursuant to a “shelf” registration statement on Form S-3 (File No. 333-267470). The final prospectus supplement in connection with the offering was filed with the SEC on EDGAR on May 29, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release, issued on June 30, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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.
| Dated: June 30, 2025 |
Nixxy, Inc.
By: /s/ Mike Schmidt Mike Schmidt Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Nixxy, Inc. (NASDAQ: NIXX) Added to Russell 3000E® Index
New York, NY – June 30, 2025 – Nixxy, Inc. (NASDAQ: NIXX), a next-generation communications company integrating AI-driven technologies into telecom infrastructure, announced today that it has been added to the Russell 3000E® Index, effective at the conclusion of the annual reconstitution of the Russell US Indexes. https://www.lseg.com/content/dam/ftse-russell/en_us/documents/other/rmicro-additions-20250523.pdf. The index is reconstituted annually to reflect changes in the U.S. markets over the past year.
The Russell 3000E® Index represents the broadest U.S. equity index, combining the Russell 3000® Index with the Russell Microcap® Index. The index includes up to 4,000 of the largest U.S. stocks by total market capitalization, providing investors with comprehensive exposure to the investable U.S. equity market. The Russell US Indexes are widely used by investment managers and institutional investors for index funds, benchmarking, and ETF development.
“We are honored to be included in the Russell 3000E Index,” said Mike Schmidt, CEO of Nixxy, Inc. “This milestone reflects the significant progress we have made in executing our strategy and expanding our platform across AI-powered telecom infrastructure and messaging solutions. Inclusion in a major index like the Russell 3000E increases our visibility among institutional investors and is another step forward in our journey to create long-term shareholder value.”
About Nixxy, Inc.
Nixxy, Inc. (NASDAQ:NIXX) is a next-generation communications and infrastructure company transforming the telecom landscape
through AI-powered platforms, intelligent routing, and enterprise-grade messaging solutions. Anchored by its AuralinkAI platform, Nixxy
integrates advanced automation, data analytics, and scalable infrastructure to deliver high-performance voice and messaging services globally.
With a focus on operational efficiency, strategic acquisitions, and platform scalability, Nixxy is building a robust telecom network optimized
for volume, intelligence, and margin. Nixxy's hybrid approach, combining infrastructure ownership with AI-enhanced service delivery, differentiates
it in modern telecom innovation, serving both wholesale and enterprise clients.
Filings and press releases can be found at http://www.nixxy.com/investor-relations.
Contact Information
Investor Contact: Nixxy, Inc.
Investor Relations Email: IR@nixxy.com
Phone: (877) 708-8868
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 Company's business strategy, future operations, acquisition strategy, financial position, potential growth, spin-out transactions, and market opportunities. Words such as 'anticipates,' 'believes,' 'expects,' 'intends,' 'plans,' and 'will,' 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. 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.
No Offer or Solicitation Disclaimer
This communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Risk Factors
Investors should carefully consider the risks associated with the Company's business and the spin-out transaction described herein, including
but not limited to: the uncertainty surrounding the timing of the spin-out; the ability to successfully execute acquisitions and integrate
acquired companies; the impact of technological changes on the Company's operations; and other risks detailed in the Company's filings
with the Securities and Exchange Commission, including those risk factors contained in the Company's Form 10-K for the year ended December
31, 2024.
SOURCE: Nixxy, Inc.