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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): August 13, 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. ☐
Item 7.01 Regulation FD Disclosure.
On August 13, 2025, the Company issued a press release titled “Nixxy, Inc. (NASDAQ:NIXX) Acquires EDGE Data Center and Telecom Assets to Accelerate AI Infrastructure Rollout and Market Expansion”. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”).
On August 14, 2025, the Company issued a press release titled “Nixxy Inc. Reports Q2 2025 Revenue of $13.47 Million from Telecommunications Growth; Advances AI Platform with Strategic IP Acquisitions”. A copy of this press release is attached as Exhibit 99.2 to this Current Report.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for the 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. The information in this Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release issued on August 13, 2025. | |
| 99.2 | Press release issued on August 14, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the 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.
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Date: August 15, 2025 |
Nixxy, Inc. | |
| By: | /s/ Mike Schmidt | |
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Mike Schmidt Chief Executive Officer |
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Exhibit 99.1
Nixxy, Inc. (NASDAQ:NIXX) Acquires EDGE Data Center and Telecom Assets to Accelerate AI Infrastructure Rollout and Market Expansion
Aug 13, 2025 8:45am EDT
NEW YORK, NY / ACCESS Newswire / August 13, 2025 / Nixxy, Inc. (NASDAQ:NIXX), a technology company developing and providing AI-powered business services, today announced it has acquired the EDGE data center assets of Everythink Innovations Limited, (“EIL”) a telecom and edge infrastructure provider with existing operations in Freemont, CA and Vancouver, Canada. This strategic acquisition accelerates Nixxy’s rollout of its AI data infrastructure layer and provides immediate revenue scale and infrastructure capacity aligned with communications, AI, and data monetization applications by securing its own facilities and its ability to host its AI applications.
The transaction, valued at $3.65 million in cash and stock, includes the acquisition of EIL’s infrastructure and telecom assets, which includes more than $48 million in contracted annual recurring revenue (“ARR”) from wholesale data, VPN, and interconnect services, which will immediately add to Nixxy’s July’s $7.5mm and factor into August’s projected $10mm revenue base.
“This strategic asset purchase is a transformative step forward for Nixxy,” said Mike Schmidt, CEO of Nixxy. “It accelerates our AI data infrastructure rollout and positions us with operational assets across two key North American data center hubs, while serving as the blueprint for future edge data center expansion in North America, Europe and Asia.”
Strategic Highlights:
| · | AI-Ready Infrastructure: Immediate access to edge-optimized Tier 3 infrastructure in Vancouver and Fremont, with owned servers, routers, and active IX connectivity. | |
| · | Accelerated Market Entry: The transaction enables Nixxy to immediately deploy AI-enhanced services, including high-performance compute, DeFi integrations, and data-based systems. | |
| · | Cross-Border Platform: With dual presence in Canada and the U.S., Nixxy is positioned for low-latency service delivery, robust disaster recovery, and North American market reach. | |
| · | Live Revenue and Profitability: The acquired telecom assets contribute $48M in ARR and strategic deal flow. | |
| · | Technology Synergy: Integration of EIL's carrier-grade routing, switching, and Amazon Web Services (AWS) hybrid failover assets will power Nixxy's data infrastructure services across enterprise, telecom, and AI sectors. |
This transaction marks a critical inflection point in Nixxy’s strategic transformation into a global AI Data Infrastructure provider. It not only adds scale and operational maturity, but also significantly improves time to market for the company’s AI-powered services and partnerships.
About Nixxy, Inc.
Nixxy Inc. (NASDAQ:NIXX) a technology company developing and providing AI-powered business services, powering the next generation of intelligent services across telecom, healthcare, and enterprise markets. Anchored by its proprietary AI Infrastructure platform, Nixxy provides scalable, secure, and LLM-agnostic infrastructure for deploying private AI at scale. From global voice and messaging to AI-enhanced diagnostics, Nixxy delivers solutions where infrastructure, intelligence, and monetizable data converge. With a strategy focused on platform extensibility, data monetization, and data access models, Nixxy is building the foundation for the future of enterprise AI deployment and private data economy.
Filings and press releases can be found at http://www.nixxy.com/investor-relations.
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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 transaction described herein, including but not limited to: the uncertainty surrounding the timing of the transaction or proposed 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.
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Exhibit 99.2
$13.47 Million from Telecommunications Growth; Advances AI Platform with Strategic IP Acquisitions
Aug 14, 2025 9:00am EDT
Company posts first full quarter at scale in telecom; strengthens technology stack with recent M&A; focuses on disciplined execution and margin expansion.
NEW YORK, NY / ACCESS Newswire / August 14, 2025 / Nixxy Inc. (NASDAQ:NIXX) (“Nixxy” or the “Company”), an AI data infrastructure and intelligent communications company, today announced results for its quarter ended June 30, 2025 (“Q2 2025”). Nixxy delivered $13.47 million in Q2 revenue, a step-change from the prior-year period, reflecting rapid scaling of its AI-enabled telecommunications operations.
Q2 2025 Highlights
| · | Revenue: $13.47 million, primarily from telecommunications services. | |
| · | Year-to-date revenue: $14.86 million through June 30, 2025. | |
| · | Technology/IP acceleration: Closed or advanced three IP acquisitions integral to Nixxy's platform, Savitr (Aura CPaaS), Aqua Software (AI systems), and NexGenAI (gen-AI/ML stack). | |
| · | Integration momentum: Company surpassed a $6.6 million monthly revenue milestone in June 2025 as telecom operations scaled. |
The quarter reflects Nixxy’s pivot to an AI-driven communications model. On the balance sheet, intangible assets tied to acquired software and licenses increased underscoring the platform buildout. Total assets were $13.25 million and stockholders’ equity $6.73 million at quarter-end; cash and cash equivalents were $940,000.
Subsequent Event - On August 12, 2025, Nixxy completed the acquisition of the Edge data center assets of Everythink Innovations Limited (EIL), a telecom and edge infrastructure provider with operations in Fremont, California and Vancouver, Canada. In exchange, Nixxy issued 2,000,000 restricted shares of common stock and agreed to pay an additional $150,000 upon certain conditions, for an aggregate transaction value of $3,650,000. Once integrated into the Company’s foundational AI data infrastructure layer, these assets are expected to enhance in-house capacity for AI-enabled communications workloads, improve network resiliency, and support mix optimization and unit economics over time.
“Q2 marks a turning point for Nixxy. We scaled telecom revenue quickly, validating our strategy while upgrading our technology stack with targeted IP acquisitions,” said Mike Schmidt, CEO of Nixxy. “Following quarter-end, we expanded our infrastructure footprint with the acquisition of EIL’s Edge data center assets in Fremont and Vancouver. Integrating these facilities into our AI Data Infrastructure is expected to enhance capacity, resiliency, and automation across our stack, supporting our goal to convert scale into durable margin expansion in the periods ahead.”
Full details are available in Nixxy’s Quarterly Report on Form 10-Q for the period ended June 30, 2025.
About Nixxy, Inc. (NASDAQ:NIXX) a technology company at the forefront of AI-powered business services, powering the next generation of intelligent services across telecom, healthcare, and enterprise markets. Anchored by its proprietary AI Infrastructure platform, Nixxy provides scalable, secure, and LLM-agnostic infrastructure for deploying private AI at scale. From global voice and messaging to AI-enhanced diagnostics, Nixxy delivers solutions where infrastructure, intelligence, and monetizable data converge. With a strategy focused on platform extensibility, data monetization, and data access models, Nixxy is building the foundation for the future of enterprise AI deployment and private data economy.
Filings and press releases can be found at http://www.nixxy.com/investor-relations.
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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.
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