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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): November 4, 2025

 

NIXXY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction
of incorporation)

 

001-53641

(Commission
File Number)

 

90-1505893

(IRS Employer
Identification No.)

 

 

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 November 4, 2025, the Company issued a press release titled "Nixxy Signs $12 Million Annual Contract Increase, Extending Telecom Growth Momentum." 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 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Exhibit Description
99.1   Press release, issued on November 4, 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.

 

Date: November 5, 2025

Nixxy, Inc.
   
  By:  /s/ Mike Schmidt
   

Mike Schmidt

Chief Executive Officer

  

 

 

 

 

 

 

 

 

 

 

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EX-99.1 2 nixxy_ex9901.htm PRESS RELEASE

Exhibit 99.1

 

Nixxy Signs $12 Million Annual Contract Increase, Extending Telecom Growth Momentum

 

Builds on October’s approximately $15.34 million in monthly revenues; expansion focused on European deployment and partner led scaling

 

New York, NY - November 4, 2025 - Nixxy, Inc. (NASDAQ: NIXX; member, Russell 3000E) (“Nixxy” or the “Company”) today announced it has executed a contract increase with Sky PLL Data Center OU, Estonia (“Sky PLL”) to expand traffic by approximately $12,000,000 per year beginning January 2026. The agreement is expected to add approximately $1,000,000 in monthly revenue to Nixxy’s telecommunications services business as it continues to scale across voice and SMS.

 

This expansion follows Nixxy’s continued top-line progress, with October 2025 revenues of approximately $15,339,405, versus $14,084,059 in September 2025 (revenue figures are preliminary and unaudited.)

 

The contract increase is expected to provide an immediate revenue lift of roughly $1.0 million per month beginning January 2026, reinforcing momentum within Nixxy’s telecom services segment while prioritizing an initial rollout for European clients in collaboration with its partners, including Sky PLL. By expanding network reach and edge capacity, the Company is laying the groundwork for higher-margin AI and data offerings planned for 2026, and through a partner-led strategy focused on onboarding additional carrier clients and international relationships, focussed to drive durable, recurring revenue growth.

 

“Our October results reflect steady execution in our voice and SMS business,” said Mike Schmidt, CEO of Nixxy. “This contract increase with Sky PLL strengthens our European presence and is aligned with our plan to grow high-quality, recurring telecom revenues. As we extend our edge footprint, we’re positioning the Company to introduce higher-margin AI and data products in 2026, with partners who value reliability, scale, and speed.”

 

Nixxy will continue to expand globally in collaboration with international partners, concentrating on incremental traffic onboarding, quality-of-service optimization, and increasing margins across voice and SMS routes. Also, the Company’s edge infrastructure build-out is designed to enable the next phase of AI and data offerings on the Nixxy platform in 2026.

 

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.

 

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.

 

 

 

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Preliminary Financial Information and Revenue Estimates. Any references in this press release to billing activity, platform usage, or forecasted revenues are unaudited, provisional, and derived solely from internal system data, telemetry, and operational logs. These figures do not constitute earned, invoiced, or collectible revenue and may not result in future cash flow. They are operational estimates provided solely for contextual and informational purposes. The Company makes no representation that such activity will result in recognized revenue under GAAP or any applicable accounting standards. These internal models are based on usage metrics and port-level system outputs and, though supported by finalized contracts, invoicing, or payment, may not be recognized. As such, no assurance can be given that any portion of this activity will be billable, collected, or otherwise monetized. Investors should rely exclusively on the Company's audited financial statements and public filings with the SEC when evaluating its financial performance or making investment decisions.

 

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.

 

 

 

 

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