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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): December 3, 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 December 3, 2025, the Company issued a press release titled "Nixxy Inc. (NASDAQ:NIXX) Announces Acceleration to $180 Million Annualized Revenue Run-Rate as AI Infrastructure, Global Telecom Partnerships, and Margin-Optimized Traffic Strategy Scale" A copy of the press release is attached as Exhibit 99.1 hereto.
On December 4, 2025, the Company issued a press release titled “Nixxy, Inc. Strengthens Leadership Team with Appointment of Julia Yu as Chief Executive Officer” A copy of the press release is attached as Exhibit 99.2 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 | ||
| 99.2 | Press Release Issued on December 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.
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Date: December 4, 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) Announces Acceleration to $180 Million Annualized Revenue Run-Rate as AI Infrastructure, Global Telecom Partnerships, and Margin-Optimized Traffic Strategy Scale
New York, NY – December 3, 2025 – Nixxy Inc. (NASDAQ: NIXX) (“Nixxy” or the “Company”), an AI-driven communications and data infrastructure company, today announced that its monthly revenue run-rate has increased from just over $1 million in February 2025 to over $15 million in November 2025. This represents more than a 1,000% increase in monthly revenue run-rate in under a year and an implied annualized revenue run-rate of approximately $180 million.
The Company expects to achieve operational profitability in Q1 2026, driven by cost-optimization initiatives, revenue scale, and ongoing margin improvements. Nixxy continues to focus on strengthening unit economics by expanding marketing-driven traffic, improving its route mix, and deploying AI across its platforms, including Leadnova.ai, Nixxy’s AI-powered sales acceleration platform, to support sustainable long-term value creation. In addition, Nixxy’s existing $2 million credit facility, convertible at $2.00 per share, is expected to provide sufficient working capital to pursue its 2026 objectives, enabling disciplined execution without additional dilutive financing.
“In less than a year, Nixxy has scaled from early-stage revenue levels to roughly $15 million per month in revenue, reflecting accelerating adoption and strength of our AI-enabled communications model and the demand for global AI messaging, omni-channel delivery infrastructure, and enterprise-grade routing precision,” said Mike Schmidt, Chief Executive Officer of Nixxy. “We believe our current share price does not yet reflect the pace of this transformation or the long-term opportunity we see in combining our telecom platform with AI-driven marketing automation and AI data infrastructure.”
As Nixxy further integrates its AI capabilities and refines its traffic mix, the Company aims to increase gross margins, deepen customer relationships, and expand the recurring nature of its revenue very quickly. Management believes that the combination of rapid top-line growth, expanding AI infrastructure, and a focus on serving SMEs at scale provides a strong foundation for long-term shareholder value.
“Our goal is to build a durable AI communications and data platform that can support millions of customers and tens of thousands of businesses worldwide across global telecom, fintech, AI automation, and digital enterprise ecosystems,” added Schmidt. “We believe that by prioritizing growth, infrastructure, and customer reach today, we are laying the groundwork for attractive operating leverage and margin expansion over the long term.”
About Nixxy, Inc. (NASDAQ: NIXX) a technology company at the forefront of AI-powered business services, powering the next generation of intelligent services. 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.
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.
Exhibit 99.2
Nixxy, Inc. Strengthens Leadership Team with Appointment of Julia Yu as Chief Financial Officer
New York, NY – Nixxy, Inc. (NASDAQ: NIXX) (member, Russell 3000E) (“Nixxy” or the “Company”) today announces the appointment of Julia Yu as Chief Financial Officer, effective immediately. This marks an important and highly positive step for the Company as it prepares for the next phase of scale and anticipated growth heading into 2026. The Company also noted that the prior CFO consulting arrangement with Adam Yang concluded in accordance with its terms and thanks Mr. Yang for his leadership over the past year.
“Julia’s appointment comes at exactly the right time for Nixxy,” said Mike Schmidt, CEO of Nixxy, Inc. “We are entering a period of rapid, and we believe potentially explosive, growth as we expand our AI-native communications and data infrastructure platform. Julia brings the experience and discipline to help us scale intelligently, building the systems, controls, and financial efficiencies needed to support larger transactions, manage complexity, and drive long-term value creation for our shareholders.”
Ms. Yu is a highly accomplished global finance executive with more than two decades of leadership experience across public companies and high-growth technology enterprises. Her background spans SEC reporting, IPO/SPAC readiness, public-company compliance, audit oversight, capital markets, M&A, and enterprise-wide financial transformation – skills that are directly aligned with Nixxy’s strategy as it grows into 2026 and beyond.
She has previously served as CFO and Executive Board Director for public companies and technology firms, leading organizations through complex regulatory environments, scaling financial systems, and overseeing major strategic and operational initiatives. Earlier in her career, Ms. Yu held senior finance roles at ExxonMobil and Unilever, where she developed deep operational and global experience across enterprise functions.
Ms. Yu has partnered with global innovators including AWS, Stripe, NVIDIA, IBM, and Visa, supporting transformative initiatives in intelligent automation, payments modernization, cross-border infrastructure, enterprise AI adoption, and real-time financial platforms. She is recognized for enabling scalable growth, strengthening financial discipline, and aligning execution with long-term value creation, all of which Nixxy expects will be critical as the Company manages a larger, more complex business.
Her thought leadership has been featured in Fortune, and she mentors founders through Techstars and Startupbootcamp. Ms. Yu holds CPA, MBA, CIA, and CGMA designations and is a Six Sigma Black Belt.
With this appointment, Nixxy believes it is adding a key strategic leader to help navigate its next stage of growth, support increasing transaction volume, and reinforce the financial foundation needed to execute on its 2026 scaling plans.
About Nixxy, Inc. (NASDAQ: NIXX) a technology company at the forefront of AI-powered business services, powering the next generation of intelligent services. 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.
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.