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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 9, 2026
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 June 9, 2026, the Company issued a press release
titled "Power, Not Chips, Is Now AI's Biggest Constraint: NASDAQ Firm Backs $1B Infrastructure Buildout as Nixxy, Inc. (NIXX) announces
a binding LOI with Tachyon9 to Create a NASDAQ-Listed AI Hyperscale Infrastructure and Energy Platform." 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 June 9, 2026 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| |
NIXXY, INC. |
| |
|
| Dated: June 10, 2026 |
By: |
/s/ Mike Schmidt |
| |
Name: |
Mike Schmidt |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Power, Not Chips, Is Now AI’s Biggest Constraint: NASDAQ Firm Backs
$1B Infrastructure Buildout as Nixxy, Inc. (NIXX) announces a binding LOI with Tachyon9 to Create a NASDAQ-Listed AI Hyperscale Infrastructure
and Energy Platform.
This First Strategic Transaction is to build a 1GW Gas fired over
36 months of Hyperscale compute, 120mw of AI Infrastructure Project to be delivered in Q2 of 2027
NEW YORK--(BUSINESS
WIRE)--Nixxy, Inc. (NASDAQ: NIXX) (“Nixxy” or the “Company”) today announced that it has entered
into a transformative and binding Letter of Intent (“LOI”) with Tachyon9 Corporation, a privately held energy and data infrastructure
company, to execute a strategic NASDAQ transaction intended to create a fully operational, asset-backed public company focused on AI infrastructure,
energy generation, next-generation data center development and GPU compute. With planned investment into the data center shell and power
core to be delivered behind the meter, the first 120mw of compute power are planned to be operational by 2nd quarter of
2027. Total compute power will be built in 120mw increments over a period of 24 months.
Upon completion of the proposed transaction, the combined company is
expected to operate under TACC while retaining its NASDAQ listing, positioning the platform to pursue large-scale AI infrastructure opportunities
through abundant natural gas supply in North Dakota and other states connected to the Northern Midwest Gas supply pipelines.
This proposed initial transaction is expected to include:
| |
· |
Planned investment of approximately $1 billion into power and energy
infrastructure supporting the 620 Acre Nakota Project, in Williston, North Dakota, designed to deliver up to 1 gigawatt (“GW”)
of capacity over an anticipated 36-month buildout period, with the first 150 megawatts (“MW”) expected to be operational by
the second quarter of 2027. |
| |
· |
Planned Investment on phase 1 of $5 billion in GPU financing through
a major offtake partner, with MoU already executed |
| |
· |
More than $64 million in hard infrastructure and equipment assets
|
| |
· |
A planned $75 million
private placement financing |
The announcement represents the culmination of Nixxy’s strategic
transformation over the past year. During that period, the Company executed a broad restructuring and repositioning initiative, including
the separation of legacy operations, expansion of its communications infrastructure platform, and transition into an AI-enabled communications
and AI data infrastructure company purpose-built for the emerging AI economy.
Following completion of the transaction, under its new branding, the
Company intends to focus its long-term strategy on AI data centers, power infrastructure, and high-performance compute ecosystems supporting
enterprise AI, sovereign AI initiatives, hyperscale compute demand, and next-generation digital infrastructure deployment.
As part of the proposed transaction, the Company has secured what it
believes are the major foundational components necessary to advance development initiatives, including strategic site control, real estate
agreements, infrastructure rights, licensing arrangements, and project-related approvals. Following the transaction, the initial project
is expected to be the development of the Nakota 1GW data center project in North Dakota.
The combined entity is expected to launch with substantial operational
scale and infrastructure capacity, positioning the Company to participate directly in one of the fastest-growing sectors of the global
economy.
“This transaction is an asset-first restructuring designed to
give public market investors direct exposure to one of the most significant energy infrastructure buildouts currently underway in North
America that is crucial for the growth of our economy as well as our national security,” said Shahal Khan, Chairman and CEO of Tachyon9.
“This represents the next major evolution of Nixxy,” said
Mike Schmidt, Chief Executive Officer of NIXX, Inc. “Over the past year, we have worked to restructure and reposition the Company
for what we believe is one of the most significant infrastructure opportunities of our generation. AI is driving unprecedented global
demand for compute power, energy capacity, and data infrastructure. We believe this transaction positions Nixxy directly at the center
of that trend.”
As part of the proposed transaction, the Company expects to assemble
a world-class board of directors and senior executive leadership team comprised of seasoned technology, AI, infrastructure, energy, and
capital markets executives with extensive experience scaling public and private enterprises globally.
Following closing of the proposed transaction, the Company is expected
to divest its communications business through a strategic industry transaction to execute on this massive opportunity, allowing management
and capital resources to focus fully on AI infrastructure and energy development initiatives.
The Company believes the AI infrastructure sector represents one of
the largest generational investment opportunities in modern technology history, fueled by exponential growth in artificial intelligence
adoption, enterprise AI deployment, sovereign compute initiatives, and increasing global demand for scalable energy-backed data center
capacity.
Additional details regarding the transaction structure, infrastructure
assets, financing initiatives, governance enhancements, leadership appointments, and long-term strategic roadmap are expected to be provided
in a forthcoming series of announcements.
The proposed transaction remains subject to completion of due diligence,
execution of definitive agreements, regulatory approvals, board approvals, and other customary closing conditions. The proposed transaction
will be subject to shareholder consent of Nixxy’s shareholders.
About NIXX, Inc.
NIXX, Inc. (NASDAQ: NIXX) is an AI communications and data infrastructure
company focused on next-generation digital infrastructure platforms positioned at the intersection of artificial intelligence, high-performance
compute, energy, and data center infrastructure. Through its evolving strategic platform, the Company is pursuing large-scale opportunities
supporting the rapidly growing global demand for AI compute capacity, sovereign AI initiatives, and next-generation energy-backed digital
infrastructure.
Nixxy’s strategy includes the development and acquisition of
AI data center assets, power infrastructure, communications technologies, and scalable digital infrastructure platforms designed to support
the future of enterprise and hyperscale artificial intelligence deployment.
For more information, visit www.nixxy.com
ABOUT TACHYON9
Tachyon9 is a private operating company specializing in energy infrastructure,
transmission equipment, and data center assets. The company serves as the primary asset and revenue contributor in the NIXX rollup transaction,
contributing approximately $64 million in equipment, land option rights for the Nakota project, and a signed LOI for the entire 1 GW development.
Tachyon9 projects $275 million in topline revenue for 2026.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated growth, revenue
scale, operating leverage, and the Company’s development of communications-enabled financial workflows. Forward-looking statements are
based on management’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from
those expressed or implied. Investors should review the risk factors described in the Company’s Annual Report on Form 10-K filed with
the Securities and Exchange Commission on April 15, 2026, and other filings with the Securities and Exchange Commission. Nixxy undertakes
no obligation to update forward-looking statements except as required by law.
Contacts
Investor Relations Nixxy, Inc.
ir@nixxy.com
Tachyon9 contact:
John Arundel
Managing Director
Perdicus Global Communications
Washington, DC
John@perdicuspr.com
(703) 963-4191
