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  4. [8-K] Nixxy, Inc. Reports Material Event

Nixxy (NASDAQ: NIXX) sells $1M in shares and switches auditors

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nixxy, Inc. entered into securities purchase agreements with several investors to privately sell 1,481,481 shares of common stock at $0.675 per share, raising $1,000,000 in gross proceeds. The sale relies on an exemption from registration under Section 4(a)(2) of the Securities Act.

The company also changed its independent auditor. It dismissed HTL International, LLC and engaged KG CPA LLP as its new independent registered public accounting firm. Nixxy states there were no disagreements with HTL and no reportable events, and HTL provided a letter to the SEC agreeing with these disclosures.

Positive

  • None.

Negative

  • None.

Insights

Nixxy raises $1M via private share sale and changes auditors without reported disputes.

Nixxy, Inc. executed a private placement of 1,481,481 common shares at $0.675 per share for total gross proceeds of $1,000,000. The transaction used Section 4(a)(2) of the Securities Act, indicating it was targeted to a limited group of investors rather than the public.

On the governance side, the company dismissed HTL International, LLC and appointed KG CPA LLP as its independent registered public accounting firm, with both moves approved by the audit committee and board. Nixxy reports no disagreements or reportable events with HTL, and HTL’s letter filed as Exhibit 16.1 states its agreement with these disclosures, which helps reduce concern about underlying accounting disputes.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares sold 1,481,481 shares Common stock issued under securities purchase agreements
Share price $0.675 per share Agreed in February 2026 for the private sale
Gross proceeds $1,000,000 Total consideration for the 1,481,481 common shares
Securities Act exemption Section 4(a)(2) Exemption used instead of registering the share offering
Auditor dismissal date April 2, 2026 Date HTL International was dismissed as auditor
New auditor engagement date March 30, 2026 Date KG CPA LLP was engaged as new auditor
Securities Purchase Agreement financial
"the Company entered into share purchase agreements (the “Agreements”) with several investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Section 4(a)(2) regulatory
"The Company is relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
independent registered public accounting firm financial
"the Company dismissed HTL International, LLC (“HTL”) as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"There were no “reportable events,” as that term is described in Item 304(a)(1)(v) of Regulation S-K."
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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): March 30, 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 1.01 Entry into a Material Definitive Agreement.

 

Securities Purchase Agreement

 

On March 30, 2026, the Nixxy, Inc. (the “Company”) entered into share purchase agreements (the “Agreements”) with several investors for the sale of its common stock, par value $0.0001 (each a “Share”). The Company sold 1,481,481 Shares to five investors for a price per Share of $0.675 (such price agreed upon in February 2026) for a total of $1,000,000. The Company received proceeds provided by certain third parties or designees associated with the investors and is in the process of reconciling the final funding arrangements. The Agreements contain customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure regarding the securities to be sold and issued under the Agreements set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02. The securities described above under Item 1.01 have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or any state securities laws. The Company is relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof.

 

Item 4.01 Change in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm

 

On April 2, 2026, the Company dismissed HTL International, LLC (“HTL”) as the Company’s independent registered public accounting firm. This decision was recommended and approved by the Audit Committee of the Company and thereafter, approved by the Board of Directors of the Company.

 

HTL did not issue any reports on the financial statements of the Company during the period it served as the Company’s independent registered public accounting firm. During the Company’s two most recent fiscal years and through the subsequent interim period up to and including the date of HTL’s dismissal, and specifically during the Company’s engagement of HTL in 2025, there were no disagreements between the Company and HTL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to HTL’s satisfaction, would have caused HTL to make reference to the matter in its reports. There were no “reportable events,” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided HTL with a copy of the foregoing disclosures it is making in this Current Report on Form 8-K prior to its filing. HTL has furnished a letter addressed to the Securities and Exchange Commission stating that it agrees with the statements made herein. The Company has filed such letter as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Engagement of New Independent Registered Public Accounting Firm

 

On March 30, 2026, the Company engaged KG CPA LLP (“KG”) as its new independent registered public accountant. This decision was recommended by the Audit Committee of the Company and thereafter approved by the Board of Directors of the Company.

 

During the Company’s two most recent fiscal years and through the date of engagement, neither the Company nor anyone on its behalf consulted with KG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written or oral advice was provided to the Company that KG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

 

 

 2 

 

 

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Exhibit Description
     
16.1   Letter from HTL International, LLC dated April 3, 2026
104   Cover Page Interactive Data File (formatted as Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

 

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: April 3, 2026 By: /s/ Mike Schmidt
  Name: Mike Schmidt
  Title: Chief Executive Officer

  

 

 

 

 

 

 

 

 

 

 

 

 

 4 

 

Source: View Original Filing on SEC EDGAR

FAQ

What new financing did NIXX secure in this 8-K filing?

Nixxy, Inc. raised $1,000,000 through a private sale of 1,481,481 common shares at $0.675 per share. The funding came from several investors under share purchase agreements relying on a Section 4(a)(2) registration exemption.

How many Nixxy (NIXX) shares were sold and at what price?

The company sold 1,481,481 shares of common stock at a price of $0.675 per share. These shares were issued to five investors through private securities purchase agreements, generating total gross proceeds of $1,000,000.

Was Nixxy’s $1,000,000 share sale registered with the SEC?

No, the securities issued in this transaction were not registered under the Securities Act. Nixxy relied on the private offering exemption in Section 4(a)(2), which allows sales to certain investors without a public registration statement.

Which auditing firm did Nixxy (NIXX) dismiss, and why is that important?

Nixxy dismissed HTL International, LLC as its independent registered public accounting firm. The company states there were no disagreements or reportable events with HTL, and HTL sent a letter to the SEC agreeing with these statements, reducing concern about undisclosed audit issues.

Who is Nixxy’s new independent auditor after this 8-K?

Nixxy engaged KG CPA LLP as its new independent registered public accounting firm. The audit committee recommended, and the board approved, this engagement. The company reports it did not previously consult KG on accounting principles, audit opinions, or reportable events before the appointment.

Did Nixxy report any disagreements with its former auditor HTL International?

Nixxy reports no disagreements with HTL International on accounting principles, financial statement disclosure, or audit scope, and no reportable events. HTL provided a letter to the SEC confirming it agrees with the company’s characterization of the auditor change.

Filing Exhibits & Attachments

5 documents

Other Documents