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Nixxy gets Nasdaq notice over sub-$1 share price

Nixxy, Inc. (NIXX) disclosed that on September 1, 2026 it received a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2).

(High)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Nixxy, Inc. (NIXX) disclosed that on September 1, 2026 it received a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). The stock is not immediately delisted, and Nixxy has a 180-calendar day grace period to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days, with the possibility of a second 180-day period subject to additional conditions, potentially including a reverse stock split.

The company also reported governance and leadership changes effective August 31, 2026. Director Ashissh Raichura resigned from the board, not due to any disagreement. Joe Conlon was appointed as a director and Chairman of the Audit Committee, receiving equity grants of 50,000 shares upon appointment, 50,000 shares per year vesting quarterly, and $3,000 per month in cash compensation. Elsa Sung, previously Chairwoman of the Audit Committee and a director, was appointed Chief Financial Officer under a one-year employment agreement with a base salary of $169,800 and eligibility for 100,000 stock units, with 50,000 vesting immediately and 50,000 vesting quarterly over the next year, plus defined severance and change-of-control protections.

Positive

  • Experienced CFO appointed with structured incentives: Nixxy named director Elsa Sung as Chief Financial Officer with a defined one-year agreement, equity grants of 100,000 stock units, and change-of-control protections, aiming to strengthen its financial leadership during a period of listing compliance pressure.

Negative

  • Nasdaq minimum bid price non-compliance: Nixxy received notice its stock traded below $1.00 for 30 consecutive business days, triggering a 180-day grace period to regain compliance, after which the shares could face delisting absent remediation or a successful appeal.
  • Board turnover around audit oversight: Director Ashissh Raichura resigned and Audit Committee Chairwoman Elsa Sung stepped down from that role, concentrating oversight responsibility in a newly appointed director and potentially adding transition risk in governance.

Insights

Analyzing...

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement for continued listing on the Nasdaq Capital Market
Non-compliance period 30 business days Consolidated closing bid price remained below $1.00 per share
Initial grace period to regain compliance 180 calendar days Period afforded under Nasdaq Listing Rule 5810(c)(3)(A)
Equity grant to Joe Conlon on appointment 50,000 shares Common stock granted under the 2024 Equity Incentive Plan upon joining the board and Audit Committee chair role
Annual equity compensation to Joe Conlon 50,000 shares per year Shares vest in four equal quarterly payments for each year of board service
Monthly cash fee to Joe Conlon $3,000 per month Cash compensation for serving as director and Chairman of the Audit Committee
CFO base salary for Elsa Sung $169,800 per year Annual base salary under the CFO Employment Agreement
Equity award eligibility for CFO 100,000 stock units 50,000 units vesting on the effective date and 50,000 vesting quarterly over 12 months
Nasdaq Listing Rule 5550(a)(2) regulatory
"not in compliance with Nasdaq Listing Rule 5550(a)(2), which is the minimum bid price requirement"
minimum bid price requirement market
"which is the minimum bid price requirement for continued listing on The Nasdaq Capital Market"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has automatically been afforded a 180-calendar day grace period"
change of control financial
"In addition, upon a change of control, any unvested stock units will accelerate"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Item 404(a) of Regulation S-K regulatory
"no material interest subject to disclosure under Item 404(a) 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.

FAQ

What Nasdaq compliance issue did Nixxy, Inc. (NIXX) disclose?

Nixxy disclosed it received a Nasdaq notice that its common stock’s consolidated closing bid price was below $1.00 per share for 30 consecutive business days, causing non-compliance with Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market.

Does the Nasdaq notice immediately delist NIXX stock?

No. The notice does not immediately delist Nixxy’s stock. The company has a 180-calendar day grace period to regain compliance by achieving a closing bid price of at least $1.00 for ten consecutive business days, with a potential second 180-day period if conditions are met.

What leadership changes did Nixxy, Inc. (NIXX) announce?

Nixxy reported that Ashissh Raichura resigned as director, Joe Conlon was appointed as a director and Chairman of the Audit Committee, and Elsa Sung was appointed Chief Financial Officer while remaining on the board, all effective August 31, 2026.

What compensation will new director Joe Conlon receive at NIXX?

Joe Conlon received 50,000 shares of common stock under the 2024 Equity Incentive Plan, will receive 50,000 shares per year vesting in four quarterly installments for continued board service, and will be paid a $3,000 monthly cash fee.

What are the key terms of Nixxy’s CFO employment agreement with Elsa Sung?

Elsa Sung’s agreement provides a base salary of $169,800, eligibility for 100,000 stock units (50,000 vesting immediately and 50,000 vesting quarterly over 12 months), limited severance if terminated without cause, and accelerated vesting plus four months’ salary benefits upon certain change-of-control events.

Did Nixxy, Inc. (NIXX) indicate any impact of the Nasdaq notice on its operations?

Nixxy stated that receipt of the Nasdaq notice does not affect its business, operations, or SEC reporting obligations, though it noted there is no assurance it will regain compliance with the minimum bid price requirement or other Nasdaq listing criteria.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 31, 2026

 

NIXXY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction
of incorporation)

 

001-40563

(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

 

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On September 1, 2026, Nixxy, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s consolidated closing bid price has been below $1.00 per share for 30 consecutive business days and that, therefore, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which is the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The notice does not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market.

 

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has automatically been afforded a 180-calendar day grace period to regain compliance. The continued listing standard will be met if the consolidated closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day grace period.

 

If the Company is not in compliance by such date, the Company may be afforded a second 180-calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary.

 

If the Company does not regain compliance within the allotted 180-day compliance period and is not eligible for a second 180-day compliance period, the Company’s common stock would be subject to delisting unless it requested a hearing before an independent Nasdaq Hearings Panel. A request for a hearing would stay any suspension or delisting action pending the hearing and any additional extension period granted by the Nasdaq Hearings Panel.

 

The Company intends to monitor the closing bid price of the Company’s common stock and consider its available options to resolve the non-compliance with the minimum bid price requirement. The Company’s receipt of the notice does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Resignation of Director

 

On August 31, 2026, Ashissh Raichura resigned as a member of the Board of Directors (the “Board”) of Nixxy, Inc. (the “Company”), effective immediately. Mr. Raichura’s resignation did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

 

Resignation of Chairwoman of Audit Committee

 

On August 31, 2026, Elsa Sung resigned from her position as Chairwoman of the Audit Committee (the “Audit Committee”) of the Board, effective immediately.

 

 

 

 

 2 

 

 

Appointment of Director; Appointment of Chairman of the Audit Committee

 

On August 31, 2026, the Board appointed Joe Conlon as a member of the Board and Chairman of the Audit Committee, effective immediately.

 

There is no arrangement or understanding between Mr. Conlon and any other persons pursuant to which Mr. Conlon was appointed to his position. There are no family relationships between Mr. Conlon and any of the Company’s officers or directors. There are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Conlon has a material interest subject to disclosure under Item 404(a) of Regulation S-K, or which has not previously been disclosed.

 

As compensation for his appointment as a member of the Board and Chairman of the Audit Committee, Mr. Conlon was granted (a) 50,000 shares of common stock under the Company’s 2024 Equity Incentive Plan (the “Plan”); and (b) for each year of service, beginning for and pro-rated for the current year, and for each year that Mr. Conlon continues to be a member of the Board, 50,000 shares of common stock that vest in four even quarterly payments; and (c) a monthly payment of $3,000.

 

Appointment of Chief Financial Officer

 

On August 31, 2026, the Board appointed Elsa Sung, age 52, who currently serves as a member of the Board, as Chief Financial Officer of the Company, effective immediately. Ms. Sung will continue to serve as a member of the Board but has resigned from her position as Chairwoman of the Audit Committee.

 

Ms. Sung has more than 20 years of financial and accounting experience, including serving as Chief Financial Officer of a Nasdaq-listed company. Since February 2017, she has been a Managing Member of Canvas Group, Inc., a financial advisory and consulting firm. She previously served as Chief Financial Officer of Jiangbo Pharmaceuticals, Inc. (Nasdaq: JCBO) and held audit roles at Ernst & Young LLP and Sherb & Co. Ms. Sung holds an MBA and a Bachelor of Science in Accounting from Florida Atlantic University. She is a licensed CPA in the State of Georgia (inactive). She has served as on the Board since January 2025.

 

There are no family relationships between Ms. Sung and any director or executive officer of the Company. Ms. Sung was not appointed pursuant to any arrangement or understanding with any other person. There are no transactions between the Company and Ms. Sung that would be required to be reported under Item 404(a) of Regulation S-K.

 

In connection with her appointment, the Company and Ms. Sung entered into an employment agreement dated September 1, 2026 (the "Employment Agreement"). The Employment Agreement provides for an annual base salary of $169,800 and eligibility, subject to Board approval, for an equity award of 100,000 stock units under the Plan, with 50,000 units vesting on the effective date and the remaining 50,000 units vesting in equal quarterly installments over the following twelve months, subject to continued service. The Employment Agreement has an initial twelve-month term unless earlier terminated. If Ms. Sung is terminated without cause after the first ninety days, she will be entitled to one month of base salary and health insurance benefits, subject to a release of claims. In addition, upon a change of control, any unvested stock units will accelerate, and if she is terminated without cause or experiences a material role change in connection with the change of control, she will be entitled to four months of base salary, subject to the terms of the Employment Agreement. A copy of the Employment Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number  Description
10.1  CFO Employment Agreement, dated September 1, 2026, between Nixxy, Inc. and Elsa Sung.
104  Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

 

 

 

 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: September 3, 2026 By: /s/ David Kratochvil
  Name:

David Kratochvil

  Title: Chief Executive Officer

  

 

 

 

 

 

 

 

 

 

 

 

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Filing Exhibits & Attachments

4 documents