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Nixxy (NASDAQ: NIXX) ends Tachyon9 LOI, pursues larger stake in Nakota AI campus

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nixxy, Inc. terminated its binding Letter of Intent with Tachyon 9 Corporation on July 30, 2026, in order to pursue other potential business opportunities, and did not incur any early termination penalties.

On the same date, the company announced a Strategic AI Infrastructure Platform Initiative centered on the Nakota project. Nixxy is negotiating directly with the Nakota project developer to procure the property and provide all funds required for permits and approvals, and is working on a long-term global definitive agreement to acquire the entire project. The new structure is expected to allow Nixxy to own a much larger percentage of Nakota than previously contemplated and to position Nakota as a cornerstone of a broader AI infrastructure and digital energy platform. Management highlighted the large anticipated infrastructure investment cycle around artificial intelligence and plans to seek strategic capital partners, customers, and infrastructure investors, with additional updates expected as the strategic review progresses.

Positive

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Negative

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Filing Explained

The filing states that the strategic-initiative details were furnished under Item 7.01 and are not deemed filed under Section 18; its forward-looking acquisition, financing, and development statements remain prospective disclosures rather than completed transactions.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
LOI termination date July 30, 2026 Date Nixxy terminated the binding Letter of Intent with Tachyon 9 Corporation
LOI execution date June 15, 2026 Date the binding Letter of Intent with Tachyon 9 Corporation was originally dated
Press release date Jul 30, 2026 Date of the press release announcing the Strategic AI Infrastructure Platform Initiative
Registrant telephone (877) 708-8868 Nixxy’s listed principal executive office telephone number
Exhibit number 99.1 Press release attached as an exhibit describing the Nakota AI infrastructure initiative
Interactive data exhibit 104 Cover Page Interactive Data File formatted in iXBRL
Material Definitive Agreement regulatory
"Item 1.02. Termination of a Material Definitive Agreement"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Letter of Intent regulatory
"terminated the binding Letter of Intent with Tachyon 9 Corporation"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure On July 30, 2026"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"The Company's statements regarding potential acquisitions... constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI infrastructure campus technical
"Nakota is envisioned as a next-generation AI infrastructure campus integrating dedicated power"

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

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FAQ

What material agreement did Nixxy (NIXX) terminate on July 30, 2026?

Nixxy terminated a binding Letter of Intent with Tachyon 9 Corporation on July 30, 2026. The company ended this agreement to pursue other potential business opportunities and incurred no early termination penalties in connection with the termination.

What is Nixxy’s (NIXX) new Strategic AI Infrastructure Platform Initiative?

Nixxy launched a Strategic AI Infrastructure Platform Initiative focused on developing infrastructure for artificial intelligence. The strategy centers on the Nakota project and aims to develop, own, finance, and operate power, digital infrastructure, and related assets supporting AI computing demand.

How is Nixxy (NIXX) approaching the Nakota project after the Tachyon9 LOI ended?

Nixxy is negotiating directly with the Nakota project developer to procure the property and fund required permits and approvals. It is also working toward a long-term global definitive agreement to acquire the entire Nakota project, with a larger ownership stake than before.

Did Nixxy (NIXX) face penalties for ending the Tachyon 9 Letter of Intent?

No. Nixxy explicitly states it did not incur any early termination penalties when it terminated the binding Letter of Intent with Tachyon 9 Corporation. The company is redirecting its efforts toward other business opportunities, including the Nakota AI infrastructure project.

How does Nixxy (NIXX) describe the Nakota AI infrastructure project?

Nixxy describes Nakota as a next-generation AI infrastructure campus integrating dedicated power generation, natural gas infrastructure, digital infrastructure, and scalable expansion capabilities. The project is intended to support the rapidly growing demand for artificial intelligence computing.

What future plans did Nixxy (NIXX) outline regarding financing and partnerships?

Nixxy plans to evaluate strategic capital partners, customers, and infrastructure investors to support Nakota’s long-term growth. As its strategic review progresses, the company expects to provide further updates on corporate initiatives, development activities, strategic partnerships, and long-term capital plans.
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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): July 30, 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 1.02. Termination of a Material Definitive Agreement

 

Termination of LOI

 

On July 30, 2026, Nixxy, Inc. (the “Company”) terminated the binding Letter of Intent (the “Binding Letter of Intent”) with Tachyon 9 Corporation, a Delaware corporation, dated as of June 15, 2026. The Company terminated the Binding Letter of Intent to pursue other potential business opportunities. The Company did not incur any early termination penalties in connection with the termination of the Binding Letter of Intent.

 

Item 7.01. Regulation FD Disclosure

 

On July 30, 2026, the Company issued a press release titled “Nixxy Announces Strategic AI Infrastructure Platform Initiative” A copy of the press release is attached as Exhibit 99.1 hereto.

 

The Company's statements regarding potential acquisitions, development activities, financing initiatives, strategic partnerships, and future growth constitute forward-looking statements subject to various risks and uncertainties.

 

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 Number  Description
99.1  Press release, issued on July 30, 2026
104  Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

  NIXXY, INC.
   
Dated: July 31, 2026 By: /s/ David Kratochvil
  Name:

David Kratochvil

  Title: Chief Executive Officer

  

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

Jul 30, 2026

 

Nixxy Announces Strategic AI Infrastructure Platform Initiative

 

Company Reaffirms Commitment to Nakota Development and Long-Term AI Infrastructure Strategy

 

 

 

NEW YORK--(BUSINESS WIRE)--Nixxy, Inc. (Nasdaq: NIXX) today announced it is currently in negotiations directly with the developer of the Nakota project to procure the Nakota property and provide all funds required to obtain the necessary permits and approvals to advance the project. In addition, the company is working on a long-term global definitive agreement to acquire the entire project. The new structure will allow Nixxy to own a much larger percentage of the Nakota project than previously contemplated.

 

Reaffirming Commitment to Nakota Development

 

The Company reaffirmed that it remains committed to advancing the Nakota development opportunity. The evaluation process reinforced Nixxy's confidence in the Nakota opportunity and highlighted the value of a more direct role in advancing its development. Now, Nixxy has greater flexibility to advance Nakota as a cornerstone of its broader AI infrastructure platform and to engage directly with strategic capital, infrastructure, and commercial partners. Therefore, given this strategic initiative, the previously disclosed Letter of Intent relating to the proposed Tachyon9 transaction has concluded upon its expiration.

 

Management and the Board of Directors believe the evaluation process strengthened the Company's strategic direction and supported a broader, more compelling long-term strategy focused on artificial intelligence infrastructure and digital energy development. “Over the past several months, we have continued to evaluate the extraordinary pace of investment occurring across the AI ecosystem. That work reinforced our belief that the greatest long-term opportunity is not simply participating in individual transactions, but building a platform capable of developing, owning, financing, and operating the infrastructure that powers artificial intelligence,” said Chairman and CEO David Kratochvil.

 

Nakota Project

 

Nakota is envisioned as a next-generation AI infrastructure campus integrating dedicated power generation, natural gas infrastructure, digital infrastructure, and scalable expansion capabilities designed to support the rapidly growing demand for artificial intelligence computing. The Company intends to continue advancing development activities while evaluating strategic capital partners, customers, and infrastructure investors to support the project's long-term growth.

 

 

 

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Looking Ahead

 

The Company believes that artificial intelligence represents one of the largest infrastructure investment cycles in modern history. Management expects future growth will be driven by increasing demand for reliable power, digital infrastructure, and integrated development capabilities. As its strategic review progresses, Nixxy expects to provide additional updates regarding corporate initiatives, development activities, strategic partnerships, and long-term capital plans.

 

About Nixxy, Inc.

 

Nixxy, Inc. (Nasdaq: NIXX) is pursuing a strategy to develop and invest in critical infrastructure supporting the accelerating demand for artificial intelligence, digital infrastructure, and advanced energy systems. Through disciplined capital allocation and strategic partnerships, the Company seeks to originate, develop, finance, operate, and optimize infrastructure assets positioned to support long-term growth across the AI economy.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company's strategic plans, development activities, potential acquisitions, financing initiatives, project timelines, anticipated market opportunities, and future operating performance. Actual results may differ materially due to a variety of risks and uncertainties, including the Company's ability to execute its strategic initiatives, obtain financing, complete acquisitions, develop projects, secure commercial agreements, and other factors described in the Company's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.

 

Contacts

 

Nixxy Investor Relations: ir@nixxy.com

 

 

 

 

 

 

 

 

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Filing Exhibits & Attachments

4 documents