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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 29, 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 |
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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On June 29, 2026, Simon
Kearney became as a member of Nixxy, Inc. (the “Company”) Board of Directors (the “Board”). Mr. Kearney, 60, is
a senior business owner-operator with decades of leadership in hospitality, commercial real estate, asset management, and strategic growth
initiatives. Since January 2012, he has served as President and CEO of Kilkenny LLC, and since January 2015, he has served as President
and CEO of Killane LLC, where he provided management duties for real estate holdings. He also served as President of Kilnock, Inc. from
March 2003 until September 2023.
There is no arrangement
or understanding between Mr. Kearney and any other persons pursuant to which Mr. Kearney was appointed to his position. There are no family
relationships between Mr. Kearney 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. Kearney 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, Mr. Kearney was granted (a) 50,000 shares of common stock under the Company’s 2024 Equity
Incentive Plan (the “Plan”) (the “Initial Shares”); and (b) for each year of service, beginning for and pro-rated
for the current year, and for each year that Mr. Kearney 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 $2,500.
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 2, 2026 |
By: |
/s/ David Kratochvil |
| |
Name: |
David Kratochvil |
| |
Title: |
Chief Executive Officer |