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

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

Rhea-AI Filing Summary

Nixxy, Inc. appointed Simon Kearney to its Board of Directors on June 29, 2026. Kearney is a 60-year-old senior business owner-operator with decades of leadership experience in hospitality, commercial real estate, asset management and strategic growth roles at Kilkenny LLC, Killane LLC and Kilnock, Inc.

As compensation, he received a grant of 50,000 initial common shares under the 2024 Equity Incentive Plan, plus 50,000 common shares per year of board service vesting in four equal quarterly installments, and a monthly cash payment of $2,500. The company states there are no appointment arrangements, family relationships, or related-party transactions requiring disclosure.

Positive

  • None.

Negative

  • None.
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.
Initial equity grant 50,000 shares Common stock under 2024 Equity Incentive Plan at appointment
Annual equity compensation 50,000 shares per year Common stock for each year of board service, vesting quarterly
Cash board fee $2,500 per month Ongoing monthly payment for board service
Director age 60 years Age of new director Simon Kearney
Service start date June 29, 2026 Date Kearney became a board member
2024 Equity Incentive Plan financial
"50,000 shares of common stock under the Company’s 2024 Equity Incentive Plan (the “Plan”)"
Item 5.02 regulatory
"Item 5.02. Departure of Directors or Certain Officers; Election of Directors"
Regulation S-K Item 404(a) regulatory
"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.
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Learn about SEC filing dates
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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.

 

 

 

 

 

 

 

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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 2, 2026 By: /s/ David Kratochvil
  Name:

David Kratochvil

  Title: Chief Executive Officer

  

 

 

 

 

 

 

 

 

 

 

 

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Filing Exhibits & Attachments

3 documents