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NexGenAI Holding Group, Inc. reports beneficial ownership of 2,095,446 shares of Nixxy, Inc. common stock, representing 7.79% of the class. The filing states NexGenAI has sole voting and dispositive power over the 2,095,446 shares.
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.
Nixxy, Inc. reported that Nasdaq has notified the company its common stock is out of compliance with the Nasdaq Capital Market’s minimum bid price rule, because the consolidated closing bid has been below $1.00 per share for 30 consecutive business days. The stock is not being delisted immediately. Nixxy has an automatic 180‑calendar day grace period to regain compliance by having its bid price at or above $1.00 for at least ten consecutive business days within that window. If still noncompliant, Nixxy may qualify for a second 180‑day period if it meets other initial listing standards and notifies Nasdaq of its plan, which could include a reverse stock split. The company states the notice does not affect its current business or SEC reporting, but there is no assurance it will regain compliance or continue to meet all Nasdaq listing criteria.
Form 144 notice reporting a proposed sale of 49,782 common shares with an aggregate market value of $78,655. The sale is scheduled approximately for 09/23/2025 on NASDAQ. The filing shows the securities were acquired on 01/15/2015 as founders shares from the issuer and the payment/consideration is recorded as NA. The filer reports nothing to report for securities sold in the past three months. The notice includes the standard representation that the seller does not possess undisclosed material adverse information and references possible reliance on a Rule 10b5-1 plan if applicable.