Nixxy, Inc. SEC Filings

Nixxy, Inc. announced that Chief Executive Officer and director Mike Schmidt resigned effective immediately, with the company stating his departure did not result from any disagreement over operations, policies or practices. The Board appointed existing director David Kratochvil, age 60, as the new CEO; he has served on the Board since January 2025 and brings more than three decades of Wall Street and healthcare-related finance experience. His employment agreement provides a base salary of $180,000 and eligibility for 100,000 stock units under the 2024 Equity Incentive Plan, half vesting immediately and half over the next year, with defined severance and change-of-control protections. Nixxy also disclosed it has regained compliance with Nasdaq’s Minimum Bid Price Requirement after its stock closed at or above $1.00 for at least 10 consecutive business days from June 17, 2026 through July 1, 2026, resolving a prior deficiency notice.

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.

Nixxy, Inc. (NIXX) submitted a Form 25 notice informing Nasdaq Stock Market LLC that the class of Warrants expiring 07/02/2026 has been removed from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. The exchange certified compliance with the rules governing voluntary withdrawal.

Nixxy, Inc. entered into a binding Letter of Intent with Tachyon 9 Corporation for a multi-step business combination that would create a publicly traded digital infrastructure platform focused on AI and high‑performance computing workloads.

The Company plans to acquire all of Tachyon’s equity or substantially all assets, including rights to a proposed 620‑acre hyperscale campus in North Dakota targeting up to approximately 1 gigawatt of power capacity and data center equipment with an aggregate stated value of about $64 million. Tachyon’s capital stock for the transaction is estimated at approximately $1 billion, with Tachyon shareholders expected to own at least 90% of the fully diluted shares after closing, resulting in a change of control and new board composition.

Tachyon intends to raise up to $75 million via secured convertible PIPE notes, which are collateralized by Tachyon equipment and automatically terminate after 12 months if the deal does not close, with noteholders assuming the equipment. Separately, Nixxy agreed to sell 484,375 shares of common stock at $0.64 per share in a registered direct offering for gross proceeds of $310,000 under its effective Form S‑3 shelf.

Nixxy, Inc. Chief Executive Officer Mike Schmidt reported an open-market purchase of company stock. On June 9, 2026, he bought 10,000 shares of Nixxy common stock at $0.86 per share. After this transaction, Schmidt directly owns 10,000 shares of Nixxy common stock.

Nixxy, Inc. announced a binding Letter of Intent with privately held Tachyon9 to pursue a strategic NASDAQ transaction creating an AI hyperscale infrastructure and energy platform. The initial Nakota project in North Dakota is designed for up to 1 gigawatt of capacity over about 36 months.

The proposed structure contemplates approximately $1 billion of planned power and energy infrastructure investment, phase 1 $5 billion in GPU financing through a major offtake partner, more than $64 million in hard infrastructure and equipment assets, and a planned $75 million private placement financing. Tachyon9 projects $275 million in 2026 topline revenue. The transaction is subject to due diligence, definitive agreements, regulatory and board approvals, and Nixxy shareholder consent.

Nixxy, Inc. is selling 484,375 shares of Common Stock at $0.64 per share in a negotiated private placement-style offering, with expected delivery on or about June 8, 2026. The company states net proceeds are expected to be approximately $290,000 and intends to use them for working capital and general corporate purposes. The offering increases outstanding shares from 28,637,794 to 29,122,169. The prospectus supplement is filed under the company’s Form S-3 shelf registration and includes customary risk-factor disclosures concerning going-concern, capital needs and Nasdaq compliance.

Nixxy, Inc. reported Q1 2026 net income of $537 thousand, compared with a net loss of $4.5 million a year earlier. Revenue jumped to $29.1 million, entirely from wholesale telecommunications services, versus $1.3 million in Q1 2025.

Operating performance remained thin, with cost of revenue of $29.0 million nearly matching revenue and total operating expenses of $30.3 million, producing a loss from continuing operations of $1.2 million. The company moved to profit mainly due to a $1.8 million gain on marketable securities.

Cash increased to $1.0 million from $0.2 million at year-end 2025, helped by $1.0 million of equity issuance and additional borrowings, while operating activities used $0.4 million of cash. Management discloses a going concern risk, citing a working capital deficit of about $0.4 million and the need for additional financing to fund operations over the next 12 months.

Nixxy, Inc. files a shelf registration to permit the resale by certain selling stockholders of up to 1,695,368 shares of Common Stock previously issued in private placements. The resale is by selling holders; the Company will not receive proceeds. The prospectus cites 26,892,426 shares outstanding and lists warrants and option pools.