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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 30, 2025
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 |
| Common Stock Purchase Warrants |
|
NIXXW |
|
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 7.01. Regulation FD Disclosure.
On June 30, 2025, Nixxy, Inc. (the “Company”) issued a
press release titled " Nixxy, Inc. (NASDAQ: NIXX) Added to Russell 3000E® Index." A copy of the press release is attached
as Exhibit 99.1 hereto.
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 8.01. Other
Events.
On June 30, 2025, the
Company closed its public offering of 846,667 shares of its common stock, par value $0.0001 per share, at a price of $1.50 per share.
In total, the Company raised $1.27 million in gross proceeds. The offering was made pursuant to a “shelf” registration statement
on Form S-3 (File No. 333-267470). The final prospectus supplement in connection with the offering was filed with the SEC on EDGAR on
May 29, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Exhibit Description |
| 99.1 |
|
Press release, issued on June 30, 2025 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| Dated: June 30, 2025 |
Nixxy, Inc.
By: /s/
Mike Schmidt
Mike Schmidt
Chief Executive Officer
|
