Nixxy Inc. (NASDAQ: NIXX) enters $2M convertible credit line agreement

Rhea-AI Filing Summary

Nixxy, Inc. entered into a new convertible revolving line of credit with Estonian lender Siwatex OÜ, providing up to $2,000,000 for working capital and general corporate purposes. The facility allows drawdowns of at least $50,000 each, capped at $500,000 per month, and carries a fixed annual interest rate of 8.25%, with interest payable quarterly and full repayment due 12 months after the September 2, 2025 effective date.

The lender may convert any principal or interest into common stock at a per-share price not below $2.00, and can request that any conversion shares be included in a future registration statement. Nixxy can extend the maturity by 12 months for a 1–2% fee on outstanding principal and may terminate the agreement with ten business days’ notice. The securities are being issued as an unregistered private offering under Section 4(a)(2) and Regulation D.

Insights

Capital structure analyst

Nixxy adds a $2M convertible credit line with potential share issuance.

Nixxy, Inc. has arranged a convertible revolving credit line of up to $2,000,000 with Siwatex OÜ to fund working capital and general corporate purposes. The borrowing cost is fixed at an annual 8.25% interest rate, with quarterly interest payments and a one-year term from the September 2, 2025 effective date, giving the company short-term funding flexibility.

The lender can convert any principal or interest into common stock at a floor price of $2.00 per share, which ties the amount of potential equity issuance directly to future borrowing and interest accrual. The company may extend the maturity by 12 months by paying a 1–2% fee on outstanding principal, trading extra cost for more time if needed. Because the securities are issued under Section 4(a)(2) and Regulation D, any liquidity for conversion shares may later depend on inclusion in a registration statement at the lender’s request.

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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): September 4, 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 1.01. Entry into a Material Definitive Agreement.

On September 4, 2025, Nixxy Inc. (the “Company”) entered into a Convertible Line of Credit Agreement (the “Agreement”) with Siwatex OÜ, a limited liability company incorporated in Estonia (the “Lender”), effective on September 2, 2025 (the “Effective Date”). Under the Agreement, the Lender has agreed to make available to the Company a convertible revolving line of credit in the principal amount of up to $2,000,000, that may be used to working capital and general corporate purposes of the Company and its subsidiaries (the “Credit Line”).

The Company may request advances under the Credit Line (“Drawdowns”) with a minimum increment of $50,000 each, and subject to a monthly maximum withdrawal amount that shall not exceed $500,000. Borrowings under the Agreement will bear interest at a fixed annual rate of 8.25%. Interest is payable quarterly in arrears, beginning 90 days after the first Drawdown, and thereafter every 90 days, with a final interest payment due twelve (12) months from the Effective Date (the “Maturity Date”).

Under the Agreement, the Lender may convert any amount of interest or principal borrowed under the Agreement into shares of the Company’s common stock, par value $0.0001, at a price per share no lower than $2.00 per share (any such shares, the “Conversion Shares”), with such price to only be increased under mutual agreement of the parties. Under the Agreement, if the Company files a registration statement with the Securities and Exchange Commission, the Company will, at the Lender’s request, include any Conversion Shares in such registration statement.

Unless previously converted, all outstanding amounts shall be repaid on the Maturity Date. The Company may extend the Maturity Date by an additional twelve (12) months, subject to an extension fee of one percent (1%) or two percent (2%) of the outstanding principal balance as of the Maturity Date. The Company may terminate the Agreement, in whole or in part, at any time and for any reason, upon ten (10) Business Days’ (as defined in the Agreement) prior written notice to the Lender.

The Agreement contains customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, the Investor represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Company issued, and will issue, the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The foregoing summary of the Agreement does not purport to be complete and are subject to, and qualified in its entirety by, such documents attached as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The shares of the Company’s common stock issued, and the shares to be issued, under the Agreement were, and will be, sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The shares of common stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
10.1		Convertible Line of Credit Agreement, dated September 4, 2025, between Nixxy, Inc. and Siwatex OÜ
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

Date: September 10, 2025	Nixxy, Inc.
	By:	/s/ Mike Schmidt
		Mike Schmidt Chief Executive Officer

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FAQ

What did Nixxy, Inc. disclose in this 8-K for RCRTW investors?

Nixxy, Inc. disclosed that it entered into a Convertible Line of Credit Agreement with Siwatex OÜ, providing a revolving credit line of up to $2,000,000 for working capital and general corporate purposes.

What are the key terms of Nixxy, Inc.’s new $2,000,000 credit line?

The credit line allows Nixxy to request drawdowns of at least $50,000 each, with a monthly maximum of $500,000. Borrowings carry a fixed annual interest rate of 8.25%, with interest payable quarterly and all outstanding amounts due 12 months after the September 2, 2025 effective date.

How does the conversion feature of Nixxy, Inc.’s credit line work?

Under the agreement, the lender may convert any amount of principal or interest into shares of Nixxy’s common stock at a price per share no lower than $2.00. The conversion price can only be increased by mutual agreement between Nixxy and the lender.

Can the conversion shares from Nixxy’s credit line be registered for resale?

Yes. If Nixxy files a registration statement with the SEC, it will, at the lender’s request, include any conversion shares issued under the agreement in that registration statement.

When does the Nixxy, Inc. credit line mature and can it be extended?

The credit line has a maturity date 12 months from the September 2, 2025 effective date. Nixxy may extend the maturity by an additional 12 months by paying an extension fee of 1% or 2% of the outstanding principal balance at the original maturity.

Is Nixxy, Inc.’s issuance of shares under this agreement registered with the SEC?

No. The shares issued and to be issued under the agreement are being sold as an unregistered private offering relying on Section 4(a)(2) of the Securities Act and Regulation D, including Rule 506. These shares cannot be offered or sold in the United States without an effective registration statement or a valid exemption.

Can Nixxy, Inc. terminate the Convertible Line of Credit Agreement early?

Yes. Nixxy may terminate the agreement, in whole or in part, at any time and for any reason, by providing ten business days’ prior written notice to the lender.