false
0001462223
0001462223
2025-07-23
2025-07-23
0001462223
us-gaap:CommonStockMember
2025-07-23
2025-07-23
0001462223
NIXX:CommonStockPurchaseWarrantsMember
2025-07-23
2025-07-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 23, 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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
(d) On July 23, 2025,
Nixxy, Inc. (the “Company”) appointed Mike Schmidt (“Mr. Schmidt”) as a member of the Company’s Board of
Directors (the “Board”). Mr. Schmidt has also served as the Company’s Chief Executive Officer since May 7, 2025.
Mike Schmidt, 55, has
a career spanning over two decades in the communications industry. From January 2021 until May 2025, he served as the Vice President of
Business Development at Biologic Pharmamedical Research. From May 2014 until August 2016, Mr. Schmidt served as President of Urban Communications
Inc., or Urbanfibre. From December 2012 until April 2014, he served as Vice President of Business Development at Teliphone Navigata Westel.
From July 2009 until December 2012, he served as CEO of Uniserve Communications. Mr. Schmidt has a B.A. from the University of Guelph.
There is no arrangement
or understanding between Mr. Schmidt and any other persons pursuant to which Mr. Schmidt was appointed to his position. There are no family
relationships between Mr. Schmidt 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. Schmidt has a material interest subject to disclosure under Item 404(a) of Regulation
S-K, or which has not previously been disclosed.
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. |
| |
|
| |
By: |
/s/Adam Yang
|
| |
|
Xuqiang (Adam)
Yang Chief Financial Officer |
Date: July 28, 2025
