Nixxy, Inc 10-Q for FY2026 Q2
Nixxy, Inc. (NIXX)
About this 10-Q
Nixxy, Inc filed this 10-Q on August 12, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $16.09M
- up 20.4% from $13.36M a year earlier
- Net loss
- $2.3M
- compared with a net loss of $4.26M a year earlier
- Diluted EPS
- -$0.08
- compared with -$0.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission file number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number (
___________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 12, 2026, the number of shares of the registrant’s common stock outstanding was .
TABLE OF CONTENTS
| 2 |
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Nixxy, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Investment in Marketable Securities | ||||||||
| Total current assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued compensation | ||||||||
| Accrued interest | ||||||||
| Contingent consideration | ||||||||
| Other liabilities | ||||||||
| Loans payable - current portion, net of discount | ||||||||
| Line of credit payable | ||||||||
| Refundable deposit on preferred stock purchase | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 9) | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively | ||||||||
| Common Stock to be issued, and shares as of June 30, 2026, and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Nixxy, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||||||||
| REVENUE | ||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Cost of revenue (exclusive of amortization shown separately below) | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Product development | ||||||||||||||||
| Amortization of intangibles | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| LOSS FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on change in fair value of marketable securities | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense) | ||||||||||||||||
| Change in fair value of contingent consideration | ( | ) | ( | ) | ||||||||||||
| Total other income (expenses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) from continuing operations before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) from discontinued operations | ( | ) | ( | ) | ||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO NIXXY, INC. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS PER COMMON SHARE - BASIC AND DILUTED | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS PER COMMON SHARE - BASIC AND DILUTED | $ | $ | ) | $ | $ | ) | ||||||||||
| NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| WEIGHTED AVERAGE COMMON SHARES - BASIC AND DILUTED | ||||||||||||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Nixxy, Inc. and Subsidiaries
Condensed Consolidated Statement of Changes in Stockholders’ Equity
For The Three and Six Months Ended June 30, 2026, and 2025
(In thousands, except share data)
(Unaudited)
| Common stock | Common stock to be issued | Additional Paid in | Accumulated | Equity Attributable to Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Interests | Equity | |||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Stock based compensation – Stock | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock in private offering | – | |||||||||||||||||||||||||||||
| Issuance of common stock for intangible assets | – | |||||||||||||||||||||||||||||
| Net Income | – | – | ||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Stock based compensation – Stock | ||||||||||||||||||||||||||||||
| Issuance of common stock in private offering | ( | ) | ||||||||||||||||||||||||||||
| Net Loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Common stock | Common stock to be issued | Additional Paid in | Accumulated | Equity Attributable to Noncontrolling | Total Stockholders’ | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Interests | Equity | |||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Stock based compensation - Options | – | – | ||||||||||||||||||||||||||||
| Stock based compensation - Stock | – | |||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of debt | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock for services | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock for intangible assets | – | |||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Stock based compensation - Options | – | – | ||||||||||||||||||||||||||||
| Stock based compensation - Stock | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock for services | ( | ) | ||||||||||||||||||||||||||||
| Proceeds from sale of common stock in offering | ||||||||||||||||||||||||||||||
| Issuance of common stock for intangible assets | ||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
Nixxy, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
| Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net income (loss) (before noncontrolling interests) | $ | ( | ) | $ | ( | ) | ||
| Net income attributed to noncontrolling interests | ( | ) | ||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Equity based compensation expense - stock | ||||||||
| Equity based compensation expense - option | ||||||||
| Gain on fair value of marketable securities | ( | ) | ||||||
| Change in fair value of warrant liability | ||||||||
| Change in fair value of contingent consideration | ||||||||
| Change in fair value of derivative liability | ||||||||
| Bad debt expense | ||||||||
| Changes in assets and liabilities: | ||||||||
| Increase in accounts receivable | ( | ) | ( | ) | ||||
| (Increase) decrease in prepaid expenses and other current assets | ( | ) | ||||||
| Increase in accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchase of intangible assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from sale of common stock in offering | ||||||||
| Proceeds from line of credit payable | ||||||||
| Repayments on loans payable | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Cash paid during the period for income taxes | $ | $ | ||||||
| Supplemental schedule of non-cash investing and financing activities: | ||||||||
| Issuance of common stock upon purchase of intangible assets | $ | $ | ||||||
The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Nixxy, Inc. and Subsidiaries
Notes to unaudited Condensed Consolidated Statements
June 30, 2026
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overview
Nixxy, Inc. (“Nixxy”, the “Company”, “we”, “us”, or “our”) is a Nevada corporation engaged in the wholesale telecommunications business. The Company has five wholly-owned subsidiaries: Recruiter.com, Inc.; Nixxy, LLC (formerly known as Recruiter.com Recruiting Solutions LLC); Auralink AI, Inc. ("Auralink"); Recruiter.com Consulting, LLC and VocaWorks, Inc. (“VocaWorks”).
Over the past year, the Company executed a strategic transformation from a recruitment and staffing services business into a wholesale telecommunications services business. As of December 31, 2025, the Company divested or spun out substantially all legacy recruiting operations and is primarily engaged in wholesale voice, messaging, and routing and billing solutions.
The Company's common stock trades on the Nasdaq Capital Market under the symbol “NIXX.”
Principles of Consolidation and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC. In the opinion of management, the accompanying condensed financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2026, and the results of its operations and its cash flows for the six months ended June 30, 2026, and 2025. The balance sheet as of December 31, 2025, is derived from the Company’s audited financial statements. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2026.
The condensed consolidated financial statements include the accounts of Nixxy Inc. and its wholly and majority owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Discontinued Operations
On December 31, 2025, the Company completed the separation of its legacy recruiting marketplace business line and assets, through a spin-off. The Company plans to issue shareholders of record on a future date a number of shares of the separated entity common stock for every one share of Nixxy, Inc. common stock on the distribution date.
| 7 |
In accordance with ASC 205-20, the results of the separated entity are presented as discontinued operations in the consolidated statements of operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. The consolidated statements of changes in stockholders' equity and statement of cash flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented reflect only the continuing operations of Nixxy, Inc. unless otherwise noted. See Note 6, Discontinued Operations, for additional information.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ from management’s estimates and assumptions. Included in these estimates are assumptions used to estimate collection of accounts receivable, fair value of marketable securities, fair value of assets acquired in asset acquisitions and the estimated useful life of assets acquired, fair value of securities issued in asset acquisitions, deferred income tax asset valuation allowances, valuation of stock-based compensation expense, and estimates related to the allocation of expenses, assets, and liabilities to CognoGroup. Critical accounting estimates are the fair value of intangible assets, goodwill, stock options and warrants.
Cash and Cash Equivalents
The Company considers all short-term highly liquid
investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents
are maintained at financial institutions, and, at times, balances may exceed federally insured limits. The Company has not experienced
any losses related to these balances as of June 30, 2026. As of June 30, 2026, and December 31, 2025, the Company had $
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenue recognition is evaluated through the following five steps:
| · | Identification of the contract with a customer | |
| · | Identification of the performance obligations in the contract | |
| · | Determination of the transaction price | |
| · | Allocation of the transaction price to the performance obligations | |
| · | Recognition of revenue when or as performance obligations are satisfied |
| 8 |
Telecommunications Services (Continuing Operations)
The Company generates revenue primarily through its Auralink AI subsidiary, which operates a cloud-based telecommunications platform providing:
| · | Wholesale voice termination | |
| · | SMS routing and delivery | |
| · | Carrier interconnect services | |
| · | Real-time billing and settlement services |
These services are provided under bilateral carrier agreements that establish pricing based on contractual rate schedules (“Rate Decks”), typically on a per-minute or per-message basis.
Performance Obligations
Each successfully terminated voice call or delivered SMS message represents a distinct performance obligation. Revenue is recognized at a point in time when the telecommunications service is completed — specifically, when a voice call is successfully terminated or a message is delivered and confirmed by the recipient carrier’s network.
Principal vs. Agent Considerations
The Company evaluates whether it controls the telecommunications services before they are transferred to customers. The Company acts as principal in these transactions because it:
| · | Controls routing infrastructure | |
| · | Establishes pricing | |
| · | Is responsible for service delivery | |
| · | Assumes performance and credit risk | |
| · | Manages carrier relationships |
Accordingly, revenue is recognized on a gross basis. Although settlements with counterparties may occur on a net basis for operational efficiency, revenue and cost of revenue are recorded on a gross basis in the consolidated statements of operations.
Contracts and Payment Terms
Telecommunications agreements typically have one-year terms with early termination provisions. Payment terms are generally 30 to 60 days. Revenue is measured based on reconciled call detail records and traffic reports.
| 9 |
Revenue Disaggregation
In accordance with ASC 606-10-50-5, the Company disaggregates revenue by revenue stream and reporting period to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following tables present revenues disaggregated by revenue stream for the three and six months ended June 30, 2026 and 2025.
| Schedule of revenue disaggregation | ||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Telecommunication services | $ | $ | $ | $ | ||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
Revenue from international sources is determined
based on the customer’s location, regardless of where the services are performed or products are delivered. Revenue from international
sources was approximately
Cost of Revenue
Cost of revenue consists almost entirely of Auralink related technology and supply costs.
Accounts Receivable
Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The allowance is based on historical loss experience, adjusted for current conditions and reasonable and supportable forecasts about future economic conditions that may affect the collectability of the receivables. Any required allowance is based on specific analysis of past due accounts and also considers historical trends of write-offs. Past due status is based on how recently payments have been received from customers. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. Accounts receivable is presented net of allowance for credit losses on the consolidated balance sheet.
The Company has recorded an allowance for
credit losses of $
Property and Equipment
Property and equipment are stated at cost,
less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method
beginning on the date an asset is placed in service. The estimated useful lives of major asset classes range from 3 to 15 years. The
Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether
events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged
to expense as incurred. Depreciation expense from continuing operations for the three months ended June 30, 2026, and 2025 was
$
| 10 |
Concentration of Credit Risk and Significant Customers and Vendors
As of June 30, 2026, five customers accounted
for more than 10% of the accounts receivable balance, at
For the three months ended June 30, 2026,
five customers accounted for 10% or more of total revenue, at
For the six months
ended June 30, 2026, three customers accounted for 10% or more of total revenue, at
The Company uses a related party firm located overseas for software development and maintenance related to the Company's website and the platform underlying operations.
The Company was a party to a license agreement with a related party firm (see Note 11).
The Company used a related party firm to provide certain employer of record services (see Note 11).
Advertising and Marketing Costs
Advertising and marketing costs are expensed as
incurred and are included in sales and marketing expenses in the consolidated statements of operations. Advertising and marketing costs
were $
Fair Value of Financial Instruments and Fair Value Measurements
The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a hierarchical framework for measuring fair value, and enhances fair value measurement disclosure.
ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices for identical assets or liabilities in active markets to which the Company has access at the measurement date.
Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability.
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
| 11 |
The Company’s investment in available for sale securities and warrant derivative liabilities are measured at fair value. The securities are measured based on current trading prices using Level 1 fair value inputs. The Company’s derivative instruments are valued using Level 3 fair value inputs. In fair valuing these instruments, the income valuation approach is applied, and the valuation inputs include the contingent payment arrangement terms, projected revenues and cash flows, rate of return, and probability assessments. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable represent fair value based upon their short-term nature.
A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The tables below summarize the fair values of financial assets and liabilities as of June 30, 2026, and December 31, 2025:
| Schedule of fair value of assets and liabilities | ||||||||||||||||
| Fair Value at June 30, | Fair Value Measurement Using | |||||||||||||||
| (in thousands) | 2026 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Marketable Securities | $ | $ | $ | $ | ||||||||||||
| Fair Value at June 30, | Fair Value Measurement Using | |||||||||||||||
| (in thousands) | 2025 | Level 1 | Level 2 | Level 3 | ||||||||||||
| Marketable Securities | $ | $ | $ | $ | ||||||||||||
Intangible Assets
The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. Intangible assets primarily consist of software platforms, licenses, customer-related assets, internal-use software, domains, and other intellectual property acquired through asset acquisitions and licensing arrangements.
Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, generally ranging from three to ten years. The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. (See Note 5).
Goodwill
The Company accounts for goodwill in accordance with ASC 350. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized and is tested for impairment at least annually, or more frequently if events or circumstances indicate the carrying amount may not be recoverable (See Note 5).
When evaluating the potential impairment of goodwill, management first assess a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company then proceeds to the quantitative impairment testing methodology using an appropriate valuation method.
| 12 |
Under the quantitative method the Company compares the carrying value of the reporting unit, including goodwill, with its fair value, as determined using an appropriate valuation method. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value.
When required, the Company may arrive at estimates of fair value using a discounted cash flow methodology, which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results.
Marketable Securities
The Company accounts for marketable securities in accordance with ASC 320, Investments - Debt and Equity Securities, and has adopted Accounting Standards Update (“ASU”) 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The unrealized gain (loss) on the marketable securities during the three and six months ended June 30, 2026, has been included in a separate line item on the statement of operations, Gain on change in fair value of Marketable Securities.
Software Costs
The Company accounts for internal-use software costs in accordance with ASC 350-40, Internal-Use Software, and capitalizes certain software development costs incurred in connection with developing or obtaining software for internal use when both the preliminary project stage is completed, and it is probable that the software will be used as intended. Capitalization ceases after the software is operational; however, certain upgrades and enhancements may be capitalized if they add functionality. Capitalized software costs include only (i) external direct costs of materials and services utilized in developing or obtaining software, (ii) compensation and related benefits for employees who are directly associated with the software project and (iii) interest costs incurred while developing internal-use software.
Income Taxes
The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
The Company recognizes the impact of a tax position in the financial statements only if that position is more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. The Company's practice is to recognize interest and/or penalties, if any, related to income tax matters in income tax expense. As of June 30, 2026 and December 31, 2025, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.
| 13 |
The Company accounts for stock-based compensation under ASC 718 “Compensation - Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. The Company recognizes compensation expense for all share-based payment awards to employees, directors, and non-employees. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates, accounted for as they occur. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment.
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with various accounting standards.
ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount.
ASC 815 “Derivatives and Hedging” generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.”
ASC 815-40 provides that generally if an event is not within the entity’s control and could require net cash settlement, then the contract shall be classified as an asset or a liability.
Leases
In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: “Leases (Topic 842)” whereby lessees need to recognize almost all leases on their balance sheet as a right of use asset and a corresponding lease liability. The Company adopted this standard as of January 1, 2019, using the effective date method and applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected not to reassess the following: (i) whether any expired or existing contracts contain leases, and (ii) initial direct costs for any existing leases. For contracts entered into after the effective date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company’s assessment will be based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right of use assets and lease liabilities for short-term leases that have a term of 12 months or less.
| 14 |
Product Development
Product development costs are included in operating expenses on the consolidated statements of operations and consist of support, maintenance and upgrades of the website and IT platform and are charged to operations as incurred.
The Company follows ASC 260 “Earnings Per Share” for calculating the basic and diluted earnings (or loss) per share. Basic earnings (or loss) per share are computed by dividing earnings (or loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings (or loss) per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares were dilutive. Common stock equivalents are excluded from the diluted earnings (or loss) per share computation if their effect is anti-dilutive. Common stock equivalents in amounts of $ thousand and $ thousand were excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2026, and 2025, respectively, because their effects would have been anti-dilutive.
| Schedule of net loss | ||||||||
| Three Months Ended June 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Net income (loss) attributable to commons shareholders, numerator, basic computation | $ | ( | ) | $ | ( | ) | ||
| Six Months Ended June 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Net loss attributable to commons shareholders, numerator, basic computation | $ | ( | ) | $ | ( | ) | ||
| June 30, 2026 | June 30, 2025 | |||||||
| Options | $ | $ | ||||||
| Warrants | ||||||||
| $ | $ | |||||||
Business Segments
Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s chief operating decision maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses, and expenses by functional classification, using this information to make decisions on a company-wide basis.
The Company currently operates in one reportable segment pertaining to telecommunications. The CODM for the Company is the Chief Executive Officer (the "CEO"). The Company's CEO reviews operating results on an aggregate basis and manages the Company's operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has a reportable and operating segment structure. The Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
| 15 |
Non-controlling Interests
Non-controlling interests (“NCI”) reflect the portion of income or loss and the corresponding equity attributable to third-party equity holders in certain consolidated subsidiaries that are not 100% owned by the Company. Non-controlling interests are presented as separate components of stockholders’ equity on the Company’s unaudited condensed consolidated balance sheets to clearly distinguish between the Company’s interests and the economic interests of third parties in those entities. Net loss attributable to the Company, as reported in the unaudited condensed consolidated statements of operations, is presented net of the portion of net loss attributable to holders of non-controlling interests.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.
In December 2023, the FASB issued ASU 2023-09 — Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments primarily relate to expanded disclosure requirements for the effective tax rate reconciliation and income taxes paid. The standard is effective as of January 1, 2025, and allows either a prospective or retrospective application. The Company adopted the revised guidance effective January 1, 2025 and implemented the related disclosure requirements on a retrospective basis in the consolidated financial statements. The adoption only impacted disclosures and had no impacts to the Company's consolidated statements of operations, cash flows, or balance sheets.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements.
NOTE 2 - GOING CONCERN
Management believes it may not have sufficient cash to fund its liabilities and operations for at least the next twelve months from the issuance of these condensed consolidated financial statements.
These unaudited condensed consolidated financial
statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. The Company’s management has evaluated whether there is substantial doubt about
the Company’s ability to continue as a going concern and has determined that substantial doubt existed as of the date of the end
of the period covered by this report. This determination was based on the following factors: (i)
the Company used cash of approximately $ million in operations during the six months ended June 30, 2026, and has a working capital
deficit of approximately $
| 16 |
The Company expects but cannot guarantee that demand and margins for telecommunications will improve in 2026. These conditions will affect the company’s overall business and potentially the results of its revenue share and transactions with other third parties. Overall, management is focused on its new business line of telecommunications and improving margins overtime.
The Company may depend on raising additional debt or equity capital to stay operational. Economic conditions may make it more difficult for the Company to raise additional capital when needed. The terms of any financing, if the Company is able to complete one, will likely not be favorable to the Company.
NOTE 3 - PREPAID EXPENSES AND OTHER CURRENT ASSETS
The components of prepaid expenses and other current assets at June 30, 2026, and December 31, 2025, consisted of the following:
| Schedule of prepaid expenses and other current assets | ||||||||
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||
| Prepaid expenses | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||
Prepaid expenses are recognized when paid and expensed as the related goods or services are received. Prepaid expenses are classified as current assets if expected to be realized within one year.
NOTE 4 - INVESTMENT IN AVAILABLE FOR SALE MARKETABLE SECURITIES
On December 31, 2025, the Company finalized the
spin-off of CognoGroup, Inc., after which
The Company’s investments in marketable equity securities, primarily shares of Futuris (FTRS) and CognoGroup (CGNO), are held for an indefinite period. Under US GAAP, these equity securities are measured at fair value, with changes in fair value recognized in net income. Although they are publicly traded securities, there can be no guarantee of liquidity or the ability to sell these shares at quoted market prices when desired.
The cost basis of securities held as of June 30,
2026, and December 31, 2025, were $
The reconciliation of the investment in equity securities for the six months ended June 30, 2026, and 2025, is as follows:
| Schedule of investment in marketable securities | ||||||||
| (in thousands) | June 30, 2026 | June 30, 2025 | ||||||
| Beginning Balance – January 1 | $ | $ | ||||||
| Additions | ||||||||
| Unrecognized gains | ( | ) | ||||||
| Ending Balance – June 30 | $ | $ | ||||||
Net cumulative realized and unrealized gains or
losses on these equity securities are recognized in net income. Realized losses on investments sold or assigned were $
| 17 |
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Goodwill is accounted for in accordance with ASC 350, Intangibles - Goodwill and Other, which requires that goodwill is not amortized but tested for impairment at least annually and more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs its goodwill impairment testing using appropriate valuation methods, such as discounted cash flow analysis and market approach techniques, consistent with ASC 350 guidance. Impairment charges, if any, are recognized in the consolidated statements of operations as a non-cash expense, and the carrying value of goodwill is adjusted accordingly.
As of December 31, 2024, the Company determined
that the carrying value of its online recruiting reporting unit exceeded its estimated fair value under the market approach. As a result,
the Company recorded a non-cash goodwill impairment charge of $
For the year ended December 31, 2025, the
Company performed the goodwill impairment assessment and concluded that the remaining goodwill associated with the Company's legacy online
recruiting operations, which no longer represent part of the Company’s core business following the spin-off of the recruiting business,
should be fully impaired. Accordingly, the Company recorded a non-cash goodwill impairment charge of $
As a result of this impairment, the carrying value of goodwill was
reduced to $
Intangible Assets
Intangible assets consist primarily of software platforms, telecommunications billing systems, artificial intelligence technologies, licenses, domains, and other intellectual property acquired through asset acquisitions and licensing agreements. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, generally ranging from three to ten years, in accordance with ASC 350, Intangibles – Goodwill and Other.
GOLQ License
On February 23, 2024, the Company entered into a certain Technology License and Commercialization Agreement with GoLogiq, Inc. (the “GOLQ”) that supersedes and replaces in its entirety the GOLQ Agreement, as amended by the August 29, 2023, Amendment and the August 18, 2023, Amendment. Under the GOLQ Licensing Agreement, GOLQ grants the Company a worldwide, exclusive license to the Company to develop its fintech technology and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products, for a term of 10 years, with automatic two-year renewals.
On March 7, 2024, the Company appointed the CEO and Director of GOLQ to be the new Chief Executive Officer and President. On December 21, 2024, he resigned from his position as member of the Board of Directors of Nixxy, Inc. His resignation was not due to any disagreement with the Company (See Note 11).
On March 28, 2024, the Company and GOLQ entered
into an Amendment to the Technology License and Commercialization Agreement to decrease the future royalty from eight percent to five
percent for which the Company agreed to grant GOLQ a warrant to purchase 292,000 shares of Company common stock for a price equal to $0.01
per share. As a result of this transaction the company issued GOLQ shares of the Company’s common stock valued at $
| 18 |
As of June 30, 2026, the total cost basis
in the intangible assets purchased from GoLogiq is $
Savitr Tech Systems
On February 20, 2025, the Company acquired telecommunications billing and AI-integrated software systems from Savitr Tech OU, an Estonia-based telecommunications technology company.
The purchase price totaled $
On March 31, 2025, the Company issued
shares of its common stock valued at approximately $
As of June 30, 2026, the total cost basis
in the intangible asset purchased from Savitr is $
Aqua Software System
On March 28, 2025, the Company acquired certain telecommunications billing systems and AI software assets from Aqua Software Technologies Inc., a Canadian telecommunications software company.
The purchase price consisted of $
As of June 30, 2026, the Aqua software assets
had accumulated amortization of $
NexGenAI System
On June 3, 2025, the Company acquired certain generative AI and machine learning software technologies from NexGenAI Holding Group, Inc.
The purchase price totaled $
| · | shares issued June 5, 2025 ($ | |
| · | shares issued September 25, 2025 ($ | |
| · | shares issued December 22, 2025 ($ | |
| · | shares issued March 13, 2026 ($ |
| 19 |
The acquired assets are being amortized over a
five-year useful life. As of June 30, 2026, the intangible assets had accumulated amortization of $
Everythink EDGE Data Center
On August 12, 2025, the Company acquired EDGE data center software infrastructure, customer telecommunications contracts, and related intellectual property from Everythink Innovation Limited.
The purchase price consisted of 2,000,000 shares
of common stock, valued at $1.89 per share, and $
The assets are being amortized over a five-year
useful life. As of June 30, 2026, the Everythink assets had accumulated amortization of $
Intangible assets from continuing operations are summarized as follows:
| Schedule of intangible assets | ||||||||||||||||||||||||||||||||
| (in thousands) | June
30, 2026 | December
31, 2025 | ||||||||||||||||||||||||||||||
| Cost Basis | Impairment | Accumulated Depreciation | Net Book Value | Cost Basis | Impairment | Accumulated Depreciation | Net Book Value | |||||||||||||||||||||||||
| Customer contracts | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
| Software | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Domains | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Licenses | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Internal use software developed | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Total | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||
Amortization expense related to intangible assets from continuing operations totaled:
| · | $ | |
| · | $ | |
| · | $ million for the six months ended June 30, 2026 | |
| · | $ |
Estimated future amortization expense is as follows:
| · | 2026– $ | |
| · | 2027 – $ | |
| · | 2028 – $ | |
| · | 2029 – $ | |
| · | Thereafter – $ |
| 20 |
Impairment of Domains
During 2025, the Company determined that the Novo Group domain associated
with the legacy recruiting business would no longer be used and recorded $
NOTE 6 - DISCONTINUED OPERATIONS
As disclosed in Note 1, on December 31, 2025, the Company completed the spin-off of CognoGroup, Inc., which was effectively a separation of the legacy recruiting business from the Company's telecommunications business. All assets, liabilities, equity, and income (loss) related to the historical "Marketplace solutions" line of business and the CognoGroup, Inc. subsidiary were spun-off, and where applicable, transferred as a part of this transaction. This was done as the main focus of the Company's strategic shift toward telecommunications and away from the legacy recruiting business. As a result of the distribution, Nixxy, Inc. intends to issue to shareholders of record at a future date a number to be determined at a future date of shares of CognoGroup, Inc. common stock for every one share of Nixxy, Inc. common stock on the distribution date.
In accordance with applicable accounting guidance, the results of CognoGroup, Inc. are presented as discontinued operations in the consolidated statements of operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Further, there are no assets or liabilities of CognoGroup, Inc. in the consolidated balance sheet as of December 31, 2025. The consolidated statements of cash flows are presented on a consolidated basis for both continuing operations and discontinued operations.
The Company determined all of the required criteria for held-for-sale in accordance with ASC 205-20-45-1E and discontinued operations classification were met as of December 31, 2025.
In accordance with ASC 205-20, Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity (disposal group) is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the disposal group meets the criteria to be classified as held-for-sale or distribution. The consolidated statements of operations reported for the fiscal 2026 and 2025 periods report the results of operations of the discontinued operations separate from the results from continuing operations.
The following table presents the major components of "Net loss from discontinued operations" as reported in the consolidated statements of operations for the three and six months ended June 30 2026, and 2025:
| Schedule of net loss from discontinued operation | ||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue (exclusive of amortization shown separately below) | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Product development | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Amortization of intangibles | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||||||||||
| Other Income (expense) | ||||||||||||||||
| Change in fair value of warrant liability | ( | ) | ||||||||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Net loss from discontinued operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| 21 |
The following table presents significant cash flow items from discontinued operations for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Net loss | $ | $ | ( | ) | ||||
| Depreciation and amortization expense | $ | $ | ||||||
| Equity based compensation expense - stock | $ | $ | ||||||
NOTE 7 - LOANS PAYABLE AND FINANCING AGREEMENTS
Promissory Notes Payable
Novo Note
The Company issued a promissory note for $
In October 2022, Novo Group entered into a Subordination Agreement (“Subordination Agreement”), pursuant to which Novo agreed to subordinate all its indebtedness and obligations that the Company owes to Novo to all the indebtedness and obligations the Company owes to Montage Capital.
In February 2023, the Company entered into an additional Amendment to the Promissory Note with Novo Group, Inc. (the “Novo Amendment”). The Novo Amendment further modifies the Promissory Note issued to Novo on August 27, 2021 (the “Novo Note”) and amended on April 1, 2022, by amending the payment schedule pursuant to which the Company would make payments of principal and interest to Novo. Novo agreed the Company would pay interest only for the period starting November 1, 2022, though and including March 31, 2023, with payments of principal and interest to resume starting April 1, 2023. The Company also replaced the existing payment schedule with a new payment schedule terminating on October 31, 2023. On November 1, 2023, the Company did not make payments due on the promissory note with Novo Group.
On August 12, 2025, the debt holders of
the Novo Note and the Company entered into a Debt Conversion Agreement whereas the parties have agreed to the complete conversion of
all outstanding debt principal, accrued interest, and any penalties into shares of common stock of the Company at a conversion price
of $
As of June 30, 2026, and December 31,
2025, the outstanding balance on the promissory note with Novo Group was $
| 22 |
Montage Note
On October 19, 2022, the Company closed a
Loan and Security Agreement (the “Loan Agreement”), by and among the Company and Montage Capital II, L.P. (the “Lender”).
Pursuant to the Loan Agreement, the Lender will make advances (“Advances”) in the aggregate principal amount of $
The Company agreed to pay the Lender a fee of
$
In addition, in connection with the Loan Agreement,
the Company issued
The Company accrues anniversary fees each year on the one-year anniversary of the issuance date of 1.25% of the outstanding advance balance depending on the stock price. The accrued anniversary fees are payable on the date the buyout fee becomes due and payable. The Company records an expense for the 1.25% cash fee ratably over the 12 months.
On February 2, 2023, the Company entered into a First Amendment to Loan and Security Agreement (the “Montage Amendment”), by and between the Company, its subsidiaries and Montage, effective as December 18, 2022. The Montage Amendment modifies that certain Loan and Security Agreement by and among the Company, its subsidiaries, and Montage to provide the Company with additional time to meet certain post-closing covenants.
On August 16, 2023, the Company entered into a Second Amendment to Loan and Security Agreement (the “Second Montage Amendment”), by and among the Company, its subsidiaries and Montage. The Second Montage Amendment modifies that certain Loan and Security Agreement by and among the Company, its subsidiaries, and Montage, as amended (the “Loan and Security Agreement”) to join CognoGroup, Inc. as an additional borrower to the Loan and Security Agreement and amend and restate the definition of “Maturity Date” to the earlier of (i) the four-month anniversary of the initial closing of the Purchase Agreement or (ii) February 28, 2024. Additionally, the Montage Amendment provides for Montage’s consent to certain transactions that would have otherwise been prohibited under the Loan and Security Agreement, including the transaction contemplated by the Purchase Agreement with Job Mobz.
| 23 |
In addition, in connection with the Second Montage Amendment, the Company issued warrants to purchase common stock of CognoGroup, Inc. (the “CognoGroup, Inc. Warrants”) to the Lender. The number of shares shall be equal to 1.4% of the CognoGroup, Inc.’s outstanding capital stock on a fully diluted basis at the exercise price of $0.01 per share and with expiration date of October 19, 2032. On and after the earlier to occur of (i) October 19, 2026, (ii) any sale, license, or other disposition of all or substantially all of the assets of the CognoGroup, Inc., or any reorganization, consolidation, or merger of the CognoGroup, Inc. where the holders of the CognoGroup, Inc.’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, (iii) a transaction in which any “person” or “group” becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of the CognoGroup, Inc. ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of the CognoGroup, Inc., who did not have such power before such transaction (“Change in Control”), or (iv) the dissolution or liquidation of the CognoGroup, Inc (“Wind-Up”), CognoGroup, Inc. shall, at the request of Holder, purchase all rights that Holder has under this CognoGroup, Inc. Warrants for a cash payment in the amount equal to $600 thousand (the “Buyout Fee”). These warrants were transferred to CognoGroup, Inc. as a part of the executed spin-off on December 31, 2025 and, as such, are not included on the balance sheet as of December 31, 2025.
Line of Credit
On September 4, 2025, the Company entered into
a Convertible Line of Credit Agreement with Siwatex OÜ, a limited liability company incorporated in Estonia, effective on September
2, 2025. 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 $
The Company may request advances under the Credit
Line (“Drawdowns”) with a minimum increment of $
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 $, at a price per share no lower than $ 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’ prior written notice to the Lender.
As of June 30, 2026, and December 31,
2025, the outstanding principal balance on the line of credit payable totaled $
D&O Insurance Loan
On December 28, 2025, the Company entered into
a premium financing agreement for a director's and officer's insurance policy, in which the Company received lending terms and funding.
The policy is for a twelve month period and has an original principal amount of $
As of June 30, 2026 and December 31, 2025,
the outstanding principal balance on the insurance loan totaled $
| 24 |
NOTE 8 - STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue shares of Preferred Stock, Series D, par value $ per share.
The Company is authorized to issue shares of Preferred Stock, Series E, par value $ per share.
The Company is authorized to issue shares of Preferred Stock, Series F, par value $ per share.
As of June 30, 2026, and December 31, 2025, the Company had shares of preferred stock issued and outstanding.
Preferred Stock Penalties
On March 31, 2019, the Company entered into
certain agreements with investors pursuant to which the Company issued convertible preferred stock and warrants. Each of the series of
preferred stock and warrants required the Company to reserve shares of common stock in the amount equal to two times the common stock
issuable upon conversion of the preferred stock and exercise of the warrants. The Company did not comply in part due to the Company's
attempts to manage the Delaware tax which increases to a maximum of $200 thousand as the authorized capital increases without the simultaneous
increase in the number of shares outstanding. In May 2020 following stockholder approval at a special meeting the Company effected a reincorporation
from Delaware to Nevada and a simultaneous increase in the Company's authorized common stock from shares to shares.
As of December 31, 2019, the Company estimated that approximately $6.0 million in penalties was owed (prior to any waivers of penalties)
to holders of preferred stock. Subsequent to December 31, 2019, the Company received waivers from a substantial number of the preferred
shareholders with respect to these penalties. The Company has agreed to issue to the holders of Series D Preferred Stock an aggregate
of additional shares of Series D Preferred Stock (valued at $
Common Stock
The Company is authorized to issue shares of common stock, par value $ per share. As of June 30, 2026, and December 31, 2025, the Company had and shares of common stock outstanding, respectively.
Shares issued in private offerings
During the second quarter of 2025, the Company
entered into a series of securities purchase agreements with investors to sell and issue an aggregate of shares of common stock,
par value $0.0001 of the Company at a purchase price of $1.50 per share for aggregate proceeds to the Company of approximately $
| 25 |
On March 30, 2026, the Company entered into a
securities purchase agreement with investors to sell and issue an aggregate of shares of common stock, par value $0.0001 of
the Company at a purchase price of $0.68 per share for aggregate proceeds to the Company of approximately $
On June 2, 2026, the Company entered into a securities
purchase agreement with investors to sell and issue an aggregate of shares of common stock, par value $0.0001 of the Company at
a purchase price of $0.64 per share for aggregate proceeds to the Company of approximately $
Shares issued upon conversion of note payable
On August 12, 2025, the debt holders of the
Novo Note and the Company entered into a Debt Conversion Agreement, whereas the parties agreed to the complete conversion of all outstanding
debt principal, accrued interest, and any penalties into shares of the Company’s common stock at a conversion price of $
Shares issued in connection with purchase of intangible assets
During 2024 and 2025, the Company issued shares of its common stock as consideration in connection with certain technology license agreements and asset acquisitions. Additional details regarding the related transactions are described in Note 5 – Goodwill and Intangible Assets.
GoLogiq, Inc.
On February 23, 2024, the Company entered into a Technology License and Commercialization Agreement with GoLogiq, Inc. granting the Company a worldwide exclusive license to develop and commercialize certain fintech technologies.
As consideration for the license, the Company
issued shares of common stock, valued at $
Savitr Tech OU (“Savitr”)
On February 19, 2025, the Company entered into an Asset Purchase Agreement with Savitr Tech OU to acquire certain telecommunications, billing and AI software assets.
During 2025, the Company issued the following shares of common stock as equity consideration under the agreement:
| · | shares issued on March 31, 2025,
valued at $1.82 per share or approximately $ | |
| · | shares issued on September 10,
2025, valued at $1.87 per or approximately $ |
These issuances satisfied the Company’s equity obligations under the Savitr acquisition agreement (See Note 5).
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Aqua Software Technologies Inc.
On March 28, 2025, the Company entered into an Asset Purchase Agreement with Aqua Software Technologies Inc. to acquire certain telecommunications billing and AI software assets.
As non-cash consideration for the acquisition,
the Company issued shares of common stock, valued at approximately $
NexGenAI Holding Group, Inc
On June 3, 2025, the Company entered into an Asset Purchase Agreement with NexGenAI Holding Group, Inc. to acquire certain artificial intelligence and software infrastructure assets.
The purchase price totaled $
The following installments were issued during 2025 and 2026:
| · | shares issued June 5,
2025 valued at $1.86 per share ($ | |
| · | shares issued September
25, 2025 valued at $1.66 per share ($ | |
| · | shares issued December
22, 2025 valued at $1.06 per share ($ | |
| · | shares issued March 13,
2026 valued at $0.55 per share ($ |
As of June 30, 2026 and December 31,
2025 the Company recorded a $
Everythink
On August 12, 2025, the Company entered into an Asset Purchase Agreement with Everythink Innovation Limited to acquire certain EDGE data center, telecom contracts, and AI infrastructure assets.
As part of the purchase consideration, the Company issued
shares of common stock, valued at $ per share, or approximately $
Equity Incentive Plans
The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2024 Equity Incentive Plan (the “2024 Plan”), which provide for the grant of equity-based awards to employees, directors, consultants, and other service providers. Awards that may be granted under the plans include stock options, restricted stock, stock appreciation rights (“SARs”), and restricted stock units (“RSUs”).
The plans are administered by the Board of Directors or the Compensation Committee, whom determine the terms and conditions of awards granted under the plans.
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Equity-based awards are accounted for in accordance with ASC 718, Compensation—Stock Compensation, which requires compensation expense to be recognized based on the grant-date fair value of the awards over the applicable vesting period.
Additional information regarding the 2021 Plan and 2024 Plan, including authorized shares and plan terms, is disclosed in Note 9.
Shares issued for services
During the period ended June 30, 2026 and the year ended December 31, 2025, the Company issued shares of common stock under its 2021 Equity Incentive Plan and 2024 Equity Incentive Plan to directors, consultants, employees, and service providers in exchange for services rendered. The fair value of the shares was determined based on the quoted market price of the Company’s common stock on the respective grant or issuance dates.
On January 3, 2025, the Company agreed to grant shares of fully vested common stock under the 2021 Plan to non-executive members of the Board which shall vest immediately, restricted stock units from the Plan which shall vest monthly in equal increments over three years from the Effective Date of which 66,667 vested during the year ended December 31, 2025, and an additional vested during the six months ended June 30, 2026. Additionally, shares were granted to the chairman of the Board during the year ended December 31, 2025, which vested immediately. The value of the fully vested shares granted was determined by the value of the stock on the quoted trading price of $6.08 and in aggregate of $ million. As of June 30, 2026, the Company has issued of the fully vested shares, with shares remaining to be issued.
On March 19, 2025, the Company agreed to grant shares of fully vested common stock under the 2024 Plan to employees and agents of the Company. The value of the fully vested shares granted was determined by the value of the stock on the quoted trading price of $2.11 and in aggregate of $ thousand. As of June 30, 2026, the Company has issued all of the agreed upon shares.
On April 4, 2025, the Company agreed to grant shares of fully vested common stock under the 2021 Plan to the newly elected non-executive member of the Board which shall vest immediately, restricted stock units from the Plan which shall vest monthly in equal increments over three years from the Effective Date of which 12,500 vested during the year ended December 31, 2025 and an additional vested during the six months ended June 30, 2026. The value of the fully vested shares granted was determined by the value of the stock on the quoted trading price of $1.7 and in aggregate of $ thousand. As of June 30, 2026, the Company has issued of the fully vested shares, with shares remaining to be issued.
On April 7, 2025, the Board of Directors of the Company approved a Management Consulting Agreement (the “Agreement”) with Quantum PR OU (the “Consultant”), a strategic advisory and communications consulting firm. The Agreement became effective on April 8, 2025, and has a term of twelve (12) months, unless earlier terminated in accordance with its terms. Pursuant to the Agreement, the Consultant will provide the Company with strategic advisory services, including general promotional activities within the business and investment community, as well as guidance on financing initiatives and international business development. In consideration for the consulting services, On April 29, 2025, the Company issued shares of its common stock to the Consultant in consideration for the consulting services for twelve months. The fair market value of the shares on the date of issuance was $1.63 per share, for an aggregate value of $ thousand.
On April 22, 2025, the Company issued shares of its common stock to a consultant of the Company that was previously accounted for under shares to be issued in a previous year.
On May 23, 2025, the Company issued shares
of its common stock to a consultant of the Company as a finder’s fee for facilitating the Savitr relationship on behalf of the Company.
The fair market value of the shares on the date of issuance was $1.76 per share, for an aggregate value of $
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On November 10, 2025, the Company agreed to grant shares of fully vested common stock under the 2024 Plan to consultants of the Company, which were all issued on November 11, 2025. The value of the fully vested shares granted was determined by the value of the stock on the quoted trading price of $1.37 and in aggregate of $ thousand.
On September 16, 2025, the Company issued
shares of its common stock to a former consultant of the Company as part of a settlement agreement. The fair market value of the
shares on the date of issuance was $1.85 per share, for an aggregate value of $
Shares issued to employees for compensation
On August 11, 2025, the Company agreed to grant restricted stock units from the 2024 Plan to the CEO of the Company which shall vest quarterly in equal increments over one year from the Effective Date of employment, of May 7, 2025, which vested during the year ended December 31, 2025. The value of the fully vested shares granted was determined by the value of the stock on the quoted trading price of $1.74 and in aggregate of $ thousand. As of June 30, 2026, the Company has t issued any of the shares.
On December 30, 2025, the Company agreed to grant shares of fully vested common stock under the 2024 Plan to a former executive of the Company as a part of the separation agreement. The value of the fully vested shares granted was determined by the value of the stock on the quoted trading price of $0.95 and in aggregate of $ thousand. As of June 30, 2026, the Company has issued all of the shares.
2021 Equity Incentive Plan
In July 2021, the Board and shareholders authorized
the 2021 Equity Incentive Plan (the “2021 Plan”), covering
| · | incentive stock options (“ISOs”) | |
| · | non-qualified options (“NSOs”) | |
| · | awards of restricted common stock | |
| · | stock appreciation rights (“SARs”) | |
| · | restricted stock units (“RSUs”) |
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Any option granted under the 2021 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant and not less than $4.00 per share, but the exercise price of any ISO granted to an eligible employee owning more than 10% of outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100 thousand. The exercise price of any NSO granted under the 2021 Plan is determined by the Board at the time of grant but must be at least equal to fair market value on the date of grant. The term of each plan option and the manner in which it may be exercised is determined by the Board or the Compensation Committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of any other type of award under the 2021 Plan are determined by the Board at the time of grant. Subject to the limitation on the aggregate number of shares issuable under the plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person.
The 2021 Plan is accounted for in accordance with ASC 718, Compensation - Stock Compensation. Under this guidance, the Company recognizes compensation expense for stock options, restricted stock, RSUs, and other equity-based awards based on the grant-date fair value of the awards. That expense is recognized over the vesting period of each award.
2024 Equity Incentive Plan
On July 11, 2024, the Board and Majority Shareholders approved and ratified the 2024 Equity Incentive Plan (the “2024 Plan”), covering a minimum of shares of common stock and up to of common stock, if all shares of shares of common stock issuable by the Company in the 2024 Exempt Offering, as described herein, are issued on or about the Effective Date. The purpose of the 2024 Plan is to advance the interests of the Company and related corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, officers, and directors, by creating incentives and rewards for their contributions to the success of the Company and its related corporations. The 2024 Plan is administered by the Board or by the Compensation Committee. The following awards may be granted under the 2024 Plan:
| · | incentive stock options (“ISOs”) | |
| · | non-qualified options (“NSOs”) | |
| · | awards of restricted common stock | |
| · | stock appreciation rights (“SARs”) | |
| · | restricted stock units (“RSUs”) |
Any option granted under the 2024 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant and not less than $4.00 per share, but the exercise price of any ISO granted to an eligible employee owning more than 10% of outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100 thousand. The exercise price of any NSO granted under the 2021 Plan is determined by the Board at the time of grant but must be at least equal to fair market value on the date of grant. The term of each plan option and the manner in which it may be exercised is determined by the Board or the Compensation Committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of any other type of award under the 2024 Plan are determined by the Board at the time of grant. Subject to the limitation on the aggregate number of shares issuable under the plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person.
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The 2024 Plan is accounted for in accordance with ASC 718, Compensation - Stock Compensation. Under this guidance, the Company recognizes compensation expense for stock options, restricted stock, RSUs, and other equity-based awards based on the grant-date fair value of the awards. That expense is recognized over the vesting period of each award.
Stock Options
There were stock options granted during the six months ended June 30, 2026 and 2025.
During the six months ended June 30, 2026, and 2025, the Company recorded $ and $ thousand of compensation expense, respectively, related to stock options.
All outstanding and unvested stock options were
forfeit during the year ended December 31, 2025. As such, there are unrecognized compensation costs related to non-vested stock options.
There were
Warrants
Warrants issued by the Company are evaluated under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, to determine classification as equity or liability. The Company’s outstanding warrants do not meet the equity classification criteria and are therefore recorded as liabilities. These warrants are initially measured at fair value on the grant date and remeasured to fair value at each reporting date, with changes in fair value recognized in earnings.
The fair value of the warrants was determined by an independent valuation firm using the Black-Scholes option pricing model. In developing the valuation, the independent firm considered multiple valuation approaches and concluded that an option-pricing methodology was most appropriate given the going-concern nature of the Company. Key assumptions used in the valuation included expected volatility, expected term, risk-free interest rate, and expected dividend yield, which were determined based on market data and the Company’s historical information.
2025 Activity
Warrants transferred to CognoGroup
In connection with the spin-off completed on December 30, 2025, the Company transferred warrants related to the Montage Notes to the spun-off entity (see Note 7). These warrants were previously associated with securities assigned to the spin-off entity and as a result of the spin-off, these warrants are no longer reflected on the Company’s consolidated balance sheet as of December 31, 2025.
There was
All warrants are exercisable at June 30, 2026. The weighted average exercise price is $ and the remaining life of the warrants is years at June 30, 2026.
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NOTE 10 – COMMITMENTS AND CONTINGENCIES
General
The Company accrues a loss contingency if it is probable that a liability has been incurred and the amount can be reasonably estimated, in accordance with ASC 450-20, Contingencies. If a loss is reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, the Company discloses the nature of the contingency but does not record an accrual. Management evaluates all known legal matters and other contingencies on an ongoing basis and adjusts accruals as additional information becomes available.
Legal Proceedings
BKR Strategy Group
The Company is pursuing a collections matter against BKR Strategy Group related to unpaid invoices and a $500 thousand promissory note executed on November 30, 2021. Following non-payment, the Company filed two lawsuits on February 18, 2022, totaling $1.4 million. BKR filed a $500 thousand counterclaim alleging overbilling, which the Company disputes and intends to defend. On June 21, 2022, the Supreme Court of New York ruled in favor of the Company, awarding $500 thousand plus 12% interest. The Company has dropped the second lawsuit and accordingly no accrual was made.
Pipl, Inc.
On September 6, 2023, the Company was served with
a civil lawsuit filed by Pipl, Inc. in the Superior Court of the State of Connecticut, Judicial District of New Britain. The lawsuit alleges
that the Company failed to pay for goods and/or services provided by Pipl, Inc. between January 3, 2021, and December 7, 2022, with the
claimed amount due exceeding $
Creditors Adjustment Bureau, Inc.
On April 1, 2024, the Company became involved
in legal proceedings initiated by Creditors Adjustment Bureau, Inc. ("CAB"), as documented in the Superior Court of California,
County of Santa Clara, case number 24CV433086. CAB’s complaint, filed on March 13, 2024, alleges that the Company failed to fulfill
payment obligations under contracts with CAB’s assignor, totaling approximately $
HireTeammate, Inc.
November 20, 2024, Recruiter.com Inc. has been
named as a defendant in a lawsuit filed by HireTeammate, Inc. (d/b/a hireEZ) in the Supreme Court of New York. The lawsuit alleges that
the Company breached a contract by failing to pay for platform management services provided by hireEZ between December 12, 2022, and January
31, 2023. The total amount claimed is $
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Regal Nutra, LLC and Dauntless Media, LLC
During 2025, Regal Nutra, LLC and Dauntless Media, LLC have initiated arbitration through JAMS (Judicial Arbitration and Mediation Services) in New York against Nixxy, Inc. (formerly Recruiter.com Group, Inc.) and others, alleging breach of contract and fraud related to a series of business agreements. Nixxy has filed a formal objection to jurisdiction, asserting it was never a party to the contracts at issue, has no relationship with the claimants, and did not agree to arbitration. The arbitration stems from alleged conduct involving other corporate entities and individuals, and Nixxy is seeking dismissal from the proceeding with prejudice. At this stage, the Company cannot predict the outcome or estimate potential loss, if any.
Except for the aforementioned proceedings described above, as of the date of this filing, there are no material pending legal or governmental proceedings relating to the Company or properties to which the Company is a party, and, to the Company's knowledge, there are no material proceedings to which any directors, executive officers, or affiliates are a party adverse to the Company or which have a material interest adverse to the Company.
NOTE 11 - RELATED PARTY TRANSACTIONS
General
The Company accounts for and discloses related party transactions in accordance with ASC 850, Related Party Disclosures. All related party transactions are reviewed and approved by the Company’s Board of Directors or an appropriate committee to ensure that the terms are fair and reasonable and in the best interest of the Company.
Related Party Transactions
Under a technology services agreement entered
into on January 17, 2020, the Company uses a related party firm of the Company, Recruiter.com Mauritius, for software development and
maintenance related to the Company's website and platform underlying operations. This was an oral arrangement prior to January 17, 2020.
The initial term of the Services Agreement is five years, whereupon it shall automatically renew for additional successive 12-month terms
until terminated by either party by submitting a 90-day prior written notice of non-renewal. The firm was formed outside of the United
States solely for the purpose of performing services for the Company and has no other clients. The consultant to the Company, who was
the Company's Chief Technology Officer until July 15, 2021, and thereafter the Company's Chief Web Officer until August 23, 2023, is an
employee of Recruiter.com Mauritius and exerts control over Recruiter.com Mauritius. Pursuant to the Services Agreement, the Company has
agreed to pay Recruiter.com Mauritius fees in the amount equal to the actualized documented costs incurred by Recruiter.com Mauritius
in rendering the services pursuant to the Services Agreement, expenses to this firm were $
On February 23, 2024, the Company entered into a certain Technology License and Commercialization Agreement with GoLogiq, Inc. (the “GOLQ”) that supersedes and replaces in its entirety the GOLQ Agreement, as amended by the August 29, 2023 Amendment and the August 18, 2023, Amendment. Under the GOLQ Licensing Agreement, GOLQ grants the Company a worldwide, exclusive license to the Company to develop its fintech technology and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products, for a term of 10 years, with automatic two-year renewals.
On March 7, 2024, the Company appointed the CEO and Director of GOLQ to be the new Chief Executive Officer and President. On December 12, 2024, he resigned from his position as member of the Board of Directors of Nixxy, Inc. effective immediately and as Chief Executive Officer. His resignation was not due to any disagreement with the Company.
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On March 28, 2024, the Company and GOLQ entered
into an Amendment to Technology License and Commercialization Agreement to decrease the future royalty from eight percent to five percent
for which the Company agreed to grant GOLQ a warrant to purchase 292,000 shares of Company common stock for a price equal to $0.01 per
share. As a result of this transaction the company issued GOLQ shares of Company’s common stock valued at $
The Company has engaged a related party firm of
the Company, Logiq Inc, for marketing and advisory services related to new initiatives for the Data AI acquisitions, sourcing strategic
partnerships in Europe, Asia, and Africa, and digital marketing services. Expenses to this firm were $
NOTE 12 – SEGMENT REPORTING
The Company has reportable segment, which is aligned with its internal organizational structure and reviewed by the Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (CODM). In accordance with ASC 280, Segment Reporting, segments are defined based on the manner in which financial information is evaluated by the CODM for resource allocation and performance assessment.
The Company’s reportable segment is as follows:
Telecomm — Provider of private telecommunications solutions and proprietary billing services.
All material operating units within each segment have been aggregated as they share similar economic characteristics, customer types, nature of products and services, and processes for procurement and delivery. The Company evaluates segment performance based on segment operating loss, which includes gross profit less direct research and development, sales and marketing, and general and administrative expenses that are specifically attributable to each segment. Items below loss from operations, such as interest and taxes, and all balance sheet data are not allocated to segments, as they are not used by the CODM.
The tables below present segment information reconciled to total Company loss from operations, with segment operating loss including gross profit less direct research and development expenses and direct selling, general and administrative expenses to the extent specifically identified by segment:
| Schedule of segment information | ||||||||||||||||
| Three Months ended June 30 | Six Months ended June 30 | |||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| REVENUE | ||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Product development | ||||||||||||||||
| Amortization of intangibles | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| LOSS FROM OPERATIONS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
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Assets are not allocated to segments for internal reporting presentations. It is impracticable for us to separately identify the amount of amortization and depreciation by segment that is included in the measure of segment profit or loss.
NOTE 13 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through August 13, 2026, the date the accompanying condensed consolidated financial statements were available to be issued. Based on this evaluation, no events other than the following have occurred that require disclosure or adjustment to the financial statements as of and for the period ended June 30, 2026.
On July 2, 2026, the Company received written notification from The Nasdaq Stock Market LLC confirming that the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for continued listing on the Nasdaq Capital Market. As a result, the compliance matter was closed.
During the subsequent period, the Company's publicly traded warrants expired in accordance with their terms. As a result, the warrants are no longer exercisable and no warrants remain outstanding under such series.
The Company's effective shelf registration statement on Form S-3, providing for the offer and sale of up to $100 million of securities from time to time, remains available to support future capital raising activities, subject to applicable securities laws and market conditions.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on April 15, 2026.
For purposes of this Quarterly Report, “Nixxy,” “we,” “our,” “us,” or similar references refers to Nixxy, Inc. and its consolidated subsidiaries, unless the context requires otherwise.
Overview
During the six months ended June 30, 2026, the Company continued to execute its strategic transformation into a communications and data infrastructure platform. The Company’s operating focus is centered on scaling its telecommunications revenue base, improving operating efficiency through automation and AI-enabled routing, and expanding into higher-value infrastructure and software-driven applications.
The Company’s telecommunications platform has experienced significant growth in traffic volumes and revenue run-rate, supported by expanded carrier relationships, improved routing performance, and increased operational scale. Based on internal management estimates and prior disclosures, the Company’s telecommunications business has reached an annualized revenue run-rate of approximately $150 million to $180 million as of late 2025, although such run-rate may not be indicative of future results.
Revenue Growth and Communications Platform Scaling
The Company’s revenue growth has been primarily driven by:
| · | Expansion of wholesale voice and messaging traffic volumes | |
| · | Increased number of carrier interconnect relationships | |
| · | Improved routing performance and delivery consistency | |
| · | Repeatable, transaction-based revenue streams tied to communications traffic |
Management believes that the Company’s communications platform represents a scalable and repeatable revenue engine, where incremental traffic can be added with limited proportional increases in operating overhead. Revenue is largely usage-based and may fluctuate based on traffic volumes, routing decisions, customer demand, and market pricing conditions.
Margin Expansion and Traffic Mix Optimization
A core component of the Company’s strategy is the improvement of unit economics through a combination of traffic mix optimization and operational automation.
Key drivers of margin expansion include:
| · | Traffic mix shift: Increasing the proportion of higher-margin messaging (SMS) traffic relative to lower-margin voice traffic over time | |
| · | Optimized logic routing: Utilizing automation and data analytics to optimize route selection, improve quality of service, and enhance cost efficiency | |
| · | Operational automation: Reducing manual intervention in routing, billing, and settlement workflows |
Management believes that these initiatives support a disciplined margin expansion framework, although realized margins may vary depending on market conditions, pricing dynamics, and traffic composition.
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Operating Efficiency and Automation
The Company has invested in AI-enabled systems designed to:
| · | Monitor network performance and traffic flows |
| · | Detect anomalies and mitigate fraud risks |
| · | Automate routing and quality-of-service governance |
| · | Improve billing accuracy and settlement processes |
These capabilities are intended to improve operating efficiency, reduce manual overhead, and enhance consistency across the Company’s telecommunications operations. As the platform scales, management expects automation to play an increasing role in supporting operational leverage; however, the timing and extent of such benefits remain dependent on execution and market conditions.
Expansion into Infrastructure and Software
In addition to its core telecommunications operations, the Company has made investments in infrastructure and software assets intended to support higher-value applications, including:
| · | Edge data infrastructure associated with Everythink Innovations Limited |
| · | AI-enabled software platforms, including AQUA and Leadnova.ai |
| · | Platform components designed to support workflow automation and data processing |
These initiatives are intended to enable the Company to process communications and related data within controlled infrastructure environments and to support the development of software-based offerings over time.
Leadnova.ai is currently in user acceptance testing, with a targeted commercial beta planned for 2026, subject to execution.
Telco + Fintech Convergence Initiatives
The Company is pursuing opportunities at the intersection of telecommunications and financial technology, leveraging its communications infrastructure to support transaction-enabled workflows.
These initiatives include:
| · | Messaging-based payment enablement (e.g., text-to-pay functionality) |
| · | Transaction notifications and confirmations |
| · | Identity verification and authentication workflows |
| · | Cross-border communications supporting financial interactions |
The Company is developing these capabilities in part through strategic partnerships, including collaboration with PayToMe, which provides development resources and fintech platform capabilities.
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PayToMe.co is a Silicon Valley–based AI-native financial technology platform enabling embedded payments and cross-border transaction workflows across global markets.
Management believes that integrating communications and transaction workflows may represent a significant long-term opportunity; however, these initiatives are in development, and their timing, adoption, and financial impact remain uncertain and subject to execution and regulatory considerations.
Liquidity and Capital Strategy
The Company continues to evaluate capital allocation strategies to support:
| · | Growth in telecommunications traffic volumes |
| · | Investment in infrastructure and platform development |
| · | Strategic partnerships and potential acquisitions |
Management expects that continued revenue growth and operational improvements may support progress toward improved cash flow performance; however, the Company may require additional capital to execute its growth strategy.
Key Business Drivers and Outlook
Management believes that the Company’s future performance will be influenced by:
| · | Growth in global communications traffic volumes |
| · | Ability to maintain and expand carrier relationships |
| · | Execution of traffic mix optimization and margin expansion strategies |
| · | Progress in infrastructure and software commercialization |
| · | Development of communications-enabled fintech capabilities |
While management believes the Company is positioned to benefit from these trends, actual results may differ materially due to market conditions, competition, regulatory factors, and execution risks.
Results of Operations
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025:
Revenue
Revenue was approximately $16.1 million for the three-month period ended June 30, 2026, as compared to $13.4 million for the three-month period ended June 30, 2025, representing an increase of $2.7 million or 20%. The increase resulted primarily due to the expansion of the Company's telecommunication services business.
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Cost of Revenue
Cost of revenue was $16.1 million for the three-month period ended June 30, 2026, compared to $13.4 million for the corresponding three-month period ended June 30, 2025, representing an increase of $2.7 million or 20%. This increase resulted primarily from the increase in revenue generating operations from the expansion to the telecommunication services business.
Operating Expenses
Operating expenses, excluding cost of revenue described above, were approximately $1.7 million for the three-month period ended June 30, 2026, compared to $2.2 million for the corresponding three-month period ended June 30, 2025, a decrease of $584 thousand or 26%. This decrease was due to a decrease in general and administrative expenses of $958 thousand, largely due to a decrease of $600 thousand in stock compensation expense. The general and administrative decrease was partially offset by an increase of $274 thousand to amortization of intangibles related to purchases made after Q2 2025.
Sales and Marketing
Sales and marketing expense was approximately $127 thousand for the three-month period ended June 30, 2026, compared to $9 thousand for the corresponding three-month period in 2025, an increase of $118 thousand. The increase was primarily attributable to new marketing expenditures as part of the Company’s growth initiatives focused on improving revenue.
Product Development
Product development expense for the three-months ended June 30, 2026, decreased to $2 thousand from $19 thousand for the corresponding period ended June 30, 2025.
Amortization of Intangibles
For the three-month period ended June 30, 2026, the Company incurred a non-cash amortization charge of $713 thousand as compared to $439 thousand for the corresponding period ended June 30, 2025. The increase in amortization expense was primarily attributable to intangible assets acquired in connection with the Company’s 2025 telecommunications-related acquisitions.
General and Administrative
General and administrative expenses consist primarily of compensation-related costs for personnel performing corporate, finance, and administrative functions, as well as legal, audit, tax, consulting, and other professional fees and general corporate expenses.
For the three-month period ended June 30, 2026, general and administrative expenses were $818 thousand, including $162 thousand of non-cash stock-based compensation. For the three-month period ended June 30, 2025, for the corresponding period, general and administrative expenses were $1.8 million, including $800 thousand of non-cash stock-based compensation. Non-cash stock-based compensation increases GAAP general and administrative expenses and, consequently, operating loss, but it does not reduce cash flows. As a result, while operating loss may appear higher, actual cash outflows for general and administrative activities are lower than the GAAP expense.
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Other Income (Expense)
Other income (expense) for the three-month period ended June 30, 2026, was an expense of $680 thousand compared to expense of $1.4 million in the corresponding period ended June 30, 2025. This decrease is attributable to the decrease in loss change in fair value of contingent consideration of $1.3 million, partially offset by the increase in loss on change on fair value of marketable securities of $627 thousand.
Net Income (Loss)
For the three-months ended June 30, 2026, the Company had a net loss from continuing operations of $(2.3) million compared to a net loss from continuing operations of $(3.6) million during the corresponding three-month period in 2025.
Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025:
Revenue
Revenue was approximately $45.2 million for the six month period ended June 30, 2026, as compared to $14.6 million for the six month period ended June 30, 2025, representing an increase of $30.6 million or 209%. The increase resulted primarily due to the expansion of the Company's telecommunication services business.
Cost of Revenue
Cost of revenue was $45.1 million for the six month period ended June 30, 2026, compared to $14.6 million for the corresponding six month period in 2025, representing an increase of $30.5 million or 209%. This increase resulted primarily from the increase in revenue generating operations from the expansion to the telecommunication services business.
Operating Expenses
Operating expenses, excluding cost of revenue described above, were approximately $2.9 million for the six month period ended June 30, 2026, compared to $6.1 million for the corresponding six month period in 2025, a decrease of $3.1 million or 52%. This decrease was due to a decrease in general and administrative expenses of $3.5 million, largely related to a decrease in stock compensation expense.
Sales and Marketing
Sales and marketing expense was approximately $127 thousand for the six month period ended June 30, 2026, compared to $558 thousand for the corresponding six month period in 2025, a decrease of $431 thousand. The decrease was primarily attributable to reducing marketing expenditures as part of the Company’s cost management initiatives in the prior quarter.
Product Development
Product development expense for the six months ended June 30, 2026, decreased to $4 thousand from $34 thousand for the corresponding period in 2025 due to a large focus on product development in the prior period.
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Amortization of Intangibles
For the six month period ended June 30, 2026, the Company incurred a non-cash amortization charge of $1.4 million as compared to $601 thousand for the corresponding period in 2025. The increase in amortization expense was primarily attributable to intangible assets acquired in connection with the Company’s 2025 telecommunications-related acquisitions.
General and Administrative
General and administrative expenses consist primarily of compensation-related costs for personnel performing corporate, finance, and administrative functions, as well as legal, audit, tax, consulting, and other professional fees and general corporate expenses.
For the six month period ended June 30, 2026, general and administrative expenses were $1.4 million, including $245 thousand of non-cash stock-based compensation. In 2025, for the corresponding period, general and administrative expenses were $4.9 million, including $2.6 million of non-cash stock-based compensation. Non-cash stock-based compensation increases GAAP general and administrative expenses and, consequently, operating loss, but it does not reduce cash flows. As a result, while operating loss may appear higher, actual cash outflows for general and administrative activities are lower than the GAAP expense.
Other Income (Expense)
Other income (expense) for the six month period ended June 30, 2026, was income of $1.1 million compared to expense of $1.3 million in the corresponding 2025 period. This increase is attributable to the decrease in loss change in fair value of contingent consideration of $1.3 million, partially offset by the increase in Gain on change on fair value of marketable securities of $1.1 million.
Net Income (Loss)
For the six months ended June 30, 2026, the Company had a net loss from continuing operations of $1.8 million compared to a net loss from continuing operations of $7.3 million during the corresponding six month period in 2025.
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities was approximately $1.4 million for the six months ended June 30, 2026, compared to $3.0 million for the six months ended June 30, 2025.
For the six months ended June 30, 2026, the Company reported a net loss from continuing operations and discontinued operations of $1.8 million. The net loss includes non-cash expenses, including:
| · | Depreciation and amortization of $1.4 million |
| · | Stock-based compensation of $245 thousand |
| · | Change in fair value of marketable securities of $1.1 million |
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For the six months ended June 30, 2025, net loss from continuing operating operations was $7.3 million and net loss from discontinued operations was $1.5 million. The 2025 net loss included significant non-cash charges, including:
| · | Depreciation and amortization of $607 thousand (continuing) and $232 thousand (discontinued) |
| · | Stock-based compensation of $2.6 million (continuing) and $691 thousand (discontinued) |
| · | Change in fair value of contingent consideration of $$1.3 million |
The decrease in cash used in operating activities during 2026 was primarily attributable to lower expenses.
Investing Activities
Net cash used in investing activities was approximately $0 for the six months ended June 30, 2026, compared to $400 thousand for the six months ended June 30, 2025.
The 2025 cash outflow related to purchases of intangible assets associated with the Company’s telecommunications expansion.
Financing Activities
Net cash provided by financing activities was approximately $1.5 million for the six months ended June 30, 2026. The primary sources of financing were:
| · | $1.3 million from common stock offerings |
| · | $225 thousand from proceeds under a line of credit |
Net cash provided by financing activities was approximately $1.8 million for the six months ended June 30, 2025. The primary sources of financing were:
| · | $1.8 million proceeds from issuance of common stock |
Liquidity and Going Concern
As of June 30, 2026, the Company had cash on hand of approximately $330 thousand.
Based on current operating levels and cash on hand, the Company does not have sufficient capital to meet its working capital needs for the next twelve months. The Company has incurred recurring losses and negative operating cash flows since inception.
For the six months ended June 30, 2026, the
Company reported net loss from continuing operations of $1.8 million.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern. They do not include any adjustments that might result from the outcome of this uncertainty.
Historically, the Company has funded operations primarily through equity issuances. The Company expects to seek additional capital through equity or other financing arrangements; however, there can be no assurance that such financing will be available on acceptable terms, or at all. If the Company is unable to obtain adequate funding, it may be required to significantly reduce or cease operations.
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Off-Balance Sheet Arrangements
None.
Critical Accounting Estimates and Policies
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported revenues and expenses. Actual results may differ from those estimates.
Significant estimates include:
| · | Fair value of intangible assets acquired in asset acquisitions | |
| · | Goodwill impairment assessments | |
| · | Valuation of stock-based compensation | |
| · | Fair value of contingent consideration | |
| · | Revenue recognition judgments, including principal versus agent considerations | |
| · | Deferred tax valuation allowances |
The Company considers the valuation of intangible assets and goodwill to be its most critical accounting estimates due to the significant judgment involved in determining fair value and assessing impairment.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to receive.
The Company’s primary revenue source as of June 30, 2026 is telecommunications services provided through its Auralink operations.
Telecommunications Revenue
The Company generates revenue from wholesale voice termination and SMS transmission services under bilateral carrier agreements. Pricing is established through contractual rate schedules based on destination and service type. Each voice call or SMS message represents a distinct performance obligation. Revenue is recognized at a point in time when delivery is completed and control transfers to the customer, typically upon successful transmission. The Company acts as principal in these arrangements, as it controls routing infrastructure, establishes pricing, and bears delivery risk. Accordingly, revenue is recognized on a gross basis. Settlements with counterparties may occur on a net basis operationally; however, revenue and related costs are recorded gross in accordance with ASC 606.
Discontinued Operations
Revenue streams associated with legacy marketplace, consulting, and staffing operations have been discontinued and are presented within discontinued operations.
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Intangible Assets
Intangible assets consist primarily of acquired technology and customer-related assets obtained through asset acquisitions in 2024 and 2025. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives.
The Company evaluates intangible assets for impairment when events or changes in circumstances indicate that carrying amounts may not be recoverable.
Goodwill
Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is tested annually for impairment or more frequently if indicators arise.
The Company performs its annual impairment assessment as of December 31. During 2025, the assessment resulted in full impairment of the remaining goodwill balance.
Impairment testing may involve significant judgment, including assumptions regarding projected cash flows, discount rates, growth rates, and market conditions.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718. Compensation expense is measured at the grant-date fair value of the award and recognized over the requisite service period.
The fair value of stock options is estimated using the Black-Scholes option pricing model, which requires assumptions regarding volatility, expected term, risk-free interest rates, and forfeiture rates.
Recently Issued Accounting Pronouncements
The Company adopted ASU 2023-09 (Income Taxes – Improvements to Income Tax Disclosures) effective January 1, 2025. Adoption did not have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 (Expense Disaggregation Disclosures), effective for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of this standard.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
| (a) | Disclosure Controls and Procedures |
Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, and due to the remediation of the material weaknesses in internal control over financial reporting described below, management concluded that our disclosure controls and procedures were effective as of June 30, 2026.
| (b) | Management’s Report on Internal Control over Financial Reporting |
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Management evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026 using the criteria established in the COSO Internal Control — Integrated Framework (2013).
Management previously identified material weaknesses as of December 31, 2024, including:
| · | Insufficient segregation of duties within the accounting function due to limited personnel resources; and |
| · | Lack of sufficient in-house technical accounting expertise to evaluate complex or non-routine transactions. |
During 2025, the Company undertook steps to strengthen its internal control environment, including:
| · | Enhancing review-level controls over financial reporting; |
| · | Expanding documentation of technical accounting analyses; |
| · | Increasing coordination among legal, finance, and operational personnel; and |
| · | Hiring experienced internal and external accounting professionals. |
Based on the remediation efforts and testing performed, management concluded that the previously identified material weaknesses had been remediated as of March 31, 2026 and that the Company’s internal control over financial reporting was effective as of that date.
Changes in Internal Control over Financial Reporting
Except for the remediation efforts described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in legal proceedings arising in the ordinary course of business. The Company evaluates all claims on a case-by-case basis and establishes accruals when a loss is probable and reasonably estimable. Except as described below, the Company is not currently a party to any material legal proceedings.
ITEM 1A. RISK FACTORS
Factors that could cause or contribute to differences in our future financial and operating results include those discussed in the risk factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, filed April 15, 2026. These risks are not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may also have an adverse effect on us. If any of the risks actually occur, our business, results of operations, cash flows or financial condition could suffer.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None of our directors or officers, as defined
in Rule 16a-1(f) under the Exchange Act
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ITEM 6. EXHIBITS
The following exhibits are filed as part of this Quarterly Report:
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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, thereunto duly authorized.
| NIXXY, INC. | |||
| Dated: August 12, 2026 | By: | /s/ David Kratochvil | |
|
David Kratochvil Chief Executive Officer (Principal Executive Officer) |
|||
| Dated: August 12, 2026 | By: | /s/ MeiLin Yu | |
|
MeiLin Yu Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
| 48 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, David Kratochvil, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Nixxy, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 12, 2026 | |
| /s/ David Kratochvil | |
| David Kratochvil | |
|
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, MeiLin Yu, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Nixxy, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ MeiLin Yu | |
| MeiLin Yu | |
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
| Date: August 12, 2026 |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Nixxy, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof, I, David Kratochvil, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and | |
| 2. | The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ David Kratochvil | |
| David Kratochvil | |
|
Chief Executive Officer (Principal Executive Officer) |
|
| Dated: August 12, 2026 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Nixxy, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof, I, MeiLin Yu, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and | |
| 2. | The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ MeiLin Yu | |
| MeiLin Yu | |
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
| Dated: August 12, 2026 |