NIXX 8-K
Nixxy, Inc. (NIXX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On February 19, 2025, Nixxy, Inc. (the “Company” or “Nixxy”) entered into and closed that certain Asset Purchase Agreement (the “Savitr Tech APA” or the “Agreement”) with Savitr Tech OU, an Estonian corporation (“Savitr” or “Seller”). The Seller is a private company specializing in telecommunications and software development, with a focus on billing systems, AI integration, wholesale long distance interconnections and sales; and is the owner of associated and intellectual property. Pursuant to the Agreement, Nixxy shall acquire 100% of Savitr’s assets related to billing and AI systems, hereby referred to as “TKOS Systems.” The software acquired from Savitr includes AI integration, wholesale long distance contracts and the accompanying interconnections in identified contracts and associated and intellectual property, each as further described in Schedule “A" of the Agreement.
In exchange for the purchase of TKOS Systems, the Company paid the Seller cash consideration of $300,000 and shall pay to the Seller (i) 4.9% of the total issued and outstanding common shares of the Company, upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, upon the achievement of a minimum of $250,000 in revenue generated by the TKOS Systems, and (ii) 4.9% of the total issued and outstanding common shares of the Company, within ninety (90) calendar days of the closing of the Agreement (the “Closing”), provided that the monthly revenue run rate generated by the TKOS Systems shall be not less than USD 5 million per month (the “Revenue Milestone”). Should the assets not have achieved the Revenue Milestone at the end of ninety (90) calendar days from the Closing of the Agreement, the issuance under (ii) above shall be deferred for an additional ninety (90) calendar days until such Revenue Milestone is achieved. If the Revenue Milestone has not been achieved within one hundred eighty (180) calendar days of the closing of this Agreement, the shares issuable under (ii) above shall be reduced proportionately to reflect the average monthly revenue run rate during the time period from the Closing and the one hundred eightieth (180th) calendar day of the Closing.
The Agreement contains standard representations and warranties, along with standard closing conditions.
The foregoing description of the Savitr Tech APA does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Termination of Letter of Intent with Just Got 2 Have It, Inc.
Commensurate with Company’s focus on efforts in the telecommunication and technology sectors as evidenced by the Savitr Tech APA described herein, the Company has elected to not extend, and to terminate, the previously disclosed non-binding Letter of Intent, (the “Letter of Intent”) with Just Got 2 Have It, Inc., a corporation organized under the laws of the State of Florida, Just Got 2 Have It! – NE, LLC, a Florida limited liability company, and Just Got 2 Have It! – West, LLC, a Nevada limited liability company, and no longer pursue the transaction.
Termination and Settlement Agreement
On February 20, 2025, the Company and Yu-san “Debra” Chen Volpone, former Chief Executive Officer, entered into a Termination and Settlement Agreement, whereby the Company agreed to settle any amounts due under her employment agreement, dated January 1, 2025, for an aggregate $350,000 plus an additional reimbursement of $25,000 in legal expenses.
The foregoing description of the Termination and Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in Item 5.02 below is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Officer
Concurrent with the Company’s purchase of the TKOS Systems described herein to focus on its telecom and artificial intelligence initiatives, and the Company’s election to no longer pursue a transaction with Just Got 2 Have It, Inc., on February 14, 2025, Yu-san “Debra” Chen Volpone resigned from her position as Chief Executive Officer of the Company, effective on that date. In addition, Ms. Volpone resigned as member of the Board of Directors of the Company, effective February 20, 2025. Ms. Volpone’s resignation was not based on any disagreement with the Company.
Appointment of Interim Chief Executive Officer
Effective February 18, 2025, the Company appointed Miles Jennings as the Interim Chief Executive Officer of the Company until such time as the Company completes its process of hiring a permanent replacement. Mr. Jennings is currently a member of the Company’s board of directors (the “Board”).
Mr. Jennings, age 47, has served as the Company’s Chief Executive Officer, Chief Operating Officer and President since 2020 and until March 2024. Prior to that, Mr. Jennings founded the Company and served as the Chief Executive Officer of Recruiter.com, Inc. from 2015 until October 2017, and then as Chief Executive Officer of Truli Technologies, Inc. and its subsidiary, VocaWorks, Inc., from then until March 2019, when Truli Technologies merged with Recruiter.com, Inc. Mr. Jennings served as Chief Executive Officer of the merged company, Nixxy, Inc. through July 1, 2020, when he moved into the role of President and Chief Operating Officer. Mr. Jennings has worked in the recruiting and online recruiting industry since 2003 at employers including Modis, an Adecco division, and Indeed.com. He is a graduate of Trinity College in Hartford, CT with a degree in philosophy.
There is no arrangement or understanding between Mr. Jennings and any other persons pursuant to which Mr. Jennings was appointed to his positions. There are no family relationships between Mr. Jennings and any of the Company’s officers or directors. Other than as described below, there are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Jennings has a material interest subject to disclosure under Item 404(a) of Regulation S-K. In connection with his appointment, the Company may provide additional compensation to Mr. Jennings in the future.
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Item 7.01 Regulation FD Disclosure.
On February 19, 2025, the Company issued a press release withdrawing a proposed private offering of up to $50 million aggregate principal amount of Bitcoin-based, zero-coupon convertible notes. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report.
On February 21, 2025, the Company issued a press release announcing the closing of the Asset Purchase Agreement with Savitr and the appointment of Mr. Jennings as the Company’s Interim Chief Executive Officer. A copy of the Company’s press release is attached as Exhibit 99.2 to this Current Report.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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| Asset Purchase Agreement, dated February 19, 2025, between Nixxy, Inc. and Savitr Tech OU | |
| Termination and Settlement Agreement, dated February 20, 2025 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nixxy, Inc. |
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Dated: February 21, 2025 | By: | /s/ Miles Jennings |
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| Miles Jennings Interim Chief Executive Officer |
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EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made effective as of the February 19, 2025 (the “Execution Date”).
BETWEEN:
Savitr Tech OU, a corporation existing under the laws of Estonia, and having its head office located at J. Sütiste tee 19a-201, Mustamäe linnaosa, 13419 Tallinn, Harju maakond, ESTONIA (“Vendor” or the “Company”)
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Nixxy, Inc., a company existing under the laws of the State of Nevada, USA, and having its registered office located at 123 Farmington Avenue, Suite 252, Bristol, CT 06010
(“Buyer” or “Nixxy”)
WHEREAS:
| A. | Buyer is a public corporation trading on the NASDAQ under symbol: NIXX; |
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| B. | Vendor is a private company specializing in telecommunications and software development, with a focus on billing systems, AI integration, wholesale long distance interconnections and sales; and is the owner of associated and intellectual property. |
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| C. | Buyer wishes to acquire 100% of the assets related to billing and AI systems hereby referred to as “TKOS Systems.” Software includes: AI integration, wholesale long distance contracts and the accompanying interconnections in identified contracts and associated and intellectual property, as more particularly described in Schedule “A” attached hereto (collectively, the “Purchased Assets”) from the Vendor in consideration for the Cash and Stock Consideration (defined below) on the terms and conditions set forth in this agreement. |
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and of the premises, covenants and agreements herein set forth, the Parties hereto covenant and agree each with the other as follows:
| 1.1 | For the purposes of this Agreement, except as otherwise expressly provided herein: |
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| (a) | all references in this Agreement to a designated article, section, subsection or Schedule is to the designated article, section or subsection of, or Schedule to, this Agreement; |
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| (b) | the words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to this Agreement as a whole and not to any particular article, section, subsection, or Schedule, unless indicated; |
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| (c) | the singular of any term includes the plural and vice versa, and the use of any term is equally applicable to any gender and, where applicable, to a body corporate; |
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| (d) | the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation”, “but not limited to” or other words of similar import are used); |
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| (e) | all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with IFRS, applied on a consistent basis with prior periods; |
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| (f) | except as otherwise provided, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulations; |
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| (g) | where the phrase “to the best knowledge of” or phrases of similar import are used in this Agreement regarding statements of fact made by a person, it is intended to indicate that no information has come to the person’s attention which would give them actual knowledge of the existence or absence, as the case may be, of such facts, and except as expressly set out in this Agreement, the person has not undertaken any specific search to determine the existence or absence, as the case may be, of such facts; |
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| (h) | the headings to the articles and sections of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof; |
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| (i) | any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity; and |
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| (j) | unless otherwise specifically noted, all references to currency in this Agreement are to United States dollars. |
| 1.2 | The following are the Schedules to this Agreement: |
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| A | Purchased Assets |
| 2. | CONSIDERATION |
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| 2.1 | Upon and Subject to the terms of this Agreement, the Vendor agrees to sell, assign and transfer, free and clear of all Encumbrances, and the Buyer agrees to purchase, all of the Purchased Assets (the “Transaction”). For purposes of this Agreement, the term “Encumbrance” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien or claim of lien (statutory or otherwise), easement, deemed or statutory trust, restrictive covenant, adverse claim, exception, reservation, right of occupation, any matter capable of registration against title, right of pre-emption, privilege or other encumbrance or third party right of any nature or any other arrangement or condition that, in substance, secures payment or performance of an obligation. |
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| 2.2 | Subject to section 2.3 below as consideration and in exchange for 100% of the Purchased Assets, on the Closing Date (February 20, 2025), Buyer will pay: |
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| (i) | Cash Consideration of $300,000 USD to the Vendor, inclusive of all applicable taxes upon close. |
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| (ii) | Securities for the amount of: |
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| (A) | 4.9% of the total issued and outstanding common shares of NIXXY Inc upon the achievement of a minimum of $250,000 in revenue generated by the assets in Schedule A; issued in the name of: |
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| SAVITR TECH OU |
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| J. Sütiste tee 19a-201, Mustamäe linnaosa, |
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| 13419 Tallinn, Harju maakond ESTONIA |
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| Email: [REDACTED] |
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| (B) | 4.9% of the total issued and outstanding common shares of NIXXY Inc, within ninety (90) calendar days of the Closing of this agreement, provided that the monthly revenue run rate generated by the assets in Schedule A shall be not less than USD 5 million per month (the “Revenue Milestone”); issued in the name of Savitr Tech OU or assignee: |
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| SAVITR TECH OU |
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| J. Sütiste tee 19a-201, Mustamäe linnaosa, |
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| 13419 Tallinn, Harju maakond ESTONIA |
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| Email: [REDACTED] |
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| Should the assets not have achieved the Revenue Milestone at the end of ninety (90) calendar days from the Closing of this Agreement, the issuance under this section shall be deferred for an additional ninety (90) calendar days until such Revenue Milestone is achieved. If the Revenue Milestone has not been achieved within one hundred eighty (180) calendar days of the closing of this Agreement, the shares issuable under this Section 2.2(ii)(B) shall be reduced proportionately to reflect the average monthly revenue run rate during the time period from the Closing of this agreement and the one hundred eightieth (180th) calendar day of the Closing of this Agreement. For example and for clarity, if the average monthly revenue is USD 2.5 million over the first six months from the Closing, the shares issuable under this Section 2.2(ii)(B) shall be 2.45% (2.5 million/5 million * 4.9%) of the total issued and outstanding common shares of Nixxy. |
| 2.3 | Acknowledgements and Agreements of the Vendor. The Vendor acknowledges and agrees as follows with respect to the sale of the Purchased Assets and the receipt of the Cash Consideration pursuant to this Agreement: |
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| (a) | Effective as at the Closing Time (i) Vendor shall be deemed to have sold, assigned and transferred the Purchased Assets to the Purchaser, and (ii) the Cash Consideration shall be paid to the Vendor as so directed. |
| 2.4 | Notwithstanding anything contained in this Agreement, Buyer does not assume and shall not be liable for any taxes under the Tax Act or any other amount whatsoever which may be or become payable by the Vendor, including, without limiting the generality of the foregoing, any taxes resulting from or arising as a consequence of the sale by the Vendor to Buyer of the Purchased Assets herein contemplated. |
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| 3. | REPRESENTATIONS AND WARRANTIES OF BUYER |
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| 3.1 | To induce the Vendor to enter into this Agreement and complete the Transaction, Buyer, with the knowledge and intent that the Vendor is relying on such representations and warranties in entering into this Agreement, hereby warrants and represents to the Vendor as follows: |
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| (a) | Buyer has all requisite corporate power and authority to own its properties and assets and carry on its business as now being conducted; |
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| (b) | Buyer has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms; |
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| (c) | the execution, delivery and performance of this Agreement and the matters contemplated herein have been duly authorized by all necessary corporate action and no other corporate proceedings are necessary to authorize this Agreement and the matters contemplated herein; |
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| (d) | the consummation of this Agreement will not conflict with nor result in any breach of any agreement or other instrument whatever to which Buyer is a party or by which Buyer is bound or to which it may be subject; |
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| (e) | no proceedings are pending for, and Buyer is unaware of any basis for, the institution of any proceedings leading to the placing of Buyer in bankruptcy or subject to any other laws governing the affairs of insolvent parties; |
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| (f) | this Agreement, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation enforceable against Buyer in accordance with its terms. |
| 3.2 | Buyer must promptly notify the Vendor, if at any time after Execution Date Buyer becomes aware that: |
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| (a) | a representation or warranty provided by Buyer in section 3.1 above has ceased to be true; or |
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| (b) | an act or event has occurred that would or might reasonably be expected to result in a representation or warranty provided by Buyer in section 3.1 above ceasing to be true if it were repeated immediately on the Closing Date, and must also provide the Vendor with details of that fact. |
| 4. | REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR |
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| 4.1 | To induce Buyer to enter into this Agreement and complete the Transaction, The Vendor hereby represents and warrants to Buyer as follows and acknowledges that Buyer is relying on such representations and warranties in connection with entering into this Agreement: |
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| (a) | this Agreement, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation enforceable against Vendor in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; |
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| (j) | there are no agreements that could restrict the sale and transfer of Purchased Assets, and no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the sale and transfer of the Purchased Assets to which Savitr Tech OU is a party; |
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| (k) | no order prohibiting the sale of the Purchased Assets by Nixxy is currently in effect and to the best knowledge, information and belief of the directors of Savitr Tech OU, no proceedings for this purpose have been instituted, are pending, contemplated or threatened; |
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| (l) | Savitr Tech OU is the legal and beneficial owner of the Purchased Assets and on Closing, the Buyer will acquire good and marketable title to such Purchased Assets free and clear of all Encumbrances; |
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| (m) | Savitr Tech OU has good and marketable title to the Purchased Assets free and clear of any actual, pending or, to the best knowledge or belief of the directors of Savitr Tech OU, threatened Encumbrances; |
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| (n) | Savitr Tech OU has not infringed or misappropriated, and the operation of the business as currently conducted does not infringe or misappropriate, any intellectual property rights of other persons or entities; |
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| (o) | Savitr Tech OU has not granted or entered into any agreement, option, understanding or commitment or any Encumbrance of or disposal of the Purchased Assets or an interest therein or any right or privilege capable of becoming an agreement or option with respect to the Purchased Assets and will not do so prior to the Closing Date; |
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| (p) | Savitr Tech OU has no guarantees, indemnities or contingent or indirect obligations with respect to the liabilities or obligations of any other person, including any obligation to service the debt of, or otherwise acquire an obligation of, another person or to supply funds to, or otherwise maintain any working capital or other balance sheet condition of, any other person that would restrict the sale and transfer of the Purchased Assets; |
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| (q) | Savitr Tech OU is not a party to any investigation, prosecution, litigation, legal proceeding, arbitration, mediation or any other form of dispute resolution, and to the best of its knowledge no such proceedings are pending or threatened and there is no circumstance or fact that is likely to give rise to any such proceedings; |
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| (r) | Savitr Tech OU does not have any specific information relating to the Purchased Assets which has not been disclosed to Buyer and which could reasonably be expected to have a Material Adverse Effect on the Transaction; and |
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| (s) | Savitr Tech OU has not filed any petition seeking or acquiescing in any reorganization, arrangement, liquidation, dissolution or similar relief under any law relating to bankruptcy or insolvency, nor has any such petition been filed against Savitr Tech OU. No general assignment of property of Savitr Tech OU has been made for the benefit of creditors, and no receiver, liquidator or trustee has been applied for or appointed for Savitr Tech OU or any of its properties, including without limitation, the Purchased Assets. |
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| 4.2 | Savitr Tech OU must promptly notify Buyer if at any time after the Execution Date Savitr Tech OU becomes aware that: |
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| (a) | a representation or warranty provided by Savitr Tech OU in section 4.1 above has ceased to be true; or |
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| (b) | an act or event has occurred that would or might reasonably be expected to result in a representation or warranty provided by Savitr Tech OU in section 4.1 above ceasing to be true if it were repeated immediately on the Closing Date, |
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| 4.3 | Savitr Tech OU hereby covenants and agrees with Buyer as follows: |
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| (a) | Savitr Tech OU agrees to provide prompt and full disclosure to Buyer of any material information, change or event in the Purchased Assets prior to Closing; |
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| (b) | Savitr Tech OU will use all reasonable efforts to satisfy each of the conditions precedent set out in this Agreement to be satisfied by it as soon as practical and in any event before the Closing Date, and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable that are commercially reasonable to permit the completion of the Transaction in accordance with the terms and conditions of this Agreement and applicable laws; and |
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| (c) | from and after the date of execution of this Agreement by Savitr Tech OU until the termination of this Agreement, Savitr Tech OU will not, without the prior written consent of Buyer or except as otherwise permitted by this Agreement: (i) offer for sale or lease all or any portion of the Purchased Assets; (ii) solicit offers to buy all or any portion of the Purchased Assets; or (iii) enter into any agreement with any party (other than Buyer) with respect to the sale, assignment, or other disposition of any of the Purchased Assets and Savitr Tech OU will promptly communicate to Buyer the substance of any inquiry or proposal concerning any such transaction. |
| 5. | CLOSING AND CLOSING DATE |
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| 5.1 | The Closing of the Transaction will occur virtually on or before 5:00 p.m. EST on the day mutually agreed to by Buyer and Savitr Tech OU (the “Closing Date”), and in any event the Closing Date will be February 20, 2025 (the “Closing Deadline”), at which time the Transaction will be completed. |
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| 5.2 | Notwithstanding the location of the Closing, each Party hereto agrees that the Closing may be completed on the Closing Date by exchange of documents between the legal counsels for the Parties. |
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| 6. | CLOSING CONDITIONS |
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| 6.1 | The obligations of Buyer to carry out the terms of this Agreement and to complete the Transaction is subject to the satisfaction of, or compliance with, at or before the Closing, each of the following conditions precedents. completion of the Closing by Buyer will be deemed to mean a waiver of all conditions to Closing set out below: |
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| (a) | this Agreement, the transaction documents and all other documents necessary or reasonably required to be executed and delivered by Savitr Tech OU in order to consummate the Transaction, all in form and substance reasonably satisfactory to Buyer, will have been executed and delivered to Buyer; |
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| (b) | the Purchased Assets will not be subject to any cease trade order and no injunction or restraining order of any governmental body of competent jurisdiction will be in effect prohibiting the Transaction and no action or proceeding will have been instituted or be pending before any court or administrative tribunal to restrain or prohibit the Transaction; |
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| (c) | no claim will have been asserted or made that any person (other than Buyer or the Vendor) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Purchased Assets, or all or any portion of the Cash Consideration; |
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| (d) | no material adverse effect will have occurred with respect to the Purchased Assets; and |
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| (e) | Buyer will have received from Savitr Tech OU and/or the Vendor the documents set out in section 7.1 below. |
| 6.2 | The conditions set forth in section 6.1 above are for the exclusive benefit of Buyer, unless satisfied or waived by Buyer in writing in whole or in part at any time on or before the Closing Deadline, this Agreement will be at an end and the Parties will be released from their obligations under this Agreement. All Parties hereto will use their best reasonable efforts to complete the conditions precedent set out in section 6.1 above. |
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| 7. | DELIVERIES ON CLOSING |
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| 7.1 | On Closing, Buyer will deliver or cause to be delivered to Vendor the following documents: |
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| (a) | A wire transfer in the amount of $300,000 USD payable to the Vendor evidencing the payment of the Cash Consideration in accordance with subsection 2.2(i) above; |
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| (b) | Securities for the amount of 4.9% of the issued and outstanding securities of NIXXY INC according to the terms of subsection 2.2(ii)(A) above. Buyer will have five (5) business days from the satisfaction of the subsection 2.2(ii)(A) to provide DRS or DWAC issued in the name of: |
SAVITR TECH OU
J. Sütiste tee 19a-201, Mustamäe linnaosa,
13419 Tallinn, Harju maakond ESTONIA
Email: [REDACTED]
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| (c) | Buyer will provide all legal opinions of tradability, corporate resolutions, directors’ resolutions and any accompanying and necessary documentation to the Buyer’s transfer agent for removal of any restrictive legend including Rule 144. Securities will have guaranteed piggyback rights of registration on the next subsequent form of securities registration for sale with the SEC either S-1, S-3 or similar filing. |
| 7.2 | On Closing, Vendor will deliver or cause to be delivered to Buyer all of the Purchased Assets. |
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| 7.3 | The Parties’ obligations at Closing are interdependent and will take place simultaneously, as nearly as possible, unless otherwise agreed by the Vendor (on its own behalf and on behalf of the Vendor) and Buyer, except that Buyer may, in its sole discretion, waive any or all of the actions that the Vendor is required to perform under this Article 7. |
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| 7.4 | If the Vendor fails to satisfy its obligations under this Article 7 in any material respect on the day and at the place and time for Closing then Buyer may give the Vendor a notice requiring the Vendor to satisfy those obligations within a period of 10 business days from the date of the notice and declaring time to be of the essence. If the Vendor fails to satisfy those obligations within those 5 business days Buyer may, without limitation to any other rights it may have, terminate this Agreement. |
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| 7.5 | If Buyer fails to satisfy its obligations under this Article 7 in any material respect on the day and at the place and time for Closing then Vendor may give Buyer a notice requiring Buyer to satisfy those obligations within a period of 5 business days from the date of the notice and declaring time to be of the essence. If Buyer fails to satisfy those obligations within those 5 business days Savitr Tech OU may, without limitation to any other rights it may have, terminate this Agreement. |
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| 8. | ADDITIONAL COVENANTS OF THE PARTIES |
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| 8.1 | Confidentiality. Each of Buyer and Savitr Tech OU (the “Receiving Party”) shall keep confidential any confidential information, trade secrets or confidential financial or business documents (collectively the “Confidential Information”) received by it from the other Party (the “Disclosing Party”) concerning the Disclosing Party or its business and shall not disclose such Confidential Information to any third party; provided that any of such Confidential Information may be disclosed to the Receiving Party’s directors, officers, employees, representatives and professional advisors who need to know such Confidential Information in connection with the transactions contemplated hereby (provided the Receiving Party shall use its best efforts to ensure that such directors, officers, employees, representatives and professional advisors keep confidential such Confidential Information) and provided further that a Receiving Party will not be liable for disclosure of Confidential Information upon occurrence of one or more of the following events: |
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| (a) | Confidential Information becoming generally known to the public other than through a breach of this Agreement; |
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| (b) | Confidential Information being lawfully obtained by the Receiving Party from a third party or parties without breach of this Agreement by the Receiving Party, as shown by documentation sufficient to establish the third party as a source of Confidential Information; |
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| (c) | Confidential Information being known to the Receiving Party prior to disclosure by the Disclosing Party or its affiliates, as shown by documentation sufficient to establish such knowledge; or |
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| (d) | the Disclosing Party having provided their prior written approval for such disclosure by the Receiving Party. |
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| Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.
In the event this Agreement is terminated in accordance with the provisions hereof, the Receiving Party shall: (i) use its best efforts to ensure that all documents prepared or obtained in the course of its investigations of the Disclosing Party or its business and all copies thereof are either destroyed or returned to the Disclosing Party so as to insure that, so far as possible, any Confidential Information obtained during and as a result of such investigations by the directors, officers, employees, representatives and professional advisors of the Receiving Party is not disseminated beyond those individuals concerned with such investigations; and (ii) not directly or indirectly, use for its own purposes, any Confidential Information, discovered or acquired by the directors, officers, employees representatives and professional advisors of the Receiving Party as a result of the Disclosing Party making available to them those documents and assets relating to the business of the Disclosing Party. | |
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| 8.2 | Notification. |
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| (a) | Between the Execution Date and the Closing, each of the Parties hereto will: (i) promptly notify the other Parties in writing if any such Party becomes aware of any fact or condition that causes or constitutes a breach of any of the representations and warranties set forth herein; and (ii) promptly notify the other Parties of the occurrence of any breach of any covenant set forth herein or of the occurrence of any event that may make the satisfaction of any condition set forth herein impossible or unlikely. |
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| (b) | No Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein, or exercise any termination right arising therefrom, unless forthwith, and in any event prior to the Closing, the Party intending to rely thereon has delivered a written notice to the other Parties specifying, in reasonable detail, all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the termination right. |
| 9. | TERMINATION |
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| 9.1 | This Agreement may be terminated at any time prior to the Closing by mutual agreement of Buyer and Savitr Tech OU. Unless otherwise agreed in writing by Buyer and Savitr Tech OU, this Agreement shall terminate without further notice or agreement in the event that: |
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| (a) | any permanent injunction or other order of a governmental body preventing the consummation of the Transaction has become final and non-appealable; or |
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| (b) | the Closing has not occurred by the Closing Deadline. |
| 9.2 | In the event of the termination of this Agreement as provided in section 9.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party hereto of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any of its respective obligations under this Agreement. Notwithstanding termination of this Agreement in accordance with this Article 9, the Parties agree that sections 8.1 and 8.2 will remain in effect for a period of one (1) year. |
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| 10. | GENERAL PROVISIONS |
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| 10.1 | Entire Agreement. This Agreement, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof. |
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| 10.2 | Announcements. None of the Parties will make any press release, public announcement or public statement about the transactions contemplated herein which has not been previously approved by Buyer and Savitr Tech OU, except that Buyer may make a press release or filing with a regulatory authority if counsel for Buyer advises that such press release or filing is necessary under applicable securities laws, provided that Buyer will provide Savitr Tech OU with the opportunity to review and provide comments prior to dissemination. |
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| 10.3 | Time of Essence. Time is and will be of the essence of each and every provision of this Agreement. |
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| 10.4 | Costs. Except as expressly provided herein, each Party will pay its own expenses in connection with the Transaction and will execute and deliver all such further documents and instruments, give all such further assurances, and do all such acts and things as the other Parties may, either before or after the Closing Date, reasonably require to carry out the full intent and meaning of this Agreement, but without payment of any consideration therefor. The cost of all regulatory filing fees will be borne by Buyer. |
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| 10.5 | Binding upon Execution by All Parties. This Agreement does not become effective and binding until it has been executed and delivered by Buyer and Savitr Tech OU. |
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| 10.6 | Further Assurances. The Parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement. |
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| 10.7 | Inurement. This Agreement will inure to the benefit of and be binding upon the Parties and each of their respective heirs, successors, liquidators, executors and administrators and permitted assigns. |
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| 10.8 | Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of Savitr Tech OU and Buyer. Any purported assignment without such consent will be void. |
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| 10.9 | Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto. |
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| 10.10 | Severability. In the event that any provision of this Agreement is held unenforceable or invalid by a court of law, this Agreement will be read as if such unenforceable or invalid provision were removed. |
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| 10.11 | Waiver. The Parties agree that: |
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| (a) | a Party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right; |
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| (b) | the failure to exercise a power or right does not preclude either its exercise in the future or the exercise of any other power or right; |
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| (c) | a waiver is not effective unless it is in writing; and |
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| (d) | waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given. |
| 10.12 | Notice. Any notice under this Agreement will be given in writing and must be delivered by hand, e-mail or by fax to the parties at: |
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| If to Vendor: |
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| SAVITR TECH OU J. Sütiste tee 19a-201, Mustamäe linnaosa, 13419 Tallinn, Harju maakond ESTONIA Email: [REDACTED] |
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| With a copy to: |
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| Andres Gomez ℅ GBG Advisors Corp 333 SE 2ND AVE SUITE 2000 MIAMI, FL 33131, USA Email: [REDACTED] |
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| Owen Naccarato c/o Naccarto & Associates 77 Eaglecreek, Irvine, CA 92618 Email: [REDACTED]
If to the Buyer:
NIXXY INC 123 Farmington Avenue, Suite 252, Bristol, CT 06010 EMAIL: [REDACTED]
With a copy to:
Scott C. Kline, Esq. Kline Law Group 15615 Alton Parkway, Suite 450 Irvine, CA 92618 Email: [REDACTED] |
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| or to such other addresses as may be given in writing by the Parties in the manner provided for in this paragraph.
If notice is sent by e-mail or facsimile transmission or is delivered, it will be deemed to have been given at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received on the 5th Business Day following the date of mailing of the notice. If there is an interruption in normal mail service due to strike, labor unrest or other cause at or prior to the time a notice is mailed, the notice will be sent by e-mail or facsimile transmission or will be delivered. |
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| 10.13 | Independent Legal Advice. Each of the Parties hereto acknowledges having obtained its own independent legal advice, and that this Agreement will be construed neither strictly for nor strictly against any party, irrespective of which party was responsible for drafting this Agreement. |
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| 10.14 | Counterparts. This Agreement and any other writing delivered in connection herewith, may be executed in any number of counterparts with the same effect as if all Parties had signed the same documents, and all such counterparts and adopting instruments will be construed together and will constitute one and the same instrument. The execution of this Agreement and any other writing by any Party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the Parties hereto or thereto. This Agreement may also be executed and delivered by any Party by sending a faxed, e-mailed or other form of electronic communication capable of producing a printed copy to each of Buyer and Savitr Tech OU, which when so delivered will be considered for all purposes to be good delivery, as if it were an original signature of that Party. |
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| 10.15 | Governing Law. This Agreement, the Transaction, and the rights, obligations and relations of the parties shall be governed by and construed in accordance with the laws of Nevada. The parties agree that the courts of Nevada shall have exclusive jurisdiction to entertain any action or other legal proceedings based on any provision of this Agreement, and each party irrevocably atoms to the jurisdiction of the courts of Nevada. |
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| 11. | Post-Closing Transition Support. The Company agrees to provide reasonable technical support, operational integration assistance, and customer transition services for a period of 90 days following the Closing Date to ensure the smooth transfer and functionality of the Purchased Assets. |
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| 12. | Intellectual Property Ownership & No Third-Party Claims. The Company represents and warrants that it has full ownership of the Purchased Assets, including all associated intellectual property, and that no third-party claims, liens, encumbrances, licenses, or agreements exist that would limit Nixxy’s full use of the assets. |
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| 13. | Performance Warranty. The Company warrants that the Purchased Assets, including all software and systems, are in working order, free from material defects, and perform as intended at the time of Closing. The Company shall not be liable for future modifications or enhancements made by Buyer. |
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| 14. | Dispute Resolution. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall first be settled through good faith negotiations between the Parties. If the dispute is not resolved within 30 days, it shall be submitted to binding arbitration in Nevada, conducted in accordance with the rules of the American Arbitration Association (AAA). The decision of the arbitrator(s) shall be final and binding on both Parties. |
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| 15. | Indemnification. The Company shall indemnify, defend, and hold harmless Nixxy, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from: |
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| (a) | Any breach of this Agreement by the Company; |
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| (b) | Any third-party claims asserting rights to the Purchased Assets; |
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| (c) | Any undisclosed encumbrances, liabilities, or obligations associated with the Purchased Assets prior to the Closing Date. |
IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the date first above written.
| Savitr Tech OU | ||
| Per: | ||
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| Name: Andres Gomez | |
| Title: Legal Counsel and POA | ||
| Nixxy, Inc. | ||
| Per: | ||
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| Name: | |
| Title: | ||
| 12 |
SCHEDULE “A”
Asset Purchase Agreement between Savitr Tech OU and
Nixxy – February 19, 2025
The Purchased Assets Consist of the following:
Purchased Assets
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| 1. | TKOS Systems (Software IP, Brand, and Totality of systems required to function) |
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| 2. | Billing systems and user and admin interfaces; |
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| 3. | Unified Communications as a Service (UCaaS) |
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| 4. | Contact Center as a Service (CCaaS) software code and LLMs; |
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| 5. | Wholesale long distance contracts to be transferred and the accompanying interconnections in identified contracts and associated and intellectual property. |
| 13 |
EXHIBIT 10.2
Termination and Settlement Agreement
This Termination and Settlement Agreement (this “Agreement”) is entered into between Yu-san “Debra” Volpone (“Employee”) and Nixxy, Inc, a Nevada corporation (the “Company”), (each a “Party”, and together the “Parties”).
RECITALS
WHEREAS:
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| A. | Employee was employed as the Company’s Chief Executive Officer; |
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| B. | On February 14, 2025, Employee resigned as the Chief Executive Officer of the Company (the “Resignation Date”); |
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| D. | On February 20, 2025, Employee resigned as a director of the Company; |
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| E. | The Parties hereto have agreed to mutually terminate the Employment Agreement; and |
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| F. | The Company and Employee have discussed the terms and conditions of Employee’s resignation and they have reached an amicable agreement regarding Employee’s separation from the Company, and the Parties wish to enter into this Agreement in order to memorialize their agreement and to further define the obligations that the Parties have to one another. |
NOW THEREFORE, and in consideration of the mutual understandings, promises, releases, and obligations contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, the Parties hereby voluntarily agree as follows:
AGREEMENT
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| (1) | Definitions. Specific terms used in this Agreement have the following meanings: (a) “Employee” includes the undersigned, and anyone who has or obtains any legal right or claims through her; (b) “Company” means Nixxy, Inc. (c) “Resignation Date” means February 14, 2025; (d) the “Effective Date” of this Agreement is the date on which Company pays Employee the consideration as contained in Section 3 of this Agreement; and (e) “Business” means collectively, (i) software and development services, and artificial intelligence used in connection with a platform-as-a-service and designed to help businesses in the telecom and/or gifting industries, (ii) offline and online ecommerce platform in the gifting industry and (iii) marketing solution services for businesses engaged in online marketing. Any terms not defined herein will have the meaning ascribed to it in Employee’s employment agreement with the Company dated January 1, 2025 (the “Employment Agreement”). |
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| (2) | Resignation. |
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(a) Employee: The Parties hereby acknowledge and agree that Employee has provided notice to the Company of her decision to resign as Chief Executive Officer of the Company and terminate any and all employment agreements with the Company, effective on the Resignation Date, and the Company has accepted such resignation. In addition, the Company shall file a Form 8-K in the form attached hereto as Exhibit A within the applicable timeframe mandated that will contain language mutually agreed to by the Parties and as required by the relevant laws and regulations for such public filings. Employee relinquishes any and all rights to employment with the Company after the Resignation Date. The one month prior written notice of provided in the Employment Agreement is waived in connection with such resignation. In addition, notices of the Employment Agreement are also waived.
(b) Directorship:The Parties hereby acknowledge and agree that Employee has provided notice to the Company of her decision to resign as a member of the Company’s board of directors as of February 20, 2025. In addition, the Company shall file a Form 8-K in the form attached hereto as Exhibit A within the applicable timeframe mandated that will contain language mutually agreed to by the Parties and as required by the relevant laws and regulations for such public filings.
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| (3) | Parties’ Consideration. As full, sufficient, and complete consideration for Employee’s promises and releases contained herein, the Company will provide, and the Employee agrees to, the following: |
(a) Employee has agreed to discount any cash consideration payable under her Employment Agreement, to an aggregate of $375,000 promptly upon execution of the Agreement, to be paid via wire transfer to such account as described on Exhibit B.
(b) Employee hereby waives and cancels any Compensation due and payable under Section 5 of the Employment Agreement as of and at the date hereof. The Company and Employee acknowledge that no additional consideration is due and payable under the Employment Agreement or otherwise as of the date hereof. Employee releases all right, title, and interest in any common or preferred stock, options, or warrants of the Company, if any, whether vested or unvested, issued or unissued. For the avoidance of doubt and for the sake of clarity, Employee shall have zero (0) shares of common stock or any rights to common stock of the Company as of the Effective Date.
| (4) | Mutual Release. |
(a) Release by Company. Company, on behalf of itself, its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates, and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby releases and forever discharges Employee, together with her heirs, executors, administrators, successors, assigns, and attorneys, representatives, assigns, and successors in interest, and all persons acting by, through, under or in concert with her, and each of them (“Employee Released Parties”), from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, whether at law or in equity, or known or unknown, which Company has, or may have had, against Employee, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Employee’s relationship with the Company.
(b) Release by Employee. Employee, on behalf of her heirs, executors, administrators, successors, assigns, and attorneys, representatives, assigns, and successors in interest, and all persons acting by, through, under or in concert with her, and each of them, hereby releases and forever discharges Company, together with its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates, and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, consultants, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under or in concert with them (“Company Released Parties”), and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, whether at law or in equity, or known or unknown, which Employee has, or may have had, against Company, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Company’s relationship with Employee.
This Agreement resolves any claim for relief that has or could have been alleged by either Party against the other, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs, and attorneys' fees related to or arising from the arising from the Company’s relationship with Employee.
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Each Party certifies that they have read the provisions of California Civil Code Section 1542 and have consulted with their respective counsel regarding that section. Each Party waives any and all rights under California Civil Code Section 1542, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
EACH PARTY AGREES AND ACKNOWLEDGES THAT THE RELEASED CLAIMS EXTEND TO AND INCLUDE UNKNOWN AND UNSUSPECTED CLAIMS.
Each Party has made an investigation of the facts pertaining to this Agreement and to the released claims as they deem necessary. Each Party is aware that they may hereafter discover facts in addition to, contrary to, or different from those they now know or believe to be true with respect to the matters set forth herein. Nevertheless, it is the intention of each Party to fully, finally, and forever settle and release all claims of any kind or nature whatsoever that were in existence as of the date of this Agreement. In furtherance of the Parties' intent, the release in this Agreement shall remain in full and complete effect notwithstanding the discovery or existence of any additional, contrary, or different facts.
| (5) | Return of Property. On the Resignation Date, and otherwise upon the request of the Company, Employee agrees to: (a) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including, but not limited to, memoranda, books, papers, plans, computer files, letters, and other data) in Employee’s possession, custody, or control (including any of the foregoing stored or located in his office, home, laptop, computer, or other electronic device, whether or not Company property) that contain Confidential Information (as defined in Section 12) or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Employee may retain only those portions of any personal notes, notebooks, or diaries that do not contain any Confidential Information; and (b) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Employee becomes aware. On the Resignation Date Employee shall also return to the Company all other Company property in his possession, custody, or control including, but not limited to, all tangible personal property (such as keys, access cards, credit cards, computers, handheld devices, cell phones, PDAs, etc.). |
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| (6) | Agreement Not to Sue. Each Party agrees to not file or accept anything of value from a lawsuit concerning any claim, issue, or matter relating to or arising out of each Party’s relationship with the other Party. Should either Party violate any aspect of this Section 6, it agrees: (a) that the lawsuit is null and void, and must be summarily withdrawn and/or dismissed; (b) to pay all costs, expenses, and damages incurred by the other Party in responding to or as a result of any lawsuit that breaches this Agreement, including, without limitation, reasonable attorneys’ fees; |
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| (7) | Mutual Non-Disparagement. Neither Party shall, at any time after the Effective Date, make statements or representations, or otherwise communicate, directly or indirectly, in any form orally or in writing, including but not limited to public statements, private communications, social media posts, online review or comments, that disparage, defame, or criticize the services, business, integrity, veracity, or personal or professional reputation of the other Party or any of its directors, officers, consultants, employees, affiliates, or agents of any of the foregoing in either a professional or personal manner, or could otherwise be expected to harm the reputation, goodwill, or business relationships of the foregoing. Employee specifically agrees not to make any statements to current or prospective investors, employees, vendors, strategic partners, board members, media representatives, or regulatory authorities that could be construed as negative or critical. Notwithstanding the foregoing, nothing in this Agreement shall preclude a party from making truthful statements that are required by applicable law, regulation or legal process. |
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| (8) | Successors and Assigns. This Agreement shall apply to Employee, and inure to the benefit of Employee, as well as to her heirs, executors, beneficiaries, administrators, and agents. This Agreement also shall apply to and inure to the benefit of all of the Company Released Parties and Employee Released Parties. This Agreement may be assigned by the Company to any successor in interest. This Agreement is personal to Employee and may not be assigned by her. |
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| (9) | Severability. The Parties explicitly acknowledge and agree that the provisions of this Agreement are both reasonable and enforceable. However, the provisions of this Agreement are severable, and the invalidity of any one or more provisions shall not affect or limit the enforceability of the remaining provisions. Should any provision be held unenforceable for any reason, then such provision shall be enforced to the maximum extent permitted by law. |
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| (10) | Applicable Law and Jurisdiction. This Agreement shall be interpreted, enforced, and governed under the laws of the State of New York, without regard to conflict of laws principles thereof. |
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| (11) | Non-Waiver. The waiver by either Party of compliance by any other Party with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement (whether or not similar), or a continuing waiver or a waiver of any subsequent breach by a Party of a provision of this Agreement. Performance by any Party of any act not required of it under the terms and conditions of this Agreement shall not constitute a waiver of the limitations on its obligations under this Agreement, and no performance shall prohibit that Party from asserting those limitations as to any further or future performance of its obligations. |
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| (12) | Confidentiality; Intellectual Property. |
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| (a) Employee acknowledges that in the course of his employment with the Company, Employee has had access to confidential information and trade secrets of the Company, and he hereby represents that he has not disclosed any such information or trade secrets except in the strict performance of his duties with the Company. In addition, the Parties acknowledge that certain confidential information to which Employee had access is protected by the attorney-Company privilege and may not be disseminated by him unless authorized in writing by a duly-authorized representative of the Company.
(b) Employee agrees that she shall not at any time (whether during or after her employment with the Company): (i) retain or use for the benefit, purposes, or account of Employee or any other person (other than the Company); or (ii) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company any non-public, proprietary or confidential information including, but not limited to, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, store site selection, new store openings, government and regulatory activities and approvals, concerning the past, current, or future business, activities, and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (the “Confidential Information”) without the prior written authorization of the CEO of the Company. The Parties agree that “Confidential Information” does not include any information that: (i) is generally known to the industry or the public other than as a result of Employee’s breach of this covenant; (ii) was made legitimately available to Employee without a confidentiality restriction by a third party without breach of any confidentiality obligation of that third party; or (iii) is required by law to be disclosed; provided, however, that Employee shall give prompt written notice to the Company, if legally permissible, of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(c) As of the Resignation Date, Employee shall cease and not thereafter commence use of any Confidential Information or intellectual property (including, but not limited to, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) used by the Company, its subsidiaries or affiliates. |
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| (13) | Full Knowledge and Understanding. By their signatures, the Parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each Party has had the benefit of counsel, or has been advised to obtain counsel, and that each Party has freely agreed to be bound by the terms and conditions of this Agreement. |
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| (14) | Complete Agreement. This Agreement sets forth the complete agreement between the Parties relating to the subjects herein. Employee acknowledges and agrees that, in executing this Agreement, Employee does not rely and has not relied upon any representations or statements not set forth herein made by the Company with regard to the subject matter, basis, or effect of this Agreement or otherwise. This Agreement supersedes all prior agreements and understandings (including, but not limited to, oral agreements) between Employee and the Company and/or its subsidiaries and affiliates regarding the terms of Employee’s service with the Company and/or its subsidiaries and affiliates. |
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| (15) | Survival. Notwithstanding anything to the contrary contained in this Agreement, Section 5(h) (Indemnification), Section 10 (Notices), Section 13 (Arbitration) and Section 14 (Governing Law) of the Employment Agreement, as well as all terms and provisions of the Confidentiality, Non-Solicitation, Non-Compete and Assignment of Inventions Agreement, attached as Exhibit 1 to the Employment Agreement, shall survive the termination of the Employment Agreement. |
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| (16) | No Admission of Liability. This Agreement represents a compromise of disputed or potentially disputed claims. Except as expressly provided in this Agreement, each party hereto denies any liability to any other party and intends this Agreement merely to avoid litigation or dispute and buy peace. Nothing contained herein shall constitute any admission as to liability of any kind. |
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| (17) | Prevailing Party Fees and Expenses. If either Party files any legal action or proceeding to enforce any provision of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, the prevailing Party shall be entitled to recover any reasonable attorneys’ fees, court costs, and all expenses, even if not taxable as court costs (including, but not limited to, all such fees, costs, and expenses incident to appeals) incurred in that action or proceeding by such Party, in addition to any other relief to which such Party may be entitled. |
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| (18) | Counterparts and Amendments. This Agreement may be executed in counterparts, including facsimile, pdf, or photocopy counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same Agreement. This Agreement may not be modified, altered, amended or waived in any manner except by written instrument duly executed by the Company and by Employee. |
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| (19) | Interpretation of Agreement. The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation, construction or enforcement of this Agreement. In addition, this Agreement shall be deemed to have been drafted jointly by the Parties, and in the event of an ambiguity in this Agreement, the same shall not be construed against any Party. |
[Signatures Follow]
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BY SIGNING THIS AGREEMENT, WHICH CONTAINS A RELEASE OF CLAIMS, EACH PARTY ACKNOWLEDGES THAT: IT HAS READ THE AGREEMENT; IT UNDERSTANDS THE AGREEMENT; ITS KNOWS THAT ITS MAY BE GIVING UP IMPORTANT RIGHTS AND POSSIBLE LEGAL AND/OR ADMINISTRATIVE CLAIMS; IT AGREES TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT; IT IS AWARE OF ITS RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND THAT THE PARTY HAS BEEN ADVISED TO DO SO AND THAT BOTH PARTIES HAD THE OPPORTUNITY TO DO SO; AND THAT EACH RESPECTIVE PARTY HAS SIGNED THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.
AGREED TO BY:
| Yu-san “Debra” Volpone |
| NIXXY, INC. |
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| Name: | Yu-san “Debra” Volpone | Name: | Miles Jennings | ||
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| Title: | CEO | |||
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EXHIBIT A
FORM OF 8-K
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EXHIBIT B
WIRE INSTRUCTIONS
(Redacted)
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EXHIBIT 99.1
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EXHIBIT 99.2
Nixxy’s Auralink AI Enters Multi-Billion Dollar Telecom and Data Sectors
| · | Enters a Fast-Growing Business Sector with a Primary $15 Billion TAM and 19% CAGRs |
| · | Expects its Disruptive Digital Telecom Software and Services Business Revenue to Accelerate in 2025 and Beyond |
| · | Company Initially Targets $5 Million Monthly Revenue Run Rate for Q2 and $10 Million Monthly Revenue Run Rate in Q3 |
NEW YORK, NY – February 21, 2025 – Nixxy (NASDAQ: NIXX) (“the Company”), today announced it is entering into the multi-billion dollar telecommunications and data sectors and has completed an asset purchase of state-of-the-art AI integration, billing, Unified Communications, and Contact Center software and systems with related intellectual property (the “Assets”).
In line with the company’s mandate to utilize technology to create efficiencies in fragmented and technology-overlooked sectors, Nixxy identified and acquired a vertically integrated telecommunications and software platform with a focus on billing systems. The jewel in the platform is the integration of AI into the switching, billing, and customer management elements of the communications and data interconnections. The company will offer these AI services under a newly planned subsidiary, Auralink AI, in Q2 of 2025.
The Company is already preparing to deploy its cutting-edge software and telecommunications assets to harness the power of Generative AI and Large Language Models (LLMs) to revolutionize voice and data services for businesses worldwide.
The Company is confident it can deploy the Assets and produce an accelerating rate of revenue growth and earnings power. In March, Nixxy intends to provide initial financial guidance to the public and analysts for the fiscal year and into 2026, which will be filed with the SEC in compliance with Regulation FD.
Concurrent with the transaction, the Board of Directors has elected Miles Jennings, former CEO and CFO of the Company, as interim CEO. Jennings stated, “We are thrilled to have acquired a strategic technology asset that can generate scalable revenue within an industry that offers potentially limitless upside. We’re actively evaluating several other acquisition targets, some of which may complement our new AI software platform for the telecom industry.”
“Our primary strategy to utilize advanced technology to transform traditional industries came to fruition in unexpected ways and, now, we are in the heart of the advanced digital technologies business,” Jennings added.
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AI-Driven Innovation for Maximum Business Impact and Earnings Power
With business communications getting smarter, faster, and more intuitive, Nixxy is now well-positioned out in front of this massive industry paradigm shift to AI. The Company believes its newly acquired AI platform will allow enterprises across telecommunications, financial services, healthcare, insurance, travel, and hospitality to harness the full potential of AI-powered voice and data services. By seamlessly integrating Unified Communications as a Service (UCaaS) and Contact Center as a Service (CCaaS), businesses globally will be equipped with the intelligence they need to drive exceptional customer experiences and maximize their ROI.
$14.21 Billion TAM: Telecom “Investing Heavily in Revenue Management Solutions”
According to analysts in this Mordor Intelligence research report, the global telecom billing revenue management market was valued at $14.21 billion in 2024, and is expected to grow at a 9.43% CAGR through 2029 to approximately $20.91 billion.
Additional analysis of the Company’s UCaaS and CCaaS addressable markets follows:
Nixxy Digital Telecom UCaaS and CCaaS Total Addressable Markets (TAM)
Grand View Research reports the global unified communication as a service market size was estimated at USD 87.39 billion in 2024 and is expected to grow at a CAGR of 19.8% from 2025 to 2030, reaching $262.6 billion. The growth of the unified communication as a service (UCaaS) market is driven by the increasing demand for efficient and integrated communication solutions among businesses. Organizations are recognizing the need for seamless collaboration tools that enhance productivity and streamline operations, especially in an era marked by remote and hybrid work models. Additionally, the rising emphasis on customer engagement and improved employee collaboration further fuels the demand for UCaaS, as businesses seek to enhance their communication infrastructure to stay competitive in a rapidly evolving marketplace.
The Company expects additional updates in the coming week.
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About NIXXY
Nixxy (NASDAQ: NIXX) is redefining industries through AI-driven transformation and next-generation digital intelligence. By acquiring and modernizing established businesses with breakthrough technology, Nixxy unlocks untapped potential, fuels innovation, and accelerates digital disruption. Our mission is clear: to revolutionize traditional markets and lead the next wave of AI-powered business evolution.
Forward-Looking Statements Disclaimer
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, including those regarding the proposed convertible notes offering described in this press release. Words such as ‘anticipates,' ‘believes,' ‘expects,' ‘intends,' ‘plans,' and ‘may,' or similar expressions, are intended to identify forward-looking statements. These statements are based on the Company's current expectations and beliefs and involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, as they involve inherent risks and uncertainties. The Company disclaims any obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Investor Contact
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