8-K
Nixxy, Inc. (NIXX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2024
________________________
| NIXXY, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-53641 | 90-1505893 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
123 Farmington Avenue, Suite 252
Bristol, CT 06010
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(855) 931-1500
Not Applicable
(Former name or former address, if changed since last report.)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
| Title of class | Trading symbol | Name of exchange on which registered |
|---|---|---|
| Common Stock | NIXX | NASDAQ Capital Market |
| Common Stock Purchase Warrants | NIXXW | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On December 4, 2024, the Company issued a press release titled "Nixxy Withdraws Record Date for CognoGroup Spin-Off." A copy of the press release is attached as Exhibit 99.1 hereto.
The information set forth under Item 7.01 and in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing*.*
Item 8.01 Other Events.
Withdrawal of Record Date for CognoGroup Spin-off
On December 4, 2024, the Company announced that it is withdrawing the previously-announced record date of November 15, 2024 for the proposed spinoff of CognoGroup.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Press release, issued on December 4, 2024 |
| 99.2 | Cover Page Interactive Data File (formatted as Inline XBRL document) |
| 2 | |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 6, 2024 | Nixxy, Inc. | |
|---|---|---|
| By: | /s/ Granger Whitelaw | |
| Granger Whitelaw<br><br>Chief Executive Officer | ||
| 3 | ||
| --- |
nixx_ex991.htm EXHIBIT 99.1
Nixxy Withdraws Record Date for CognoGroup Spin-Off
NEW YORK, NY / ACCESSWIRE / December 4, 2024 / Nixxy, Inc. (NASDAQ:NIXX), or "the Company", today announced that it is withdrawing the previously announced record date for its planned spin-off of its subsidiary, Atlantic Energy Solutions (OTC:AESO) ("AESO"), or CognoGroup, the anticipated future name of the Company following the spinoff.
Key Details
Original Announcement
| · | Original Record Date: November 15, 2024 |
|---|---|
| · | Originally Announced Spin-Off Date: TBD |
| · | Original Distribution Ratio: TBD |
Reason for Withdrawal
The decision to withdraw the record date is based on:
| · | Ongoing strategic evaluation of the corporate structure |
|---|---|
| · | Pending additional regulatory reviews |
| · | Optimization of shareholder value |
| · | Alignment with broader strategic objectives |
Next Steps
| · | The company will provide an updated timeline in a subsequent announcement |
|---|---|
| · | Shareholders are advised to await further communication |
| · | All previously disclosed information remains subject to review |
Management Commentary
"The Company believes that the withdrawal of the record date for the CognoGroup spinoff will afford the Company with the additional time to better align with its corporate aims, allow for the orderly distribution of the CognoGroup shares and maximize shareholder value.", said Granger Whitelaw, CEO of the Company.
Additional Context
| · | The proposed spin-off of remains a strategic priority for the company |
|---|---|
| · | The company remains committed to creating shareholder value |
| · | Further details will be communicated as they become available |
About Nixxy
Nixxy (Nasdaq:NIXX) is committed to transforming traditional markets through advanced technology and data-driven insights. By acquiring cornerstone businesses in established industries and evolving their operations with innovative solutions, Nixxy aims to unlock potential growth opportunities. The Company focuses on sectors poised for digital innovation, leveraging data and technology to potentially disrupt conventional business models.
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 Company's business strategy, future operations, acquisition strategy, financial position, potential growth, spin-out transactions, and market opportunities. 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.
Third-Party Data Disclaimer
The financial information regarding the target company's gross merchandise volume, revenues, and profitability presented in this press release is based on data provided by third-party sources and the target company itself. While Nixxy has made reasonable efforts to verify the accuracy of this information, the Company cannot guarantee its completeness or reliability. This data is subject to further due diligence, and actual financial results may differ materially. Investors are advised not to place undue reliance on this information when making investment decisions. Nixxy disclaims any obligation to update or revise this information, except as required by law.
No Offer or Solicitation Disclaimer
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Risk Factors
Investors should carefully consider the risks associated with the Company's business and the spin-out transaction described herein, including but not limited to: the uncertainty surrounding the timing of the spin-out; the ability to successfully execute acquisitions and integrate acquired companies; the impact of technological changes on the Company's operations; and other risks detailed in the Company's filings with the Securities and Exchange Commission (the "SEC"), including those contained in the Company's Form 10-K/A filed with the SEC on August 14, 2024.
The waiver of participation by certain investors is based on their own strategic considerations and should not be interpreted as a reflection of CognoGroup's future performance or valuation. Remember that all investments carry risk, including the potential loss of principal. Investing in smaller or emerging companies like CognoGroup may involve heightened risks and uncertainties.
Trademarks and Intellectual Property
All trademarks, service marks, and trade names used in this press release are the property of their respective owners. No endorsement by these parties is implied.
Investor Contact Information
For further information, investors are encouraged to review Nixxy's filings with the SEC, available at www.sec.gov, or contact the Company's Investor Relations department at IR@nixxy.com.
SOURCE: Nixxy, Inc.