EXHIBIT 99.1

Nixxy Issues Shareholder Update For Strategic Focus And Acquisition Progress

Thursday, 17 October 2024 06:00 AM

NEW YORK, NY / ACCESSWIRE / October 17, 2024 / Nixxy (NASDAQ:NIXX), the "Company," today provided an update on its strategy to acquire businesses in traditional markets and enhance their operations with state-of-the-art technology and data analytics.

Strategic Acquisition Approach

Nixxy's strategy includes acquiring established standalone businesses with stable operations and profitability. The company's focus remains on industries poised for digital transformation, which are ripe for digital transformation but have not yet experienced substantial technological disruption.

Operational Transformation: Nixxy aims to integrate advanced technology and data-driven insights into the operations of acquired businesses. The Company is currently in advanced discussions with seven acquisition targets that align with our criteria and anticipates making a key announcement in the near future, subject to final agreements.

Building a Strong Leadership Team

Nixxy is building a leadership team with experience in capital markets, mergers, acquisitions, and operational management. Nixxy plans to announce key appointments in the coming weeks.

Upcoming Website Enhancements and Investor Communication

Nixxy is updating its corporate website to reflect its strategic direction. The updated site will provide shareholders and stakeholders with insights into the company's strategy and focus areas. Filings and press releases can be found at http://www.nixxy.com/investor-relations.

About Nixxy

Nixxy (NASDAQ:NIXX) is committed to transforming traditional markets through cutting-edge technology and data-driven insights. By acquiring cornerstone businesses in established industries and evolving their operations with innovation, Nixxy unlocks new potential and creates opportunities for transformative growth. The company focuses on sectors poised for digital innovation, leveraging data and technology to disrupt conventional business models and drive progress.

Contact Information

Investor Relations

Nixxy

[email protected]

https://www.nixxy.com

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 'will,' 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, which are inherently subject to 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.

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 (SEC).

Trademarks and Intellectual Property

All trademarks, service marks, and trade names used in this press release are the property of their respective owners.

Investor Contact Information

For further information, investors are encouraged to review Nixxy's filings with the Securities and Exchange Commission (SEC), available at www.sec.gov, or contact the Company's Investor Relations department at [email protected].

SOURCE: Nixxy, Inc.

EXHIBIT 99.2

Nixxy Signs Letter Of Intent to Acquire Privately Held Company in the Wholesale Gifts Business

Thursday, 17 October 2024 09:00 AM

NEW YORK, NY / ACCESSWIRE / October 17, 2024 / Nixxy (NASDAQ:NIXX), the "Company," today announced that it signed a letter of intent to acquire a privately held wholesale gifts business as part of its ongoing strategy to utilize data to disrupt specific old-line industry sectors. Further details about the acquisition target are expected to be released as due diligence is completed, anticipated within the next seven days, but subject to timing adjustments.

Strategic Acquisition Approach

Nixxy's strategy includes acquiring established standalone businesses with stable operations and profitability. The company's focus remains on industries poised for digital transformation, which are ripe for digital transformation but have not yet experienced substantial technological disruption.

Operational Transformation: Nixxy is focused on integrating advanced technology and data-driven insights into the operations of acquired businesses. The Company is currently in advanced discussions with seven separate acquisition targets that fit the aforementioned criteria and anticipates additional announcements in the near future, subject to the finalization of agreements.

Building a Strong Leadership Team

Nixxy is building a leadership team with experience in capital markets, mergers, acquisitions, and operational management. Nixxy plans to announce key appointments in the coming weeks.

Upcoming Website Enhancements and Investor Communication

Nixxy is updating its corporate website to reflect its strategic direction. The updated site will provide shareholders and stakeholders with insights into the company's strategy and focus areas. Filings and press releases can be found at http://www.nixxy.com/investor-relations.

About Nixxy

Nixxy (NASDAQ:NIXX) is committed to transforming traditional markets through cutting-edge technology and data-driven insights. By acquiring cornerstone businesses in established industries and evolving their operations with innovation, Nixxy unlocks new potential and creates opportunities for transformative growth. The company focuses on sectors poised for digital innovation, leveraging data and technology to disrupt conventional business models and drive progress.

Contact Information

Investor Relations

Nixxy

[email protected]

https://www.nixxy.com

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 'will,' 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 should not 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 (SEC).

Trademarks and Intellectual Property

All trademarks, service marks, and trade names used in this press release are the property of their respective owners.

Investor Contact Information

For further information, investors are encouraged to review Nixxy's filings with the Securities and Exchange Commission (SEC), available at www.sec.gov, or contact the Company's Investor Relations department at [email protected].

SOURCE: Nixxy, Inc.

EXHIBIT 99.3

Nixxy Announces CognoGroup Spin-Off Plans

Friday, 18 October 2024 07:35 AM

CognoGroup Spin-Off Update

CognoGroup will focus on AI-driven projects aimed at enhancing human potential. Its core areas of focus include Work, Personal Growth, Wellness, Finance, and Creativity, sectors where AI and intelligent technologies can make meaningful advancements in people's lives.

After the planned spin-out, CognoGroup’s portfolio will include several AI-driven ventures designed to empower individuals and industries. These businesses include CandidatePitch, an automated talent marketing tool; Mediabistro, a media industry job board; AI Exchange, a community with over one million members focused on AI discussions; and PrimeGPU, an early-stage venture currently in stealth mode.

As these businesses are still in development, they carry the inherent risks of early-stage ventures, which investors should carefully consider. While CognoGroup is committed to driving innovation and growth, these ventures face uncertainties typical of emerging companies, and potential investors are encouraged to evaluate the associated risks thoroughly before making any investment decisions.

The spin-out is proceeding following a unanimous vote by Nixxy’s Board of Directors. Investors representing approximately 75% of Nixxy’s outstanding shares have verbally waived participation in the distribution of the spin-out shares. This exclusion benefits other shareholders by preserving equity allocation.

The record date for shareholders eligible to receive CognoGroup shares is tentatively set for October 28, 2024. This date is not yet finalized, and shareholders should await official confirmation. Additional details will be provided as they become available. The anticipated share distribution date is estimated to be approximately January 15, 2025, contingent on registrations, regulatory approvals, and other conditions. It is important to note that shares sold short prior to the record date will require the short seller to deliver the distributed spin-off shares to the buyer of the shorted shares.

About Nixxy

Nixxy (NASDAQ:NIXX) is committed to transforming traditional markets through innovative technology and data-driven insights. We acquire cornerstone businesses in established industries, evolving their operations to unlock new potential. Nixxy focuses on sectors ready for digital transformation, using data and technology to drive sustainable growth and redefine conventional business models.

Contact Information

Investor Relations

Nixxy

[email protected]

https://www.nixxy.com

Forward-Looking Statements Disclaimer

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including those regarding Nixxy’s business strategy, future operations, acquisitions, financial position, growth prospects, and the CognoGroup spin-out, are based on current expectations and beliefs. However, they involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Words such as "anticipates," "believes," "expects," "intends," "plans," "will," and similar expressions are used to identify forward-looking statements. These risks and uncertainties include, but are not limited to, changes in regulatory conditions, market volatility, and the Company's ability to execute its business strategy. Nixxy undertakes no obligation to update or revise forward-looking statements, except as required by law.

Any statements regarding potential shareholder value are forward-looking and do not constitute a guarantee of financial gain. Future performance is subject to market conditions and other variables.

The record date and distribution date mentioned are subject to change based on regulatory requirements, unforeseen circumstances, or market conditions.

No Offer or Solicitation Disclaimer

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor does it constitute a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended.

Risk Factors

Investors should carefully consider the risks associated with Nixxy's business and the spin-out transaction. Investing in Atlantic Energy Solutions, soon to be renamed CognoGroup (OTC: AESO), carries significant risks. As a company undergoing strategic changes with a limited operating history, CognoGroup’s financial outlook and operations are subject to substantial uncertainty. Additionally, OTC-listed securities often have less liquidity, higher volatility, and fewer publicly available details compared to exchanges like the NYSE or NASDAQ. This may increase the risk profile for potential investors.

It is essential to understand that the information provided is not an endorsement or recommendation for investment. Investors are strongly urged to conduct thorough due diligence, review all disclosures and filings available on the OTC Markets website, and consult with a qualified financial or legal advisor to assess whether investing in CognoGroup aligns with their financial goals and risk tolerance.

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 mentioned are the property of their respective owners.

Investor Contact Information

For more information, please refer to Nixxy’s filings with the SEC, available at

SOURCE: Nixxy, Inc.

EXHIBIT 99.4

RECRUITER.COM GROUP, INC.

CONFIDENTIAL LETTER OF INTENT

August 8, 2024

Just Got 2 Have It, Inc.

40 John Portman Blvd NE

Atlanta, GA 30303

Attention: Michelle Ruby

Re:  Business Combination Transaction

Dear Ms. Ruby:

This Letter of Intent (the “LOI”) sets forth our intentions with respect to the principal terms and conditions of a proposed transaction (the “Transaction”, as defined in Section 1) between:

(a) Recruiter.com Group, Inc., a corporation organized under the laws of the State of Nevada (“Recruiter”),

(b) Just Got 2 Have It, Inc., a corporation organized under the laws of the State of Florida (“JG Inc”), Just Got 2 Have It! – NE, LLC, a Florida limited liability company (“JG NE”), and Just Got 2 Have It! – West, LLC, a Nevada limited liability company (“JG West”) (JG Inc, JG NE, and JG West, collectively “JG”), and

(c) the equity holders of JustGot2HaveIt, Inc. and the other JG entities, including a yet to be formed holding company for JG (the “JG Holders”).

Recruiter, JG, and the JG Holders are collectively referred to as the “Parties” and individually as a “Party.” 

Although this LOI reflects the Parties’ mutual understanding of the matters described herein, each of the Parties acknowledges and agrees that the terms contained herein (other than the Binding Provisions, as defined below) are not binding on the Parties, are subject to change based upon further negotiations and due diligence results and are not intended to create rights in favor of the Parties with respect to the Transaction.  It is agreed and understood that the terms set forth herein are not intended to create or constitute a legally binding agreement of any sort between the Parties, and that until definitive agreements and other related documents are prepared, authorized, executed, and delivered by the Parties, neither party to this letter shall have any liability to any other party based upon, arising from, or relating to, the terms set forth herein.

Notwithstanding the foregoing, the obligations pursuant to Sections 2, 5 through 11, and 13 through 17 of this LOI (collectively, the “Binding Provisions”) are intended to be binding and enforceable obligations of the Parties.

1. Transaction Terms. On the terms and subject to the terms of below, and the conditions to be set forth in the Share Purchase Agreement (as defined in Section 3 hereof):

(a) Transaction Structure. At the closing of the Transaction (the "Closing"), subject to the satisfaction of all conditions precedent contained in the Stock Purchase Agreement, Recruiter will purchase all of the outstanding equity interests, shares, warrants, options and convertible securities of JG, free and clear of any liens, charges, restrictions or encumbrances thereon (collectively, the "Shares") from the JG Holders. Recruiter may assign some or all of its rights hereunder prior to the Closing to one or more of its subsidiaries. After further review, at Recruiter's election and subject to the review of the commercial terms in Section 1(b), the Transaction may be modified so that Recruiter acquires the Shares through a merger between Recruiter or one of its subsidiaries and JG (the "Merger”); or instead of a stock purchase, the Transaction may be also be completely revised to be structured as a purchase of JG’s assets, including all rights, title and interest in, to and under the business, properties, assets, goodwill and rights of JG of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased, used or licensed by JG and used in the operation of JG as of the Closing Date. The optimal acquisition structure will be evaluated by Recruiter and JG after information regarding JG’s legal structure, tax position and additional materials have been evaluated during due diligence.

Subject to the above, the current structure is expected to take the form whereby JG Acquisition Corp., a yet-to-be-formed wholly-owned subsidiary of Recruiter under the laws of the State of Nevada (“Acquisition”), shall merge with and into a newly formed holding company (“JG Holdco”) that is the parent of JG so that:

(b) Purchase Price. One hundred percent (100%) of the JG equity held by the JG Holders shall be converted into or exchanged for:

(these elements and outcomes being collectively, the “Transaction”).

Following the closing of the Transaction, JG shall become a subsidiary of Recruiter.

(c) The Closing Shares and Recruiter Common Stock issuable under the Stock Options (the “Stock Option Shares”) (the Closing Shares and the Stock Option Shares, collectively, the “Consideration Shares”) will be subject to resale restrictions that will be mutually agreed upon.

(d) The Parties acknowledge and agree that the commercial terms described in Section 1(b) above are non-binding and indicative only, and that they will engage in good faith discussions and negotiations to mutually agree on the final commercial terms to be included in the Share Purchase Agreement.

(e) The Parties will use their best efforts so that the Transaction qualifies as a reorganization and tax-free exchange under Section 368(b) and/or Section 351 of the Internal Revenue Code of 1986, as amended.

2. Exclusivity.

(a) JG covenants and agrees that during the period from the date of acceptance by JG of the terms of this LOI until the earlier of (i) the date on which this LOI is terminated without the Parties having entered into a Share Purchase Agreement and (ii) December 31, 2024 (the “Exclusivity Period”) it shall not engage, or make any agreement or arrangement, with any other party (whether on a solicited or unsolicited basis) in relation to any potential agreement, arrangement or transaction which is directly or indirectly comparable to the Transaction, or would prevent or impede or otherwise negatively impact the ability of the Parties to proceed with and consummate the Transaction on the terms contemplated in this LOI.

3. Definitive Share Purchase Agreement.

(a) The Transaction shall be subject to and conditioned upon the negotiation, execution and delivery of a definitive Share Purchase Agreement (the “SPA”) between Recruiter, JG and the JG Holders, subject to and containing the basic terms and conditions set forth herein, together with such other representations, warranties, covenants, terms, indemnities, and conditions as would be usual and customary for a transaction of such nature and which are mutually agreeable to the Parties, including, without limitation, the making of all necessary filings and the obtaining of all necessary approvals or consents from third parties required to consummate the proposed Transaction.

(b) The Closing shall be subject to the satisfaction of the conditions set forth in Section 9 hereof and elsewhere herein.

4. Closing Date. As soon as reasonably practicable after the execution of this LOI, the Parties will collaborate to mutually agree on a detailed target timeline for all steps and tasks required to execute the Share Purchase Agreement and complete the Closing. The target dates referred to in this LOI are indicative, and are subject to the agreement of the detailed target timeline.

The Closing will occur no later than three business days after the satisfaction of all conditions to Closing stated in the Share Purchase Agreements but not later than December 31, 2024, unless otherwise mutually agreed in writing. The date on which the Closing occurs is referred to in this LOI as the “Closing Date.”

5. Termination. This LOI may be terminated by either Party without any liability to the other party if the Share Purchase Agreement has not been negotiated, executed, and delivered on or before November 30, 2024. Notwithstanding the foregoing, upon such termination, the exclusivity detailed in Section 2 herein shall be null and void. Once executed, the Share Purchase Agreement shall supersede this LOI in its entirety, except to the extent otherwise provided in the Share Purchase Agreement.

6. Access to Records. For so long as negotiations with respect to the proposed Transaction are pending and have not been terminated by either Party, and subject to Section 7, each Party shall have reasonable access to the other Party’s books and records for purposes of evaluating the other Party’s assets, liabilities, financial condition, prospects, and the validity of the representations and warranties made by the other Party and their respective shareholders in the Share Purchase Agreement.

7. Confidentiality. Subject to this Section 7, each Party will keep confidential:

(i) the existence and terms of this LOI, any drafts of the Share Purchase Agreement and any other documents and correspondence created or exchanged in relation thereto; and

(ii) all information and materials regarding the other Parties provided to it for purposes of this LOI and the Share Purpose Agreement (as applicable), all of which shall be pursuant to Section 7.

(“Confidential Information”).

Each Party covenants and agrees that it shall not directly or indirectly, in whole or in part, disclose any Confidential Information to any third parties, except in the following circumstances:

(a) each Party shall be entitled to disclose Confidential Information to its group members, and its and their respective officers, employees, shareholders, professional advisers, financiers, agents, delegates or contractors on a “need to know” basis strictly for the purposes of this LOI and the furtherance of the Transaction, but for no other purpose;

(b) each Party shall be entitled to disclose Confidential Information to any other third party with the express prior written approval of the other Party, provided that it is only disclosed in accordance with the scope and terms of that approval; and

(c) each Party shall ensure that any party to which it discloses any Confidential Information in accordance with paragraph (a) or (b) above is under obligations of confidentiality equivalent to those set out in this LOI.

The provisions of this Section 7 shall not apply to the disclosure of Confidential Information (i) as may be required by law, (ii) in connection with litigation or other legal proceeding against a party, (iii) by judicial or other compulsory process, including, without being limited to, any court order, (iv) as may be required by any federal and/or state regulatory agency, or (v) as may be required in connection with its obligations under federal securities laws and pursuant to the Securities and Exchange Commission or listing requirements. The Parties agree that no public disclosure will be made by either Party of the existence of the proposed Transaction or the contents of this LOI or any of its terms without first advising the other Party and obtaining its prior written consent to the proposed disclosure, unless such disclosure is required by law, regulation, or stock exchange rule.

8. Certain Covenants. The Parties shall cooperate in good faith to:

(a) arrive at the most advantageous tax structure of the Transaction for Recruiter, JG, and the JG Holders as will be provided for in the Share Purchase Agreement, if any;

(b) negotiate and agree on any appropriate lock-up terms (if any) for the shares of Recruiter to be held by new JG Holders after Closing; and

9. Conditions. The Share Purchase Agreement will contain provisions to the effect that the Closing will be subject to the following conditions:

(a) Conditions to be satisfied in order for Recruiter to proceed to Closing:

(b) Conditions to be satisfied in order for JG to proceed to Closing:

10. Expenses. Each Party will bear its own costs, fees and expenses in connection with the preparation, review, negotiation and implementation of this LOI, the Share Purchase Agreement, and Closing unless otherwise agreed between the Parties in writing.

11. No Public Announcement. This letter and the Transaction contemplated in this LOI shall not be the subject of a press release or other public announcement unless and until the consent and timing of the same shall be approved by Recruiter and JG, in writing, or as otherwise required by law; and such consent may not be unreasonably withheld by either Party.

12. Management and Board.

13. Counterparts. This LOI may be executed in one or more counterparts, whether electronically or by hand, each of which executed counterparts shall be deemed to be an original, and together shall be considered as one and the same document. This LOI shall come into force and effect when signed by or on behalf of both Recruiter and JG.

14. Choice of Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Nevada.

15. Business Conduct. Each Party agrees to conduct its business following the ordinary, usual, and regular course of business previously undertaken. Thus, there may be no material adverse changes in either Party's business from the date hereof through the Closing of this Transaction. During the period from signing the LOI and the signing of SPA and other definitive agreements, and subject to the terms of the exclusivity period as set out in Section 2, JG agrees not to:

(a) Offer for sale, assign, pledge, distribute, or enter any contract for the sale of or otherwise dispose of the shares or units of the JG without the express written consent of the Parties;

(b) Issue or cause to be issued additional units, shares or options or warrants to purchase shares of JG to any persons or Parties;

(c) Offer for sale, sell, assign, pledge, distribute or enter into any contract for the sale of or otherwise dispose of all or substantially all of a material portion of the assets of JG;

(d) Assume or incur a significant amount of liabilities or take any other actions outside the ordinary course of its business;

16. Supersedes Prior Agreement. This Agreement supersedes any prior agreement between the Parties.

17. Acceptance. If this LOI accurately sets forth both Parties’ understanding of the proposed transaction with respect to the matters discussed above, please so indicate by executing a copy of this LOI below and returning the executed copy to the undersigned. If we have not received an executed counterpart of this LOI on or before August 31, 2024 at 5:00 PM EST, this LOI shall terminate automatically and be of no further force and effect.

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