8-K - NIXX - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):June 2, 2025

NIXXY,

INC.

(Exact name of registrant as specified in its charter)

Nevada<br><br> <br>(State or other jurisdiction<br><br> of incorporation)	001-53641<br><br> <br>(Commission<br><br> File Number)	90-1505893<br><br> <br>(IRS Employer<br><br> Identification No.)

1178 Broadway, 3rd Floor

NewYork, NY 10001

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (877) 708-8868

Not Applicable

(Former name or former address, if changed since last report)

______________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of class	Trading symbol	Name of exchange on which registered
Common Stock	NIXX	NASDAQ Capital Market
Common Stock Purchase Warrants	NIXXW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 4.01	Change in Registrant’s Certifying Accountant.

Resignation of Independent Registered Public Accounting Firm

By letter dated June 2, 2025, Salberg & Company P.A. (“Salberg”) notified the Audit Committee of the Board of Directors of Nixxy, Inc. (the “Company”) of its resignation as the Company’s independent registered public accounting firm.

Salberg’s audit report on the consolidated financial statements of the Company for the years ended December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principle except for the inclusion of an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern.

During the most recent fiscal years ended December 31, 2024 and through the subsequent interim period up to and including the date of Salberg’s resignation:

(i)	There were no disagreements between the Company and Salberg on any matter of accounting principles or practices, financial statement<br>disclosure, or auditing scope or procedures, which disagreements, if not resolved to Salberg’s satisfaction, would have caused Salberg<br>to make reference in connection with its opinion to the subject matter of the disagreement, and
(ii)	There were no “reportable events,” as that is described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Salberg with a copy of the foregoing disclosures it is making in this Current Report on Form 8-K prior to its filing and requested, in accordance with applicable practices, that Salberg furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
16.1	Letter from Salberg & Company P.A. dated June 6, 2025
104	Cover Page Interactive Data File<br>(embedded within the Inline XBRL document)

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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.

Dated: June 6, 2025	Nixxy, Inc.<br><br> <br><br><br> <br>By: /s/<br> Mike Schmidt<br><br> <br>Mike Schmidt<br><br> <br>Chief Executive Officer

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Exhibit 16.1

June 6, 2025

Office of the Chief Accountant

U. S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Nixxy, Inc.

Ladies and Gentlemen:

We were previously the independent registered public accounting firm for Nixxy, Inc. and under the date of March 31, 2025, we reported on the consolidated financial statements of Nixxy, Inc. and Subsidiaries, as of December 31, 2024 and 2023, and for each of the two years in the period ended December 31, 2024.

Effective June 2, 2025 we resigned as the independent registered public accounting firm. We have read Nixxy, Inc.’s disclosures included in Item 4.01 “Changes in Registrant’s Certifying Accountant” on Nixxy Inc’s Form 8-K dated June 2, 2025 be filed with the Securities and Exchange Commission and we agree with such statements as they pertain to Salberg & Company, P.A. We have no basis to agree or disagree with other statements of the registrant contained therein.

Very truly yours,

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.