8-K

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):December 23, 2025

NIXXY, INC.

(Exact name of registrant as specifiedin its charter)

1178Broadway, 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:

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. ☐

On December 23, 2025, Nixxy, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was December 23, 2025 (the “Record Date”). As of the Record Date, there were 24,875,575 shares of common stock, par value $0.0001 per share (“Common Stock”) of the Company outstanding. Each share Common Stock represents one vote that could be voted on each matter that came before the Annual Meeting.

At the Annual Meeting, 13,745,113 shares of Common Stock were represented and voted by proxy, constituting a quorum for the Annual Meeting.

At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 25, 2025. The final voting results were as follows:

Proposal 1

The Company’s stockholders elected Elsa Sung, Miles Jennings, Assish Raichura, Mike Schmidt, Lillian Mbeki and David Kratochvil as directors of the Company to serve until the next Annual Meeting of Stockholders.

Proposal 2

To ratify the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Proposal 3

To approve the Company’s 2025 Equity Incentive Plan.

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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.

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