CFO — Elsa Sung: The filing primarily discloses the appointment of Elsa Sung as CFO, an internal promotion from the Board, alongside a routine director resignation and replacement.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 1, 2026, Nixxy, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s consolidated closing bid price has been below $1.00 per share for 30 consecutive business days and that, therefore, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which is the minimum bid price requirement for continued listing on…

CFO — MeiLin Yu: The immediate termination of the CFO is a significant loss of a senior executive, even with a successor identified.

Termination of a Material Definitive Agreement Termination of LOI On July 30, 2026, Nixxy, Inc. (the “Company”) terminated the binding Letter of Intent (the “Binding Letter of Intent”) with Tachyon 9 Corporation, a Delaware corporation, dated as of June 15, 2026. The Company terminated the Binding Letter of Intent to pursue other potential business opportunities. The Company did not incur any early termination penalties in connection with the termination of the Binding Letter of Intent.

CEO — Mike Schmidt: Mike Schmidt resigned as CEO and was succeeded by David Kratochvil.

Entry into a Material Definitive Agreement. Binding Letter of Intent On June 15, 2026, Nixxy, Inc. (the “Company”) entered into an amended and restated binding Letter of Intent (the "Binding Letter of Intent") with Tachyon 9 Corporation, a Delaware corporation ("Tachyon"), setting forth the principal terms and conditions of a proposed multi-step business combination transaction (the "Business Combination") between the Company and Tachyon. Pursuant to the Binding Letter of Intent, the Company…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On March 30, 2026, the Nixxy, Inc. (the “Company”) entered into share purchase agreements (the “Agreements”) with several investors for the sale of its common stock, par value $0.0001 (each a “Share”). The Company sold 1,481,481 Shares to five investors for a price per Share of $0.675 (such price agreed upon in February 2026) for a total of $1,000,000. The Company received proceeds provided by certain third parties or d…

Unregistered Sales of Equity Securities. The disclosure regarding the securities to be sold and issued under the Agreements set forth under

Change in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On April 2, 2026, the Company dismissed HTL International, LLC (“HTL”) as the Company’s independent registered public accounting firm. This decision was recommended and approved by the Audit Committee of the Company and thereafter, approved by the Board of Directors of the Company. HTL did not issue any reports on the financial statements of the Company during the period it served as t…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 20, 2026, Nixxy, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s consolidated closing bid price has been below $1.00 per share for 30 consecutive business days and that, therefore, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which is the minimum bid price requirement for continued listing on…

Entry into a Material Definitive Agreement On December 31, 2025, Nixxy, Inc. (the “Company”) entered into a Master Distribution Agreement (the “Distribution Agreement”) with CognoGroup, Inc., a Colorado corporation and majority-owned subsidiary of the Company. The Distribution Agreement provides the framework for the separation of the Company’s CognoGroup business into a standalone company. Pursuant to the Distribution Agreement, and subject to the satisfaction or waiver of specified conditio…

Director — Evan Sohn and Miles Jennings: Both directors are resigning from their positions on the board effective January 1, 2026.

Chief Financial Officer — Xuqiang (Adam) Yang: Mr. Yang's consulting agreement concluded, and he was not replaced until after his departure.

Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On September 4, 2025, Nixxy Inc. (the “Company”) entered into a Convertible Line of Credit Agreement (the “Agreement”) with Siwatex OÜ, a limited liability company incorporated in Estonia (the “Lender”), effective on September 2, 2025 (the “Effective Date”). Under the Agreement, the Lender has agreed to make available to the Company a convertible revolving line of credit in the principal amount of up to $2,000,000, that may be used to working capita…

The shares of the Company’s common stock issued, and the shares to be issued, under the Agreement were, and will be, sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The shares of common stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. Effective August 12, 2025, Nixxy, Inc. (the “Company” or “Nixxy”) entered into an Asset Purchase Agreement (the “APA”) with Everythink Innovation Limited., a private Canadian corporation (“Everythink Innovation”), pursuant to which Nixxy agreed to acquire all assets related to EDGE data center and AI software, including associated intellectual property (the “Acquisition”). Everythink Innovation specializes in EDGE data center technologies and AI sof…

Director — Mike Schmidt: Mike Schmidt was appointed as a member of the Board of Directors.

Other Events. On June 30, 2025, the Company closed its public offering of 846,667 shares of its common stock, par value $0.0001 per share, at a price of $1.50 per share. In total, the Company raised $1.27 million in gross proceeds. The offering was made pursuant to a “shelf” registration statement on Form S-3 (File No. 333-267470). The final prospectus supplement in connection with the offering was filed with the SEC on EDGAR on May 29, 2025.

Change in Registrant’s Certifying Accountant. (b) Engagement of New Independent Registered Public Accounting Firm On June 11, 2025, Nixxy, Inc. (the “Company”) engaged HTL International, LLC (“HTL”) as its new independent registered public accountant for the fiscal year ending December 31, 2025. This decision was recommended by the Audit Committee in accordance with the authority of the Audit Committee as specified in its charter. During the fiscal years ended December 31, 2024 and December 3…

Unregistered Sales of Equity Securities The disclosure required by this Item is included in

Entry into a Material Definitive Agreement. APA with NexGenAI Holding Group, Inc. On June 3, 2025 (the “Closing Date”), Nixxy, Inc. (the “Company” or “Nixxy”) entered into an Asset Purchase Agreement (the “APA”) with NexGenAI Holding Group, Inc., a Delaware corporation (“NexGenAI”), pursuant to which Nixxy agreed to acquire certain assets related to NexGenAI’s technology stack and AI systems, including associated intellectual property (the “Acquisition”). NexGenAI specializes in generative AI…

Other Events. On June 4, 2025, the Company today announced the pricing of a registered direct offering for the sale and issuance of up to 846,667 shares of the Company's common stock, par value $0.0001 per share (the “Shares”) at a price per share of $1.50 (the “Offering”). There were no placement agent fees or offering expenses payable by the Company in connection with the Offering. The Shares were offered pursuant to a "shelf" registration statement on Form S-3 (File No. 333-267470) initial…

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…