UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 8.01. Other Events.
On January 21, 2025, Nixxy, Inc. (the “Company”) announced the commencement of a private offering, which is subject to market conditions, of its zero-coupon convertible promissory notes in an aggregate principal amount of up to $50 million (the “Convertible Notes”) to certain accredited investors (the “Purchasers”) in a transaction exempt from registration under the Securities Act of 1933, as amended. The Convertible Notes will mature on the one-year anniversary date of the date of issuance and will have a conversion price of $7.50 per share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Convertible Notes will be purchased with Bitcoin and such Bitcoin will secure the Convertible Notes. The Company also plans to grant to the Purchasers certain customary registration rights with respect to the shares of Common Stock issuable upon the conversion of the Convertible Notes.
A copy of the press release issued in connection with the foregoing is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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104 |
| Cover Page Interactive Data File (formatted as 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.
Date: January 22, 2025 |
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| Nixxy, Inc. | |
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/s/ Debra Chen Volpone | ||
| Debra Chen Volpone |
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| Chief Executive Officer |
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