UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On June 4, 2025, Nixxy, Inc. (the “Company”) issued a press release announcing the Offering (as defined below) and other items related to its business. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference herein.
Item 8.01 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) initially filed with the Securities and Exchange Commission (the "SEC") on September 16, 2022, and declared effective by the SEC on September 30, 2022, including a prospectus supplement related to the offering, filed on May 29, 2025.
A copy of the opinion relating to the validity of the Shares is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |
5.1 | Opinion of Pearl Cohen Zedek Latzer Baratz LLP | |
23.1 | Consent of Pearl Cohen Zedek Latzer Baratz LLP (included in Exhibit 5.1) | |
99.1 | Press release, issued on June 4, 2025 | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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.
By: /s/ Mike Schmidt Mike Schmidt Chief Executive Officer
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Exhibit 5.1
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Pearl Cohen Zedek Latzer Baratz LLP |
June 6, 2025
Nixxy, Inc.
1178 Broadway, 3rd Floor
New York, NY 10001
RE: | Registration Statement on Form S-3 (333-267470) |
Ladies and Gentlemen:
We have acted as counsel to you, Nixxy, Inc., a Nevada corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (File No. 333-267470) (the “Registration Statement”), and declared effective by the Commission on September 30, 2022 and the related prospectus therein dated September 30, 2022 (the “Base Prospectus”) and the prospectus supplement dated May 29, 2025 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the offering by the Company of 846,667 shares of common stock, par value $0.0001 per share (the “Shares”). This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Commission.
In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Articles of Incorporation of the Company, as amended to date, (b) Bylaws of the Company, as amended to date, and (c) the Registration Statement, the Prospectus, and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable.
Our opinion is limited to the federal laws of the United States and Chapter 78 of the Nevada Revised Statutes, and subject to the limitations and qualifications set forth herein, and assumes that for purposes of the opinion that Nevada law is the same as New York law. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
Our opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, or the agreements and instruments addressed herein, or in the Registration Statement and Prospectus. This opinion is based upon currently existing statutes, regulations, rules and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus.
We consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on June 6, 2025 which is incorporated by reference in the Prospectus. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.
[Opinion Continues on Next Page]
Boston • New York • San Francisco
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Pearl Cohen Zedek Latzer Baratz LLP |
This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.
Very truly yours,
Pearl Cohen Zedek Latzer Baratz LLP
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Exhibit 99.1
Nixxy, Inc. Announces Acquisition of Leadnova.ai Platform Assets from NexGenAI and Reports $5.2 Million in May Revenue
New York, NY – June 4, 2025 – Nixxy, Inc. (NASDAQ: NIXX) (“Nixxy” or the “Company”), an AI-powered data and communications infrastructure company, today announced the successful acquisition of the Leadnova.ai platform assets from the NexGenAI suite of companies. Nixxy also reported that it generated approximately $5.2 million in unaudited gross revenue for the month of May 2025 up from approximately $1.4 million in April 2025.
Leadnova.ai Platform Asset Acquisition
Leadnova.ai is a SaaS-based solution designed to support business development through data delivery, sales enablement, outreach automation, and engagement analytics. As part of the asset acquisition, Nixxy will take ownership of the Leadnova.ai domain, front-end and back-end software, automation engines, structured data repositories, and API infrastructure.
The integration of Leadnova.ai into Nixxy’s AuralinkAI platform is expected to accelerate Nixxy’s AI-enhanced telecom strategy and enable more intelligent, performance-driven enterprise communication services.
“Our strategy is focused on combining infrastructure with automation and AI,” said Mike Schmidt, CEO of Nixxy. “Leadnova.ai adds powerful capabilities that align perfectly with our vision to deliver smarter, higher-margin communications services at scale.”
May Revenue Performance and Telecom Growth Trajectory
Nixxy generated gross revenues (unaudited) of approximately $5.2 million in May 2025, representing continued traction in its growth and expansion strategy. With additional customer agreements and infrastructure now coming online, Nixxy continues to target a $10 million monthly revenue run rate by August 2025, contingent on continued execution and successful onboarding of new partners.
“We’re pleased with the early momentum and the diversity of revenue sources starting to emerge,” added Schmidt. “We expect ongoing growth across voice, messaging, and enterprise automation as we scale our network and integrate our AI capabilities.”
Further updates will be provided as Nixxy progresses through key execution milestones.
Nixxy Announces Registered Direct Offering
Nixxy 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 to a small group of accredited investors at a price per share of $1.50.
The shares of common stock in the registered direct offering (but excluding the securities issued in the planned private placement) were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-267470) initially filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2022, and declared effective by the SEC on September 30, 2022. The offering of the common stock in the registered direct offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering was filed with the SEC on May 29, 2025 and is available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting the Company at 1178 Broadway, 3rd Floor, New York, NY 10001, or by telephone at (877) 708-8878.
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About Nixxy, Inc.
Nixxy, Inc. (NASDAQ: NIXX) is a next-generation communications and infrastructure company transforming the telecom landscape through AI-powered platforms, intelligent routing, and enterprise-grade messaging solutions. Anchored by its AuralinkAI platform, Nixxy integrates advanced automation, data analytics, and scalable infrastructure to deliver high-performance voice and messaging services globally. With a focus on operational efficiency, strategic acquisitions, and platform scalability, Nixxy is building a robust telecom network optimized for volume, intelligence, and margin. Nixxy’s hybrid approach, combining infrastructure ownership with AI-enhanced service delivery, differentiates it in modern telecom innovation, serving both wholesale and enterprise clients.
Filings and press releases can be found at http://www.nixxy.com/investor-relations.
Contact Information
Investor Contact: Nixxy, Inc.
Investor Relations Email: IR@nixxy.com
Phone: (877) 708-8868
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. 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.
Preliminary Financial Information and Revenue Estimates
Any references in this press release to billing activity, platform usage, or forecasted revenues are unaudited, provisional, and derived solely from internal system data, telemetry, and operational logs. These figures do not constitute earned, invoiced, or collectible revenue and may not result in future cash flow. They are operational estimates provided solely for contextual and informational purposes.
The Company makes no representation that such activity will result in recognized revenue under GAAP or any applicable accounting standards. These internal models are based on usage metrics and port-level system outputs and, though supported by finalized contracts, invoicing, or payment, may not be recognized. As such, no assurance can be given that any portion of this activity will be billable, collected, or otherwise monetized. Investors should rely exclusively on the Company's audited financial statements and public filings with the SEC when evaluating its financial performance or making investment decisions.
No Offer or Solicitation Disclaimer
This communication is for informational purposes only and 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, including those risk factors contained in the Company's Form 10-K for the year ended December 31, 2024.
SOURCE: Nixxy, Inc.
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