Nixxy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. 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 software development, with a focus on AI integration, wholesale long distance interconnections and sales.
As consideration for the Acquisition, Nixxy agreed to pay Everythink Innovation $3,650,000, consisting of (a) 2,000,000 restricted common stock of Nixxy, at a price share of $1.75; and (b) $150,000, payable upon the sooner of (1) when Company has in excess of $1,300,000 of cash in its bank account and (2) the closing of any financing within 90 days of execution of this contract that increases the cash position to $1,300,000.
The APA includes customary representations, warranties and covenants of the Company and Everythink Innovation. The APA also contains post-closing indemnification provisions pursuant to which Everythink Innovation has agreed to indemnify the Company against losses resulting from certain events, including breaches of representations and warranties, covenants and certain other matters.
The foregoing is a summary of the material terms of the APA and does not purport to be a complete statement of the rights, obligations, or provisions contained therein. This summary is qualified in its entirety by reference to the full text of the APA, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 10.1 | Asset Purchase Agreement dated August 12, 2025 by and between Nixxy, Inc. and Everythink Innovation Limited. | |
| 104 | Cover Page Interactive Data File (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.
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Date: August 18, 2025 |
Nixxy, Inc. | |
| By: | /s/ Mike Schmidt | |
Mike Schmidt Chief Executive Officer | ||
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