Nixxy Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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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