nixx_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________:

Commission file number: 001-40563

NIXXY, INC.

(Exact name of registrant as specified in its charter)

Nevada		90-1505893
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

123 Farmington Avenue, Suite 252 Bristol, CT		06010
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number (855) 931-1500

RECRUITER.COM GROUP. INC.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

Common Stock Purchase Warrants

NIXX

NIXXW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of November 14, 2024, the number of shares of the registrant’s common stock outstanding was 13,030,661.

		Page
		number

Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47

Part II - Other Information
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	50

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

Nixxy, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2024			2023
ASSETS	(Unaudited)
Current assets:
Cash	$	2,223,969		$	1,008,408
Accounts receivable, net of allowance for doubtful accounts of $890,339 and $1,051,411, respectively		39,477			405,786
Prepaid expenses and other current assets		152,998			252,099
Investment in marketable securities		135,612			382,144
Total current assets		2,552,056			2,048,437

Property and equipment, net of accumulated depreciation of $60,130 and $38,776, respectively		14,957			36,311
Intangible assets, net		1,581,132			1,301,337
Goodwill		7,101,084			7,101,084
Total assets	$	11,249,229		$	10,487,169

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	1,260,735		$	1,696,022
Accrued expenses		784,722			770,625
Accrued compensation		118,073			154,764
Accrued interest		215,861			280,597
Deferred payroll taxes		-			2,484
Other liabilities		17,333			82,188
Loans payable - current portion, net of discount		1,198,617			5,631,633
Warrant liability		431,245			504,000
Refundable deposit on preferred stock purchase		285,000			285,000
Deferred revenue		105,417			149,848
Total current liabilities		4,417,003			9,557,161

Total liabilities		4,417,003			9,557,161

Commitments and contingencies (Note 10)

Stockholders’ Equity:
Preferred Stock, 10,000,000 authorized, $0.0001 par value		-			-
Preferred stock, Series D, $0.0001 par value; 2,000,000 shares authorized; no shares issued and outstanding as of September 30, 2024, and December 31, 2023		-			-
Preferred stock, Series E, $0.0001 par value; 775,000 shares authorized; 0 and 86,000 shares issued and outstanding as of September 30, 2024, and December 31, 2023		-			9
Preferred stock, Series F, 0.0001 par value; 200,000 shares authorized; no shares issued and outstanding as of September 30, 2024, and December 31, 2023		-			-
Common stock, $0.0001 par value; 200,000,000 shares authorized; 12,184,109 and 1,433,903 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively		1,218			143
Common Stock to be issued, 1,359,391 and 0 shares as of September 30, 2024 and December 31, 2023, respectively		136			-
Additional paid-in capital		98,353,677			77,348,939
Accumulated deficit		(91,522,805	)		(76,419,083	)
Total stockholders’ equity		6,832,226			930,008

Total liabilities and stockholders’ equity	$	11,249,229		$	10,487,169

The accompanying unaudited notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

Nixxy, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three and Nine Months ended September 30, 2024 and 2023

(Unaudited)

	Three months		Three months			Nine months		Nine months
	Ended		Ended			Ended		Ended
	September 30,		September 30,			September 30,		September 30,
	2024		2023			2024		2023
REVENUE
Revenue	$	135,886	$	183,722		$	491,544	$	3,010,870
Cost of revenue		-		251,891			3,029		2,163,354

Gross profit (loss)		135,886		(68,169	)

SEC Form 10-Q filed by Nixxy Inc.