NIXXY INC

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Officer Concurrent with the Company’s purchase of the TKOS Systems described herein to focus on its telecom and artificial intelligence initiatives, and the Company’s election to no longer pursue a transaction with Just Got 2 Have It, Inc., on February 14, 2025, Yu-san “Debra” Chen Volpone resigned from her position as Chief Executive Officer of the Company, effective on that date. In addition, Ms. Volpone resigned as member of the Board of Directors of the Company, effective February 20, 2025. Ms. Volpone’s resignation was not based on any disagreement with the Company. Appointment of Interim Chief Executive Officer Effective February 18, 2025, the Company appointed Miles Jennings as the Interim Chief Executive Officer of the Company until such time as the Company completes its process of hiring a permanent replacement. Mr. Jennings is currently a member of the Company’s board of directors (the “Board”). Mr. Jennings, age 47, has served as the Company’s Chief Executive Officer, Chief Operating Officer and President since 2020 and until March 2024. Prior to that, Mr. Jennings founded the Company and served as the Chief Executive Officer of Recruiter.com, Inc. from 2015 until October 2017, and then as Chief Executive Officer of Truli Technologies, Inc. and its subsidiary, VocaWorks, Inc., from then until March 2019, when Truli Technologies merged with Recruiter.com, Inc. Mr. Jennings served as Chief Executive Officer of the merged company, Nixxy, Inc. through July 1, 2020, when he moved into the role of President and Chief Operating Officer. Mr. Jennings has worked in the recruiting and online recruiting industry since 2003 at employers including Modis, an Adecco division, and Indeed.com. He is a graduate of Trinity College in Hartford, CT with a degree in philosophy. There is no arrangement or understanding between Mr. Jennings and any other persons pursuant to which Mr. Jennings was appointed to his positions. There are no family relationships between Mr. Jennings and any of the Company’s officers or directors. Other than as described below, there are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Jennings has a material interest subject to disclosure under Item 404(a) of Regulation S-K. In connection with his appointment, the Company may provide additional compensation to Mr. Jennings in the future.

Item 7.01 Regulation FD Disclosure. On February 19, 2025, the Company issued a press release withdrawing a proposed private offering of up to $50 million aggregate principal amount of Bitcoin-based, zero-coupon convertible notes. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report. On February 21, 2025, the Company issued a press release announcing the closing of the Asset Purchase Agreement with Savitr and the appointment of Mr. Jennings as the Company’s Interim Chief Executive Officer. A copy of the Company’s press release is attached as Exhibit 99.2 to this Current Report. The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise.