NIXXY, INC. 10-Q

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: June 30, 2025

☐	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.)

1178 Broadway, 3rd Floor New York, NY		10001
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number (877) 708-8868

___________________________

(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 August 13, 2025, the number of shares of the registrant’s common stock outstanding was 20,833,313.

TABLE OF CONTENTS

		Page
		number

Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	52

Part II - Other Information
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	54

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

Nixxy, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	June 30,		December 31,
	2025		2024
	(Unaudited)
ASSETS
Current assets:
Cash	$	943,421	$	2,532,990
Accounts receivable, net of allowance for doubtful accounts of $848,721 and $863,747, respectively		432,806		32,205
Prepaid expenses and other current assets		147,073		459,292
Investment in Marketable Securities		98,489		142,275
Total current assets		1,621,789		3,166,762

Property and equipment, net of accumulated depreciation of $74,608 and $66,387, respectively		479		8,700
Intangible assets, net		9,225,579		1,376,485
Goodwill		2,405,341		2,405,341
Total assets	$	13,253,188	$	6,957,288
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,585,221	$	1,141,978
Accrued expenses		774,243		771,399
Accrued compensation		109,711		122,995
Accrued interest		327,504		253,711
Stock consideration payable		1,500,000		–
Other liabilities		17,333		17,333
Loans payable - current portion, net of discount		1,198,617		1,198,617
Refundable deposit on preferred stock purchase		285,000		285,000
Derivative liability		130,741		–
Warrant liability		497,494		490,541
Contract liability		95,533		95,396
Total current liabilities		6,521,397		4,376,970

Total liabilities		6,521,397		4,376,970
Commitments and contingencies (Note 9)		–		–
Stockholders’ Equity
Preferred stock, Series D, $0.0001 par value; 2,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively		–		–
Preferred stock, Series E, $0.0001 par value; 775,000 shares authorized; 0 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively		–		–
Preferred stock, Series F, $0.0001 par value; 200,000 shares authorized; 0 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively		–		–
Common stock, $0.0001 par value; 200,000,000 shares authorized; 20,719,983 and 15,086,476 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively		2,074		1,509
Common Stock to be issued, 1,327,551 and 506,625 shares as of June 30, 2025, and December 31, 2024, respectively		132		49
Additional paid-in capital		114,295,237		101,591,471
Accumulated deficit		(

SEC Form 10-Q filed by Nixxy Inc.