☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents 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 For the transition period from _________ to _________ Commission file number: 001-40563 NIXXY, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporat ...

Part I [Financial Information](index=4&type=section&id=Part%20I%20-%20Financial%20Information) This section presents the company's condensed consolidated financial statements, management's discussion and analysis, and disclosures on market risk and controls [Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The company's financial statements for Q1 2025 reflect a strategic pivot, with total assets increasing to **$11.8 million** driven by acquisitions, a sharp decrease in cash to **$0.3 million**, and revenue surging to **$1.4 million** offset by a wider net loss of **$4.5 million** due to increased operating expenses [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets grew to **$11.8 million** from **$7.0 million** at year-end 2024, primarily due to a significant increase in intangible assets to **$7.5 million**, while cash reserves sharply decreased to **$0.3 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | 294,166 | 2,532,990 | | Total current assets | 1,829,780 | 3,166,762 | | Intangible assets, net | 7,534,015 | 1,376,485 | | Total assets | 11,772,295 | 6,957,288 | | **Liabilities & Equity** | | | | Accounts payable | 2,481,026 | 1,141,978 | | Total current liabilities | 6,207,427 | 4,376,970 | | Total liabilities | 6,207,427 | 4,376,970 | | Total stockholders' equity | 5,564,868 | 2,580,318 | | Total liabilities and stockholders' equity | 11,772,295 | 6,957,288 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2025, revenue significantly increased to **$1.4 million** from **$0.2 million** year-over-year, driven by new telecommunication services, but a sharp rise in operating expenses to **$6.2 million** resulted in a wider net loss of **$4.5 million** Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Revenue | 1,396,898 | 222,557 | | Cost of revenue | 1,261,487 | 3,029 | | Total operating expenses | 6,173,168 | 1,275,862 | | Loss from operations | (4,776,270) | (1,053,305) | | Net loss | (4,542,163) | (778,427) | | Net loss per common share - Basic and Diluted | (0.30) | (0.40) | | Weighted average common shares - Basic and Diluted | 15,412,809 | 1,947,492 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Total stockholders' equity increased from **$2.6 million** to **$5.6 million** in Q1 2025, primarily due to the issuance of **2.8 million** common shares for intangible assets valued at **$5.2 million** and **$2.2 million** in stock-based compensation, partially offset by a **$4.6 million** net loss - The company issued **2,843,319** shares of common stock for intangible assets, adding **$5,174,556** to additional paid-in capital[17](index=17&type=chunk) - Stock-based compensation for the quarter totaled approximately **$11 thousand** for options and **$2.1 million** for stock[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, the company used **$1.8 million** in cash from operating activities, a significant increase from Q1 2024, and **$0.4 million** for investing activities, resulting in a decrease of the cash balance from **$2.5 million** to **$0.3 million** Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Net cash (used) in operating activities | (1,838,824) | (669,798) | | Net cash (used) in / provided by investing activities | (400,000) | 100,000 | | Net cash used in financing activities | – | (129,000) | | **Net decrease in cash** | **(2,238,824)** | **(698,798)** | | **Cash, end of period** | **294,166** | **309,610** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's name change to Nixxy, Inc., a strategic pivot to telecommunications via acquisitions, a disclosed substantial doubt about its going concern ability due to cash burn and working capital deficit, the establishment of two new reporting segments (Auralink and Nixxy), and ongoing legal proceedings - The company changed its name from Recruiter.com Group, Inc. to **Nixxy, Inc.** on September 27, 2024[23](index=23&type=chunk) - Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to a working capital deficit of approximately **$4.4 million** and insufficient cash to fund operations for the next 12 months[97](index=97&type=chunk) - The company now operates in two reportable segments: **Auralink** (telecommunications) and **Nixxy** (marketplace solutions), with Auralink generating **$1.3 million** in revenue and Nixxy generating **$0.1 million** for Q1 2025[91](index=91&type=chunk)[195](index=195&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's strategic transformation from recruitment to telecommunications and AI, highlighted by a **528%** year-over-year revenue increase to **$1.4 million** in Q1 2025, alongside a **384%** increase in operating expenses leading to a **$4.5 million** net loss, and acknowledges critical liquidity issues with only **$0.3 million** in cash - The company is undergoing a strategic transformation, selling its staffing and recruitment website businesses to focus on telecommunications and AI, leveraging acquisitions and a license agreement with GoLogiq[204](index=204&type=chunk) Results of Operations Comparison (Q1 2025 vs Q1 2024) | Metric | Q1 2025 ($) | Q1 2024 ($) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1.4M | 0.2M | +528% | | Cost of Revenue | 1.3M | 3k | +41,885% | | Operating Expenses | 6.2M | 1.3M | +384% | | Net Loss | 4.5M | 0.8M | +462.5% | - The company does not have sufficient capital to meet its working capital needs for the next 12 months, with cash on hand of approximately **$0.3 million** as of March 31, 2025[234](index=234&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company - The company has indicated that quantitative and qualitative disclosures about market risk are not applicable[257](index=257&type=chunk) [Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025, due to identified material weaknesses in internal control over financial reporting, specifically a lack of sufficient staff for proper segregation of duties and in-house technical expertise for complex accounting transactions - The principal executive and financial officers concluded that disclosure controls and procedures were **not effective** as of the end of the reporting period[258](index=258&type=chunk) - Material weaknesses identified include: (1) insufficient number of employees for proper segregation of duties and monitoring, and (2) lack of in-house technical expertise to analyze complex transactions[260](index=260&type=chunk) Part II [Other Information](index=50&type=section&id=Part%20II%20-%20Other%20Information) This section covers legal proceedings, risk factors, unregistered sales of equity securities, defaults on senior securities, mine safety disclosures, and other information [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal matters, including pursuing collection against BKR Strategy Group with a favorable ruling on a **$0.5 million** promissory note, and defending against lawsuits from Pipl, Inc. for over **$0.3 million**, Creditors Adjustment Bureau, Inc. for approximately **$0.2 million**, and HireTeammate, Inc. for over **$79 thousand** - The company is a defendant in a lawsuit filed by Pipl, Inc. for an alleged unpaid amount exceeding **$266,562.59**[265](index=265&type=chunk) - The company is involved in legal proceedings initiated by Creditors Adjustment Bureau, Inc. for alleged unpaid obligations of approximately **$213,894.44**[266](index=266&type=chunk) - HireTeammate, Inc. (hireEZ) has sued the company for a claimed **$79,388.39** related to alleged breach of contract[267](index=267&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) The company directs investors to the risk factors detailed in its Annual Report on Form 10-K for the year ended December 31, 2024, with no new risk factors presented in this quarterly report - The report refers to the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2024[269](index=269&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - None[270](index=270&type=chunk) [Defaults Upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - None[271](index=271&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[272](index=272&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) During the quarter ended March 31, 2025, no director or officer of the company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated any Rule 10b5-1 trading arrangement during the quarter[273](index=273&type=chunk) [Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report, including certifications by the Principal Executive Officer and Principal Financial Officer, and XBRL data files - Exhibits filed with the report include officer certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and Inline XBRL documents[274](index=274&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-53641 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. Emplo ...

Nixxy Commences Private Offering of up to $50 million of Bitcoin Secured Convertible Notes ...

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. | --- | --- | --- | |----------------------------------------------------------------------------|----------- ...