Financial Performance - For Q3 2025, Nixxy, Inc. reported revenue of $31.9 million, a significant increase of $31.8 million or 23387% compared to $0.1 million in Q3 2024, primarily driven by telecommunications services [268]. - For the nine-month period ended September 30, 2025, revenue was $46.8 million, an increase of $46.3 million or 9416% compared to $0.5 million in the same period of 2024, mainly due to telecommunications services [277]. - The net loss for Q3 2025 was $2.2 million, a reduction from a net loss of $13.3 million in Q3 2024 [276]. - Net loss from continuing operations decreased to $2.2 million for the nine months ended September 30, 2025, compared to a net loss of $11.0 million in the same period of 2024 [285]. - The company has incurred net losses and negative operating cash flows since inception, with a net loss of $10.9 million for the nine months ended September 30, 2025 [297]. - Adjusted EBITDA loss for the nine months ended September 30, 2025, was $5.7 million, an improvement from a loss of $124,596 in 2024 [290]. Operating Expenses - Total operating expenses for Q3 2025 reached $34.1 million, an increase of $28.5 million or 505% from $5.6 million in Q3 2024, due to higher amortization, cost of revenue, and product development expenses [270]. - Operating expenses for the nine-month period ended September 30, 2025, totaled $56.4 million, an increase of $48.4 million or 604% from $8.0 million in the corresponding period in 2024 [279]. - General and administrative expenses were $7.5 million for the nine months ended September 30, 2025, compared to $7.1 million in 2024, with non-cash stock-based compensation accounting for $3.6 million in 2025 and $5.1 million in 2024 [283]. - Product development expenses increased to $229 thousand for the nine months ended September 30, 2025, from $32 thousand in 2024, primarily due to higher hosting and data expenses [281]. - Non-cash amortization charges for intangible assets rose to $1.6 million in 2025 from $0.8 million in 2024 [282]. Cash Flow and Financing - Net cash used in operating activities was $4.1 million for the nine months ended September 30, 2025, compared to $1.7 million in 2024 [291]. - Net cash provided by financing activities was $2.0 million for the nine months ended September 30, 2025, primarily from $1.8 million in cash received from the sale of common stock [294]. - As of September 30, 2025, the company had approximately $0.1 million in cash on hand, insufficient to meet working capital needs for the next 12 months [296]. - Future operations are expected to be funded through additional securities offerings, as equity offerings have been the primary source of liquidity to date [299]. Strategic Developments - Nixxy, Inc. secured a $2.0 million revolving growth facility in September 2025 to fund expansion efforts, with a fixed conversion feature priced at $2.00 per share [266]. - The company completed the acquisition of Everythink Innovations' carrier and edge data center assets, adding an estimated $48 million of annual recurring revenue (ARR) exposure [265]. - Significant development progress was made on the Leadnova platform, which entered User Acceptance Testing in Q4 2025, with a commercial launch targeted for early 2026 [266]. - The company is undergoing a strategic transformation, including the planned spin-out of recruitment-related businesses to CognoGroup, which is expected to hold key technology assets [254]. Revenue Recognition - Marketplace advertising revenues are recognized on a gross basis when advertising is placed and displayed, with payments typically due within 30 days of service completion [305]. - Consulting and staffing services revenues are recognized when services are rendered, with payments typically due within 90 days of service completion [306]. - Auralink recognizes revenue for SMS and VoiceIP transmission services at the point of delivery confirmation, acting as principal in these transactions [307]. - Contract liabilities arise when customers have paid for services but revenue recognition criteria have not yet been met [308]. Accounting Standards and Practices - Goodwill is tested for impairment annually or when indicators suggest fair value may be below carrying value, with assessments based on qualitative and quantitative factors [311][313]. - Stock-based compensation is measured at grant date fair value and recognized over the service or vesting period, requiring significant judgment in estimating various factors [316]. - The FASB issued ASU 2023-07 to improve reportable segment disclosures, effective for annual periods beginning after December 15, 2023 [318]. - ASU 2023-09 aims to enhance income tax disclosures, effective January 1, 2025 [319]. - ASU 2024-03 requires detailed disaggregation of expenses in the income statement, effective for fiscal years beginning after December 15, 2026 [320].

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 ☐ 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) (State or other jurisdiction of incorporat ...

Revenue Performance - For the three months ended March 31, 2025, the company reported revenue of $1.4 million, a significant increase of $1.2 million or 528% compared to $0.2 million in the same period of 2024, primarily driven by an increase in telecommunication services[217]. - The company entered into a twelve-month contract with Mexedia SpA, expected to generate up to $10 million in revenue per month starting May 1, 2025[215]. - The company recognizes revenue in accordance with ASC 606, with revenues reflecting services rendered to customers less sales adjustments and allowances[240][241]. Cost and Expenses - Cost of revenue for the same period was $1.3 million, up from $3 thousand in 2024, reflecting the growth in revenue-generating operations[218]. - Total operating expenses rose to $6.2 million for the three months ended March 31, 2025, an increase of $4.9 million or 384% compared to $1.3 million in 2024, due to higher general and administrative, sales and marketing, and cost of revenue expenses[219]. - Sales and marketing expenses increased to $0.7 million in Q1 2025 from $0.1 million in Q1 2024, reflecting the company's focus on revenue-generating activities[220]. - General and administrative expenses for Q1 2025 were $3.9 million, including $2.2 million in non-cash stock-based compensation, compared to $0.9 million in 2024, which included $300 thousand in non-cash stock-based compensation[223]. - The company incurred stock-based compensation expenses of $2.2 million for the three months ended March 31, 2025, compared to $300,000 for the same period in 2024, highlighting increased costs associated with employee compensation[231][232]. Net Loss and Financial Health - The company incurred a net loss from continuing operations of $4.5 million for the three months ended March 31, 2025, compared to a net loss of $0.8 million in the same period of 2024[225]. - For the three months ended March 31, 2025, the net loss was $4.6 million, compared to a net loss of $0.8 million for the same period in 2024, representing a significant increase in losses[231][232]. - Adjusted EBITDA for the three months ended March 31, 2025, was a loss of $2.0 million, compared to a loss of $420,945 for the same period in 2024, indicating a worsening operational performance[230]. - The company has not established a sufficient ongoing source of revenue to cover operating costs, raising substantial doubt about its ability to continue as a going concern[235][236]. Cash Flow and Liquidity - Net cash used in operating activities for the three months ended March 31, 2025, was $1.8 million, up from $0.7 million in the same period in 2024, reflecting increased cash outflows[231]. - As of March 31, 2025, the company had approximately $0.3 million in cash on hand, indicating insufficient capital resources to meet working capital needs for the next 12 months[234]. - Net cash used in investing activities for the three months ended March 31, 2025, was $0.4 million, primarily due to the purchase of intangible assets[233]. - The company expects to fund future operations through additional securities offerings, as equity offerings have been the primary source of liquidity to date[237]. Strategic Initiatives - The acquisition of Savitr Tech's assets, including AI-driven software, aligns with the company's strategy to enhance its telecom software solutions and recurring revenue streams[215]. - The company is undergoing a strategic transformation, including the planned spin-out of recruitment-related businesses to Atlantic Energy Solutions, which is being renamed CognoGroup[204]. - Product development efforts are focused on improvements to Mediabistro and related job board technology, as well as technical projects related to the sale of Recruiter.com[214].

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 ...

Revenue Performance - Revenue for Q1 2024 was $0.2 million, a decrease of $2.1 million or 90% compared to $2.3 million in Q1 2023, primarily due to a 100% decline in the Recruiters on Demand business [193]. - Marketplace Solutions revenue increased by $7 thousand or 4% to $206 thousand in Q1 2024, partially offsetting declines in other revenue streams [193]. - Other income for Q1 2024 was $275 thousand compared to an expense of $512 thousand in Q1 2023, mainly due to a gain on debt extinguishment of $580 thousand [201]. Cost and Expenses - Cost of revenue decreased to $3 thousand in Q1 2024 from $1.6 million in Q1 2023, representing a decrease of $1.6 million or 99% [194]. - Total operating expenses for Q1 2024 were $1.3 million, a decrease of $2.2 million or 64% from $3.5 million in Q1 2023 [196]. - Sales and marketing expenses for Q1 2024 were $53 thousand, down from $157 thousand in Q1 2023, a reduction of $104 thousand [198]. - Product development expenses decreased to $12 thousand in Q1 2024 from $242 thousand in Q1 2023, primarily due to a $222 thousand decrease in hosting and data expenses [198]. - General and administrative expenses for Q1 2024 were $0.9 million, down from $2.8 million in Q1 2023, including $300 thousand of non-cash stock-based compensation [200]. Profitability and Loss - Gross profit for Q1 2024 was $0.2 million, with a gross profit margin of 98%, compared to a gross profit of $0.7 million and a margin of 29% in Q1 2023 [195]. - Net loss from continuing operations for Q1 2024 was $0.8 million, an improvement from a net loss of $3.4 million in Q1 2023 [202]. - Adjusted EBITDA loss for Q1 2024 was $(420,945), compared to $(1,744,680) in Q1 2023, indicating improved operational performance [208]. Cash Flow and Liquidity - Net cash used in operating activities for Q1 2024 was $0.7 million, down from $1.5 million in Q1 2023 [209]. - As of March 31, 2024, the company had approximately $310 thousand in cash, insufficient to meet working capital needs for the next 12 months [213]. - The company has incurred net losses and negative operating cash flows since inception, raising substantial doubt about its ability to continue as a going concern [214]. - Future operations are expected to be funded through additional securities offerings, as equity offerings have been the primary source of liquidity to date [216]. Strategic Initiatives - The company is undergoing a strategic transformation, planning to sell its Recruiter.com website in 2024 and spin out recruitment-related businesses to Atlantic Energy Solutions, which is being renamed CognoGroup [184]. - A strategic partnership with Job Mobz was announced in March 2023 to transition certain Recruiters on Demand clients and staff, with an ongoing revenue stream expected [187]. - The planned sale of Recruiter.com to Job Mobz is expected to close by June 30, 2024, as part of the ongoing strategic transformation [189]. - The company executed a license agreement with GoLogiq for a worldwide exclusive license to develop fintech technology for a term of 10 years [196]. - The company introduced an AI-powered predictive analytics capability for Mediabistro to uncover job trends in the media industry [191]. Discontinued Operations and Valuation - Certain Recruiter Businesses are classified as discontinued operations, impacting the overall financial results and requiring estimates for cost allocation [237]. - The divestitures of the Recruiter Business represent a strategic shift with a major impact on the company [237]. - The company evaluates the carrying value of reporting units, including goodwill, against their fair value based on estimated discounted cash flows [235]. - Future cash flow estimates involve significant judgment, including assumptions about projected growth rates and industry-specific factors [236]. - The company uses a discounted cash flow methodology to estimate fair value, which includes selecting an appropriate discount rate [236]. - Accounting for discontinued operations involves making judgments regarding net asset values [237]. - The company has not disclosed any applicable market risk information [238].

Financial Performance - Revenue for the year ended December 31, 2023, was $3,188,019, a decrease of 85.0% compared to $21,251,518 for the year ended December 31, 2022 [472]. - Gross profit for 2023 was $466,812, down 93.8% from $7,576,415 in 2022 [472]. - Total operating expenses decreased to $8,203,119 in 2023 from $25,430,110 in 2022, a reduction of 67.7% [472]. - Net loss attributable to common shareholders for 2023 was $7,163,541, compared to a loss of $18,395,901 in 2022, representing a 61.0% improvement [472]. - The company reported a net loss from continuing operations per common share of $(6.08) for 2023, compared to $(17.45) for 2022 [472]. - The company experienced a net loss of $16,474,688 for the year ended December 31, 2023, compared to a net loss of $6,659,899 for the year ended December 31, 2022 [498]. - The company reported a net loss of $6,659,899 for the year ended December 31, 2023, compared to a net loss of $16,474,688 in 2022, indicating an improvement in financial performance [625]. Share Issuance and Warrants - For the year ended December 31, 2023, the company issued 54,768 common shares for gross proceeds of $315,178 from warrant exercises at a strike price of $5.70 [439]. - The company issued 92,222 common shares in August 2023 from the exercise of pre-funded warrants [440]. - The company has a total of 100,694 warrants granted in August 2022, with an exercise price reduced from $30.00 to $14.97 [444]. - The total outstanding warrants increased to 793,928 as of December 31, 2023, with a weighted average exercise price of $35.53 [580]. - The fair value of warrants granted was estimated using a risk-free interest rate of 4.42%-4.70% and an expected volatility of 307% as of December 31, 2023 [581]. - The company recorded a deemed dividend of $658,266 due to anti-dilution adjustments affecting the exercise price and number of warrants [607]. - The company recorded a deemed dividend of $503,642 due to anti-dilution adjustments related to warrants [625]. Legal Proceedings - The Company is involved in legal proceedings with Creditors Adjustment Bureau, Inc., alleging unpaid obligations totaling approximately $213,899.94 [459]. - The company intends to defend itself vigorously against the legal complaint but cannot predict the outcome or estimate the financial impact at this stage [459]. - A civil lawsuit filed by Pipl, Inc. claims the company owes over $266,562.59 for goods and services provided between January 3, 2021, and December 7, 2022 [587]. - The company has not accrued any potential losses related to ongoing legal proceedings as it cannot estimate the probable outcome [582]. Assets and Liabilities - Total current liabilities increased to $9,557,161 as of December 31, 2023, compared to $7,794,624 in 2022 [470]. - The total liabilities of the Company were reported at $9,557,161 as of December 31, 2023, compared to $9,054,967 in 2022 [470]. - Total assets decreased to $10,487,169 in 2023 from $14,133,284 in 2022, a decline of 25.8% [493]. - As of December 31, 2023, the company reported total stockholders' equity of $930,008, an increase from $5,078,317 as of December 31, 2022 [497]. - The company has a significant amount of prepaid expenses totaling $252,099 as of December 31, 2023, compared to $255,548 as of December 31, 2022 [631]. Cash Flow and Financing - Cash and cash equivalents as of December 31, 2023, were $1,008,408, an increase from $946,804 at the end of 2022 [493]. - Cash provided by financing activities was $1,008,903 in 2023, a decrease from $5,661,127 in 2022, reflecting changes in capital structure and financing strategies [525]. - The Company incurred a finance cost of $327,073 for services related to the ERC application [461]. - The Company obtained two advance loans on the ERC credits totaling $450,000, with an original issue discount of $133,333, fully expensed as interest expense [461]. Revenue Sources - The company generates revenue through various services, including Recruiters On Demand, full-time placement, and consulting and staffing services [509][510][512]. - Recruiters On Demand revenue was $1,848,268 for 2023, down from $16,005,413 in 2022, reflecting a decline of about 88% [547]. - Consulting and staffing services revenue decreased to $129,157 in 2023 from $696,368 in 2022, a drop of approximately 81% [547]. - The company recognized revenue from software subscriptions on a monthly basis over the subscription term, with additional fees for placement services based on a 90-day guarantee [514]. - The company’s revenue share revenues are recorded on a net basis, reflecting a percentage of revenue earned from client referrals to third parties [518]. Strategic Initiatives - The company operates an On Demand recruiting platform that combines online hiring software with recruiting services, aimed at transforming the Employment and Recruitment Agency industry [438]. - The company has entered into a stock purchase agreement with GoLogiq Inc., which includes a worldwide exclusive license for fintech technology and products, with a royalty of 8% on net sales during the term [503]. - A strategic partnership with Job Mobz was announced in March 2023, transitioning certain clients and staff to Job Mobz in exchange for an ongoing revenue stream [536]. - The company expects demand for recruiting solutions to improve in 2024, which may positively impact revenue share and transactions with third parties [630]. Market and Industry - The company operates in the $28.5 billion employment and recruiting agencies industry, providing an AI-powered sourcing platform and on-demand recruiting services [505]. - The company’s platform is utilized by businesses ranging from startups to Fortune 100 companies to address talent needs [505]. - The company’s mission is to become the preferred solution for hiring specialized talent, leveraging its platform and services [506]. - Revenue from international sources was approximately 0.8% in 2023, down from 3.8% in 2022, indicating a decline in international revenue contribution [571]. Tax and Goodwill - The effective income tax rate for 2023 was not disclosed, but the statutory federal income tax rate remained at 21.0% [474]. - The company has a goodwill balance of $7,101,084 as of December 31, 2023, unchanged from the previous year [491]. - Goodwill is tested for impairment annually, and the company assesses qualitative factors to determine if the fair value of reporting units is below carrying value [614]. - The company has not recognized any impairment losses on long-lived assets, indicating stable asset performance [617].

Financial Performance - Total revenue for the three months ended September 30, 2023, was $183,722, a decrease from $5,784,424 in the same period of 2022[13] - Gross profit for the three months ended September 30, 2023, was a loss of $68,169 compared to a profit of $1,885,267 in the prior year[13] - Net loss for the three months ended September 30, 2023, was $1,030,682, compared to a net loss of $5,626,365 in the same period of 2022[13] - For the nine months ended September 30, 2023, the net loss was $5,326,724, a 51.5% improvement compared to a net loss of $10,997,463 for the same period in 2022[20] - Revenue for the three months ended September 30, 2023, was $1,085,980, a decrease of 8.3% compared to $1,183,218 in the same period of 2022[139] - Gross profit for the three months ended September 30, 2023, was $277,578, down 9.3% from $306,183 in the prior year[139] - For the nine months ended September 30, 2023, revenue increased to $3,592,700, up 35.4% from $2,651,919 in the same period of 2022[141] Operating Expenses - Total operating expenses for the three months ended September 30, 2023, were $2,026,366, up from $7,605,564 in the same period of 2022[13] - Advertising and marketing costs for Q3 2023 were $85,193, a decrease of 75% compared to $342,622 in Q3 2022[78] - For the nine months ended September 30, 2023, advertising and marketing costs totaled $321,229, down from $619,418 in the same period of 2022, representing a 48% decrease[78] Assets and Liabilities - Total current assets as of September 30, 2023, were $2,666,629, down from $4,392,168 as of December 31, 2022[9] - Total liabilities as of September 30, 2023, were $9,554,841, compared to $9,054,967 as of December 31, 2022[9] - Cash balance as of September 30, 2023, was $296,263, significantly lower than $946,804 as of December 31, 2022[9] - Accounts receivable decreased to $71,615 as of September 30, 2023, from $1,965,947 as of December 31, 2022[9] - The outstanding balance on the promissory note with Parrut was $261,112 as of September 30, 2023, down from $444,245 as of December 31, 2022[145] - The outstanding balance of the Novo Promissory Notes was $1,217,529 as of September 30, 2023, compared to $1,292,360 as of December 31, 2022[148] - The total principal balance on promissory notes payable decreased to $5,655,197 as of September 30, 2023, down from $6,153,272 as of December 31, 2022, indicating a decline of about 8.1%[162] Stock and Equity - The company issued common stock worth $785,509, net of equity issuance costs of $250,490 during the quarter[17] - The weighted average common shares outstanding for the three months ended September 30, 2023, were 1,367,343, compared to 990,076 in the same period of 2022[13] - The company reported a total of 1,433,903 shares outstanding as of September 30, 2023[17] - The company completed a one-for-fifteen reverse stock split on August 4, 2023, affecting the number of outstanding shares of common stock[182] Cash Flow - Net cash used in operating activities decreased to $1,872,449 from $4,657,214, reflecting a 59.9% reduction year-over-year[22] - The company reported a cash balance of $296,263 at the end of the period, compared to $8,542 at the end of the previous period, indicating a significant increase in liquidity[22] - Cash paid for interest during the period was $256,552, compared to $208,351 in the previous period, reflecting an increase in financing costs[22] Revenue Recognition - The company’s revenue recognition follows ASC Topic 606, ensuring that revenue is recognized when control is transferred to customers[39] - Revenue from Recruiters On Demand for the three months ended September 30, 2023, was $46,040, compared to $4,540,454 in the same period of 2022, reflecting a decline of approximately 98.98%[61] - For the nine months ended September 30, 2023, total revenue was $3,010,870, down from $18,296,826 in the same period of 2022, indicating a decrease of about 83.54%[61] Strategic Initiatives - The company acquired Atlantic Energy Solutions, Inc. for $80,000, aiming to spin out the shell to shareholders and continue certain operations[25] - A stock purchase agreement with GoLogiq Inc. was established, allowing for potential additional shares to be issued based on revenue milestones of $2 million, $4 million, and $6 million over the next twelve months[29] - The company is in the process of selling assets to Job Mobz Inc. for an aggregate purchase price of $1,800,000, pending shareholder approval[30] - The company has a strategic partnership with Job Mobz to transition certain Recruiters on Demand clients and staff, which is expected to generate an ongoing revenue stream[43] Impairment and Amortization - The company has a carrying value of goodwill of $7,101,084 as of September 30, 2023, which reflects an impairment loss of $582,114 recognized in 2022[124][129] - Total intangible assets decreased to $1,623,300 as of September 30, 2023, down from $2,578,692 in the previous year, with accumulated amortization of $8,510,814[128] - The company recorded amortization expenses of $321,963 for the three months ended September 30, 2023, compared to $952,170 for the same period in 2022[128] Going Concern - The company has determined that substantial doubt exists about its ability to continue as a going concern for at least the next twelve months[116]

Revenue Performance - Revenue for the three months ended June 30, 2023, was $2.0 million, a decrease of $5.1 million or 71% compared to $7.1 million for the same period in 2022[223] - The decrease in revenue was primarily due to a 96% decline in the Recruiters on Demand business, which fell by $4.5 million as the business transitioned to JobMobz[223] - Consulting and Staffing Services revenue increased by approximately 61% to $1.5 million, driven by growth in the healthcare staffing business[223] - For the six months ended June 30, 2023, revenue was $5.3 million, a decrease of $8.6 million or 62% compared to $14.0 million for the same period in 2022[232] Cost and Expenses - Cost of revenue decreased to $1.6 million for the three months ended June 30, 2023, down $2.6 million or 62% from $4.2 million in the same period in 2022[224] - Cost of revenue decreased by 50% to $4.2 million for the six-month period ended June 30, 2023, compared to $8.4 million in the same period of 2022[233] - Total operating expenses for the three months ended June 30, 2023, were $1.4 million, a decrease of $3.9 million or 74% compared to $5.3 million in the same period in 2022[226] - Total operating expenses decreased by 59% to $4.9 million for the six-month period ended June 30, 2023, compared to $12.1 million in the same period of 2022[235] - General and administrative expenses for the three months ended June 30, 2023, were $887 thousand, a 78% decrease from $4.1 million in the same period in 2022[229] - General and administrative expenses were $3.7 million for the six-month period ended June 30, 2023, a 60% decrease from $9.2 million in 2022[240] Profitability - Gross profit for the three months ended June 30, 2023, was $437 thousand, resulting in a gross profit margin of 21.5%, down from 41% in the corresponding 2022 period[225] - Gross profit for the six-month period ended June 30, 2023 was $1.2 million, with a gross profit margin of 22%, down from $5.6 million and 40% in the corresponding 2022 period[234] - The company reported a net loss of $980 thousand for the three months ended June 30, 2023, compared to a net loss of $1.2 million in the same period in 2022[231] - Net loss for the six-month period ended June 30, 2023 was $4.3 million, an improvement from a net loss of $5.4 million in the same period of 2022[242] - The company reported an Adjusted EBITDA loss of $1.7 million for the six-month period ended June 30, 2023, compared to a loss of $1.75 million in 2022[250] Cash Flow and Financing - Net cash used in operating activities was $1.7 million for both the six-month periods ended June 30, 2023 and 2022[251] - Net cash provided by financing activities was $1.2 million for the six-month period ended June 30, 2023, compared to $1.6 million in the same period of 2022[255] - As of August 11, 2023, the company had approximately $442 thousand in cash, insufficient to meet working capital needs for the next 12 months[256] - The company has incurred net losses and negative operating cash flows since inception, raising substantial doubt about its ability to continue as a going concern[257] - The company entered into a Novo Amendment, modifying the payment schedule of a promissory note, allowing interest-only payments from November 1, 2022, to June 30, 2023, with principal and interest payments resuming on April 1, 2023[265] - The company issued promissory notes totaling $1,111,111 on August 17, 2022, with a net proceeds of $960,000, maturing on August 17, 2023, and granted 694,445 warrants valued at $463,737[266] - On August 30, 2022, the company issued additional promissory notes for $1,305,556, with net proceeds of $1,175,000, maturing on August 30, 2023, and granted 815,972 warrants valued at $569,106[267] - The company closed a Loan and Security Agreement for $2,250,000, with a first advance of $2,000,000 at an interest rate of 12.75%, maturing 42 months from the closing date[268] - The company entered into a factoring agreement to fund general working capital needs, allowing advances of up to 85% of eligible trade accounts receivable, capped at $3,000,000[273][275] Revenue Recognition - The company recognizes revenue from software subscriptions over the term of the subscription, with payments typically due within 90 days of service completion[283][285] - Revenue from consulting and staffing services is recognized when services are rendered, with payments typically due within 90 days of completion[288] Goodwill and Impairment - Goodwill is tested for impairment annually or when circumstances indicate that the fair value of a reporting unit is below its carrying value[292] - The company performs its annual goodwill impairment assessment on December 31st each year or as impairment indicators dictate[293] - Management evaluates potential impairment of goodwill by assessing qualitative factors including macroeconomic conditions, industry conditions, and overall financial performance[294] - If the carrying value of a reporting unit exceeds its fair value, the impairment amount recognized is the difference between the carrying amount and fair value[295] - Fair value estimates may use a discounted cash flow methodology, requiring significant judgment on future cash flows and discount rates[296] - Long-lived assets are reviewed for impairment whenever events indicate that the book value may not be recoverable, estimating future undiscounted net cash flows[297] Financial Instruments and Stock Compensation - Derivative financial instruments are recorded at fair value, with changes in fair value recorded as non-operating, non-cash income or expense[298] - Stock-based compensation is accounted for under ASC 718, with compensation cost measured at grant date and recognized over the service or vesting period[299] - The fair value of stock options is estimated using the Black-Scholes option pricing model, requiring judgment on volatility and exercise behaviors[299]

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: March 31, 2023 ☐ 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 RECRUITER.COM GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 90-1505893 (State or other jurisdicti ...

(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, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Commission File Number 000-53641 RECRUITER.COM GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) | Nevada | 90-1505893 | | --- | --- | | (State or Other Jurisdiction of | (I.R.S ...