Nixxy, Inc.

8-K · nixxy_8k.htm

0001462223

 2026-06-09
 2026-06-09

 0001462223

 us-gaap:CommonStockMember

 2026-06-09
 2026-06-09

 0001462223

 NIXX:CommonStockPurchaseWarrantsMember

 2026-06-09
 2026-06-09

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 xbrli:shares

  

  

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 FORM
 8-K

  

  

 CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 June 9, 2026

  

 NIXXY, INC.

 (Exact name of registrant as specified
in its charter)

  

 Nevada

 (State or other jurisdiction

 of incorporation)

  

 001-53641

 (Commission

 File Number)

  

 90-1505893

 (IRS Employer

 Identification No.)

  

  

 1178
Broadway , 3rd Floor

 New
York , NY 10001

 (Address of principal executive offices) (Zip Code)

  

 Registrant’s telephone number, including
area code: ( 877 ) 708-8868

  

 Not Applicable

 (Former name or former address, if changed since last report.)

  

 Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):

  

 ☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

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

  

 Title of class
  
 Trading symbol
  
 Name of exchange on which registered

 Common Stock
  
 NIXX
  
 NASDAQ Capital Market

 Common Stock Purchase Warrants
  
 NIXXW
  
 NASDAQ Capital Market

  

  

 Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).

  

 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. ☐

  

  

  

      

  

  

 Item 7.01 Regulation FD Disclosure.

  

 On June 9, 2026, the Company issued a press release
titled "Power, Not Chips, Is Now AI's Biggest Constraint: NASDAQ Firm Backs $1B Infrastructure Buildout as Nixxy, Inc. (NIXX) announces
a binding LOI with Tachyon9 to Create a NASDAQ-Listed AI Hyperscale Infrastructure and Energy Platform." A copy of the press release
is attached as Exhibit 99.1 hereto.

  

 The information set forth under Item 7.01 and
in Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for 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, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits.

  
  
  

 Exhibit No.

 Exhibit Description

 99.1

 Press release, issued on June 9, 2026

 104

 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

  

  

  

  

  

  

  

  

  

  

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 SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.

  

  
 NIXXY, INC.

  
  

 Dated: June 10, 2026
 By:
 /s/ Mike Schmidt

  
 Name:
 Mike Schmidt

  
 Title:
 Chief Executive Officer

   

  

  

  

  

  

  

  

  

  

  

  

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