Business Context and Reporting Period
This Form 8-K Current Report for Nixxy, Inc. (NIXX) covers events occurring on July 2, 2026, with the report dated July 9, 2026. The company is incorporated in Nevada and trades on the NASDAQ Capital Market. The filing primarily addresses significant changes in executive leadership and the resolution of a Nasdaq listing compliance issue.
Key Financial Metrics
This filing is a current report regarding corporate governance and listing status; it does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics for the reporting period.
Material Changes
- Executive Leadership Transition: Mike Schmidt resigned as Chief Executive Officer and Director effective immediately on July 2, 2026. The resignation was not due to any disagreement with the Company.
- New CEO Appointment: David Kratochvil, a current Board member since January 2025, was appointed Chief Executive Officer on July 2, 2026. He brings over 30 years of Wall Street experience, including roles as CFO for Pertexa Health Tech Inc. and Northann Corp.
- Compensation Arrangement: Mr. Kratochvil's employment agreement includes an annual base salary of $180,000 and an equity award of 100,000 stock units (50% vesting immediately, 50% over 12 months). The agreement includes severance provisions for termination without cause and acceleration of equity upon a change of control.
- Nasdaq Compliance: The Company resolved a deficiency regarding the Minimum Bid Price Requirement (Rule 5550(a)(2)). After receiving a notice of non-compliance in February 2026, the Company regained compliance as the stock price closed at or above $1.00 for 10 consecutive business days ending July 1, 2026.
Guidance, Outlook, and Risks
Outlook and Risks: While the Company has regained compliance with the Nasdaq Minimum Bid Price Requirement, management explicitly states there can be no assurance that the Company will be able to maintain compliance in the future. The filing does not contain forward-looking financial guidance or management commentary on operational strategy beyond the leadership transition.
Investor Verification Checklist
- Verify the terms of the CEO Employment Agreement (Exhibit 10.1) regarding vesting schedules and severance triggers.
- Monitor the stock price to ensure continued compliance with the Nasdaq Minimum Bid Price Requirement of $1.00.
- Review upcoming periodic reports (10-Q/10-K) for the first financial impact of the new CEO's strategic direction.
- Confirm the status of the 2024 Equity Incentive Plan to understand the dilution impact of the 100,000 stock units granted to the new CEO.