Business Context and Reporting Period
This Form 8-K Current Report for Nixxy, Inc. covers events occurring on August 31, 2026, with the report dated September 3, 2026. The Company is incorporated in Nevada and its common stock (Symbol: NIXX) trades on the NASDAQ Capital Market. The filing addresses a regulatory compliance notice regarding stock price and significant changes to the Board of Directors and executive management.
Key Financial Metrics
This filing is a current report regarding corporate governance and listing status; it does not provide specific financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for the period.
Material Changes
- NASDAQ Non-Compliance: The Company received notice from Nasdaq that its consolidated closing bid price has been below $1.00 per share for 30 consecutive business days, violating Listing Rule 5550(a)(2).
- Grace Period: The Company has been granted an initial 180-calendar day grace period to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days.
- Board Resignations: Ashissh Raichura resigned as a Director, and Elsa Sung resigned as Chairwoman of the Audit Committee, both effective August 31, 2026.
- Board Appointments: Joe Conlon was appointed as a Director and Chairman of the Audit Committee.
- Executive Appointment: Elsa Sung was appointed as Chief Financial Officer (CFO), effective August 31, 2026.
Guidance, Outlook, and Management Commentary
Outlook on Listing Status: Management intends to monitor the stock price and consider available options to resolve the non-compliance, including a potential reverse stock split if a second compliance period is required. The Company stated there is no assurance it will regain compliance.
Compensation Arrangements:
- Joe Conlon (Director/Audit Chair): Granted 50,000 shares of common stock immediately, plus 50,000 shares annually vesting quarterly, and a monthly payment of $3,000.
- Elsa Sung (CFO): Entered an employment agreement with an annual base salary of $169,800. She received an equity award of 100,000 stock units (50,000 vesting immediately, 50,000 vesting quarterly over 12 months). The agreement includes severance provisions for termination without cause and acceleration of equity upon a change of control.
Risks: Failure to regain compliance within the allotted periods could result in delisting from the NASDAQ Capital Market.
Investor Verification Checklist
- Verify the current trading price of NIXX to assess the likelihood of meeting the $1.00 bid price requirement within the 180-day grace period.
- Review the Company's capital structure to determine if a reverse stock split is a viable option if the initial grace period expires.
- Confirm the background and qualifications of the new CFO, Elsa Sung, and the new Audit Committee Chair, Joe Conlon.
- Monitor future filings for any updates on the Nasdaq compliance status or additional board changes.