Business Context and Reporting Period
Company: Nixxy, Inc. (NIXX), an emerging growth company incorporated in Nevada.
Filing Type: Form 8-K (Current Report).
Reporting Date: March 30, 2026 (with subsequent events reported through April 3, 2026).
Key Events: The filing discloses a private placement of equity securities and a change in the company's independent registered public accounting firm.
Key Financial Metrics
Capital Raise: The Company sold 1,481,481 shares of common stock to five investors.
Price per Share: $0.675 (agreed upon in February 2026).
Total Proceeds: $1,000,000.
Liquidity Status: The Company received proceeds from third parties or designees associated with the investors and is currently reconciling final funding arrangements.
Other Metrics: The filing text does not provide clear values for revenue, profit, cash flow, margins, or existing debt levels.
Material Changes
- Equity Structure: Issuance of 1,481,481 unregistered shares under Section 4(a)(2) of the Securities Act of 1933.
- Accounting Firm: Dismissal of HTL International, LLC as the independent registered public accounting firm on April 2, 2026.
- New Engagement: Engagement of KG CPA LLP as the new independent registered public accountant on March 30, 2026.
Guidance, Outlook, and Risks
Management Commentary: The change in accounting firm was recommended by the Audit Committee and approved by the Board of Directors. There were no disagreements with the former firm (HTL) regarding accounting principles, financial statement disclosure, or auditing scope during their engagement.
Risks and Contingencies:
- Unregistered Securities: The shares sold were not registered under the Securities Act of 1933, relying on an exemption.
- Funding Reconciliation: Final funding arrangements for the capital raise are still being reconciled.
Outlook: The filing does not contain specific forward-looking guidance, revenue projections, or strategic outlook beyond the immediate capital raise and auditor transition.
Investor Verification Checklist
- Verify the final reconciliation of the $1,000,000 funding arrangements and confirm receipt of full proceeds.
- Review the transition plan between HTL International, LLC and KG CPA LLP to ensure no disruption in financial reporting.
- Confirm the dilution impact of the 1,481,481 newly issued shares on existing shareholders.
- Check for any subsequent filings regarding the use of proceeds from the private placement.