Nixxy, Inc.

Overview

Nixxy Inc., a Nevada corporation (along with its subsidiaries, “we”, “Nixxy”, “the Company”, “us”, and “our”), is a holding company that, through its subsidiaries, has historically operated an On Demand recruiting platform, including on-demand contract recruiting, job board platforms, recruitment education services, and a candidate marketing software. Recently, the Company acquired the license from GoLogiq, Inc. (“GoLogiq”), to operate its fintech technology (the “GOLQ Technology”) and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products. Additionally, in February 2025, the Company acquired certain assets from Savitr Tech OU, an Estonian corporation (“Savitr”) specializing in telecommunications and software development, with a focus on billing systems, AI integration, wholesale long distance interconnections and sales, and is the owner of associated and intellectual property.

We have three operating subsidiaries: Recruiter.com Recruiting Solutions LLC (“Recruiting Solutions”); AuraLink AI, Inc. (“AuraLink”) housing the Company’s new telecom business; and, a controlling interest in Atlantic Energy Solutions, Inc., a Colorado company that is traded on the OTC Markets (OTC:AESO) and is currently in process of being renamed CognoGroup (“Atlantic Energy”). In addition, the Company owns six non-operating subsidiaries: Recruiter.com, Inc., VocaWorks, Inc. (“VocaWorks”), Recruiter.com Scouted Inc. (“Scouted”), Recruiter.com Upsider Inc. (“Upsider”), Recruiter.com OneWire Inc. (“OneWire”), and Recruiter.com Consulting, LLC (“Recruiter.com Consulting”). The Company formed a new subsidiary, AuraLink AI, Inc. (“AuraLink”) to house its new telecom business.

The Company is currently undergoing a strategic transformation, having sold its staffing business in 2023 and its Recruiter.com website in 2024. The Company has begun to substantially shift its focus and direction, as represented in the license agreement with GoLogiq, as described herein, the sale of the Recruiter.com brand, and the acquisition of Savitr technology and assets. These developments reflect a major shift in our core revenue lines and business focus and a significant transition in our strategic priorities and operational framework, indicating a fundamental change in the Company's trajectory.

These acquisitions and new relationships demonstrate Nixxy’s changing strategic focus. We have sold or spun out many of our legacy recruitment businesses and continue to undergo an internal reorganization (the “CognoGroup Spin-out”) to separate our historical assets from our new technology operations. Through these developments, we aim to reposition ourselves as a telecom and AI-technology innovator while retaining partial interests in our previous ventures.

Recent Developments

Savitr Transaction

On February 19, 2025, the Company entered into an Asset Purchase Agreement with Savitr (the “Savitr Agreement”). Savitr is a private company specializing in telecommunications and software development, with a focus on billing systems, AI integration, wholesale long distance interconnections and sales; and is the owner of associated and intellectual property. Pursuant to the Savitr Agreement, the Company acquired 100% of Savitr’s assets related to billing and AI systems, hereby referred to as “TKOS Systems.” The software acquired from Savitr includes AI integration, wholesale long distance contracts, and the accompanying interconnections in identified contracts, and associated intellectual property as defined therein.

Mexedia Agreement

On February 24, 2025, Nixxy, Inc. (the “Company” or “Nixxy”) announced that it entered into a twelve-month contract with Mexedia SpA (“Mexedia”), an Italian technology and communications provider (the “Mexedia Agreement”).

Under the Mexiedia Agreement, commencing on or before May 1, 2025, the Company may provide Mexedia SMS services over its newly integrated cloud-based platform that helps carriers and operators aggregate wholesale SMS messaging. The Company has engineered its port provisioning to scale dynamically and support up to $10,000,000 in revenue per month for twelve calendar months. The Mexedia Agreement will renew automatically thereafter, subject to either party's right of termination upon proper notice. The Company will also be layering its enhanced AI platform for dynamic billing and quality and price-based routing, with the multitude of carriers it interconnects with.

Aqua Software Agreement

On March 28, 2025, the Company entered into an Asset Purchase Agreement with Aqua Software Technologies Inc., a private Canadian corporation. Pursuant to the Agreement, the Company agreed to acquire certain billing and AI software assets, including associated intellectual property. The purchase price consisted of $50,000 in cash payable on close and the remaining $50,000 payable within the 30 days of closing, and the equity consideration of $3,800,000 payable in restricted shares of the Company’s common stock. The number of shares to be issued shall be determined by dividing the purchase price by the closing price of Company’s shares on NASDAQ on March 28, 2025, of $1.82 per share, which amounts to a total number of shares to be issued being 2,087,912 Shares.The transaction was executed on March 29, 2025.

CognoGroup Spin-Off

On February 12, 2024, our Board of Directors approved a reorganization of the Company (the “Reorganization”), which the shareholders subsequently approved, that contemplates segregating certain existing business assets and certain liabilities into our subsidiary, Atlantic Energy Solutions, Inc. (“Atlantic Energy”), and thereafter effecting a spin-out of that entity. Following such spin-out, Atlantic Energy is expected to be renamed as CognoGroup, Inc. (“CognoGroup”), and we refer to the contemplated transaction as the “CognoGroup Spin-out.”

The Company remains committed to pursuing a spin-out of its historical business assets to better align the Company’s strategic focus. However, the final structure, scope of assets, and exact liabilities to be included in the CognoGroup Spin-out are currently under strategic evaluation. As previously contemplated, substantially all of the Company’s historical business and operations (including, for example, Mediabistro, Job Mobz stock, CandidatePitch, and RecruitingClasses.com) would be transferred to CognoGroup, excluding certain technology licenses (such as the GoLogiq license) and certain newly acquired assets (such as shares of Savitr).

Management remains committed to undertaking the CognoGroup Spin-out in a manner that best serves the interests of our shareholders. Nevertheless, the timing, feasibility, and ultimate terms of the transaction are still being evaluated, and evolving market conditions, regulatory considerations, or strategic imperatives may necessitate modifications to the structure or composition of the proposed spin-out. Accordingly, there can be no assurance that the Company will complete the CognoGroup Spin-out or otherwise consummate the transaction in its currently proposed form, if at all.

Corporate History

We were incorporated in January 2015 as a Delaware corporation. Effective March 31, 2019 (the “Effective Date”), we completed a merger with Recruiter.com, Inc. (“Pre-Merger Recruiter.com”), an affiliate of the Company, pursuant to a Merger Agreement and Plan of Merger, dated March 31, 2019 (the “Merger”). At the effective time of the Merger, our newly formed wholly owned subsidiary merged with and into Pre-Merger Recruiter.com, with Pre-Merger Recruiter.com continuing as the surviving corporation and as our wholly owned subsidiary.

Following the Merger, on May 9, 2019, we changed our corporate name to Recruiter.com Group, Inc. Our fiscal year end was also changed, as of the Effective Date, from March 31 to December 31.

Immediately prior to the completion of the Merger, Pre-Merger Recruiter.com owned approximately 98% of our outstanding shares of common stock (“Common Stock”). The Merger did not result in a change of control of our Company, as the principal stockholders of Pre-Merger Recruiter.com had controlled the Company since October 2017 and the Merger simply increased their control. In addition, our President and Chief Financial Officer served as the Chief Executive Officer of Pre-Merger Recruiter.com and the majority of our directors at the time were directors (or designees) prior to the Merger. Further, our current Chairman was retained as a consultant prior to the Merger with the understanding that if the Merger occurred, he would be appointed as our Executive Chairman.

On May 13, 2020, we effected a reincorporation from the State of Delaware to the State of Nevada. Following the approval by our stockholders at a special meeting held on May 8, 2020, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Recruiter.com Group, Inc., a Nevada corporation and our wholly owned subsidiary (“Recruiter.com Nevada”), pursuant to which we merged with and into Recruiter.com Nevada, with Recruiter.com Nevada continuing as the surviving entity.

On August 4, 2023, the Company approved a one-for-fifteen (1:15) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On August 22, 2023, the Company filed a Certificate of Change pursuant to Nevada Revised Statutes with the Nevada Secretary of State to affect a reverse stock split of the Common Stock, and the proportional decrease of the Company’s authorized shares of Common Stock at a ratio of one-for-fifteen (15). All share and per share data in the accompanying consolidated financial statements and footnotes and throughout this annual report has been retroactively adjusted to reflect the effects of the reverse stock split.

On September 27, 2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Articles of Incorporation to change the legal name of the Company from Recruiter.com Group, Inc. to Nixxy, Inc., effective as of December 1, 2024.

Telecommunications Industry

Market Opportunity

Following our shift away from recruitment, we are now broadly focused on leveraging artificial intelligence (“AI”) across multiple industries, including in the telecommunications industry. While our current initiatives emphasize AI-driven technologies in telecommunications, such as cloud-based platforms capable of routing, billing, and managing large volumes of SMS and other communications services in real time, we remain open to opportunistic acquisitions that bring industry-specific AI use cases. We believe these flexible capabilities will allow us to continuously adapt to new market opportunities and pursue high-potential growth sectors, including but not limited to the global wholesale telecom market, where AI-driven solutions can streamline operations, improve efficiency, and enhance margins.

Market Size and Growth Trends

As we refocus on telecommunications through our Auralink AI subsidiary, it is addressing a large and steadily growing global telecom market. In 2024, global telecom services revenue was nearly $1.98 trillion, with projected growth of about 6.5% annually through 2030. Key growth drivers include rising demand for high-speed data (e.g. 5G), increasing mobile subscribers, and the proliferation of digital services. Within this market, the integration of artificial intelligence (AI) is a fast-growing segment. The AI-in-telecommunications market is expected to reach approximately $11.3 billion by 2030, representing roughly a 28% compound annual growth rate from 2023 to 2030.

Telecom operators are investing in AI to improve network efficiency and customer experience amid rising network complexity.

Key Industry Risks and Regulatory Considerations

The telecom sector is heavily regulated and faces several industry-wide risks. Providers must comply with licensing requirements and communications laws in each country of operation, as well as data privacy mandates (e.g. GDPR) for handling customer information. Telecom executives increasingly view data protection, cybersecurity threats, and AI governance as top risk factors for the industry.

The regulatory landscape is evolving – telecom merger reviews have become contentious and unpredictable in some markets, and new AI-related regulations are only beginning to take shape.

Telecom companies also depend on reliable infrastructure and interconnection; any major network outage or supplier disruption can impact service delivery. Intense pricing competition and rapid technological changes further require continual investment to maintain service quality and comply with standards.

Emerging Trends and Technological Advancements

Telecommunications is undergoing rapid technological evolution, with AI at the forefront of many innovations. Operators are deploying AI-driven analytics and automation for network management, fraud detection, and predictive maintenance.

For example, AI-based systems can monitor networks in real time to optimize traffic routing and detect anomalies before they affect service quality. In telecom billing and revenue management, AI and machine learning tools are being adopted to improve billing accuracy and efficiency.

These technologies automate usage tracking and invoicing, reducing errors and identifying billing discrepancies or fraud. The industry is also embracing cloud-based platforms, 5G services, and edge computing; combined with AI, these advancements enable new offerings (such as IoT connectivity and personalized customer experiences) and more agile operations. Overall, AI integration is becoming critical for telecom providers to enhance reliability, reduce costs, and deliver innovative solutions.

Our Solution – Application of AI to Telecommunication Industry

The use of AI in telecommunications is diverse and rapidly evolving. AI enables automation of network management, enhances fraud detection, and supports predictive maintenance. By monitoring the network in real time, AI-based systems can detect potential anomalies and reroute traffic before service quality is impacted. Additional use cases include AI-powered billing systems that can identify discrepancies or detect billing fraud.

Overall, the integration of telecommunications and AI opens up new opportunities, offers potential cost reductions, and improves operational efficiency.

Inflation

The Company generally may be impacted by rising costs for certain inflation-sensitive operating expenses such as labor and employee benefits. The Company believes inflation could have a material impact to pricing and operating expenses in future periods due to the state of the economy and current inflation rates.

Wholesale Telecommunications Considerations

As we pursue opportunities in the wholesale telecommunications sector, we remain mindful of several challenges and uncertainties that could affect our financial performance and operations. First, our ability to deliver wholesale services depends on reliable access to third-party carrier networks. Any disruption or constraint, whether from infrastructure failure, labor disputes, or shifting supplier relationships—could impede our ability to maintain service quality and continuity.

Additionally, the wholesale telecom market features intense pricing competition, with larger, well-capitalized carriers and smaller niche operators all vying for market share. Price compression in traditional wholesale routes may limit our profit margins and require us to continuously refine our cost structure and product offerings. Meanwhile, technological changes, particularly the emergence of new network protocols, innovations in software-based routing, and AI-driven analytics—necessitate ongoing infrastructure investments to remain competitive and capture higher-value traffic.

Our expansion into new regions involves navigating complex regulatory environments, multiple licensing requirements, and potential foreign exchange fluctuations. These factors can introduce uncertainties into our growth plans. Moreover, our global operations may expose us to varying data protection rules and local compliance obligations, adding complexity to day-to-day business management.

Cybersecurity and data privacy concerns pose another layer of risk. As we integrate AI-driven solutions to optimize routing, billing, and fraud detection, we gather and process sensitive information. Ensuring that our systems and those of our partners remain secure against evolving cyber threats is critical to sustaining customer confidence and meeting regulatory expectations.

Despite these industrywide challenges, we believe that effective management of vendor and partner relationships, prudent capital expenditures aimed at network improvements, and strategic use of AI and automation will help us build resilient revenue streams. By balancing growth initiatives with disciplined risk management, we aim to build a competitive position in wholesale telecommunications and deliver sustainable long-term value for our shareholders.

Our New Strategy

Transforming Established Markets with Data-Driven Innovation

Our core objective is to acquire cornerstone businesses in established markets and rapidly enhance their operations using advanced technology and data-driven insights. By harnessing the power of AI, software-as-a-service (“SaaS”) offerings, and strategic partnerships, we unlock new growth potential across multiple sectors. We seek opportunities where digital transformation can significantly boost efficiency, expand market reach, and create shareholder value.

Multi-Pronged Growth Approach

Governmental Regulation

Facilities-based wireless communications providers in the United States must be licensed by the FCC to provide communications services at specified spectrum frequencies within defined geographic areas and must comply with FCC rules and policies governing the use of the spectrum. The FCC’s rules have a direct impact on whether the wireless industry has sufficient spectrum available to support the high-quality, innovative services our customers demand. Wireless licenses are issued for a fixed time period, typically 10 to 15 years, and we must seek renewal of these licenses. While the FCC has generally renewed licenses, the FCC has authority to both revoke a license for cause and to deny a license renewal if a renewal is not in the public interest. Additionally, while wireless communications providers’ prices and service offerings have historically not been subject to prescriptive regulation, the federal government and various states periodically consider new regulations and legislation relating to various aspects of wireless services.

The Communications Act of 1934 and other related laws give the FCC broad authority to regulate the U.S. operations of our interstate telecommunications services. In addition, our ILEC subsidiaries are subject to regulation by state governments, which have the power to regulate intrastate rates and services, including local, long-distance and network access services, provided such state regulation is consistent with federal law. Some states have eliminated or reduced regulations on our retail offerings. These subsidiaries are also subject to the jurisdiction of the FCC with respect to intercarrier compensation, interconnection, and interstate and international rates and services, including interstate access charges. Access charges are a form of intercarrier compensation designed to reimburse our wireline subsidiaries for the use of their networks by other carriers.

Competitive Landscape

The telecom and AI-integrated telecom sector includes a mix of large global operators and technology solution providers. Notable publicly-listed competitors include:

Leveraging GOLQ Technology

Through the GoLogiq (“GOLQ”) license, we offer SMBs a range of mobile commerce solutions. The CreateApp platform, offered as a Platform as a Service (“PaaS”), allows businesses to build mobile apps for their products and services without requiring significant technical expertise or capital investment. By lowering barriers to digital adoption, CreateApp enables SMBs to expand sales channels, improve customer engagement, and streamline operations. We recognize revenue on a subscription basis, as customers pay to use the platform’s functionalities to develop and launch their mobile applications.

Although the GOLQ Technology primarily serves SMBs’ e-commerce needs, we remain flexible in exploring other AI-driven opportunities. Our broader strategy is to adapt these and other emerging technologies to any industry that stands to benefit from modernization and data-focused transformation.

GOLQ Technology

Since 2017, CreateApp has enabled mobile commerce via its enhanced platform offered on a Platform as a Service, or PaaS basis, along with its e-wallet initiative. The GOLQ license allows us to offer the following products (each of which is described below): (i) CreateApp, (ii) Paylogiq; and (iii) Gologiq.

CreateApp

CreateApp, the core product in the GOLQ Technology and PaaS, allows SMBs to create mobile apps for their business without the need of technical knowledge, high investment, or background in IT.

CreateApp has evolved since 2017 to capitalize on the immediate opportunity for developing a larger network of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East Asia and the United States. The platform enhancements have taken our technology from a standalone “do-it-yourself” (“DIY”) app builder to an enhanced platform built to enable mobile commerce by empowering users to create their own e-commerce and mobile-commerce ecosystem.

Beginning in 2019, CreateApp focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase the number of users, and the merchants available to users, of its products on a PaaS basis. These efforts expanded on the success of recent product launches representative of the PaaS platform strategy and product offerings with our strategic partners. We believe that supporting these initiatives through deeper engagement, interaction, and co-marketing/sales substantially benefited the CreateApp business in 2018 and 2019. As a result, CreateApp’s year-over-year revenues increased significantly in 2018 and 2019. For 2022 as compared to prior years, CreateApp worked to improve gross profit margins while reducing older, white-label partnership revenues and although year-over-year revenues decreased, the gross profits margins improved.

Paylogiq

Launched in late 2017 as an e-wallet initiative, Paylogiq is a ‘consumer facing’ product offering that supports the PaaS strategy developed by the enhancements to the CreateApp platform providing payment capabilities to users of the platform. Moreover, Paylogiq is designed to be a robust and universal payment platform, and its growth is therefore not limited to our CreateApp PaaS customers alone.

Gologiq

Gologiq is a PaaS platform that provides mobile payment capabilities for the local food delivery service industry. Logiq launched Gologiq in the fall of 2019 in Jakarta, Indonesia. We plan to fully evaluate all options for the Gologiq platform in order to increase user growth and regional expansion with its unique pedestrian-powered approach to urban food delivery.

We evaluate opportunities to acquire complementary businesses and personnel in furtherance of our ongoing strategy to utilize data to disrupt specific old-line industry sectors.

Our Recruiting Services

Operating Businesses and Revenue

We have historically generated revenue from the following activities:

The costs of our revenue primarily consist of employee costs, third-party staffing costs and other fees, outsourced recruiter fees and commissions based on a percentage of our gross margin.

Our Platform and Technology

Product Development

We expect that the development of our software will focus on expanding product lines, designing enhancements to our core technologies, and integrating existing and new products into our principal software architecture and platform technologies. We intend to continue to offer regular updates to our products and to continue to look for opportunities to expand our existing suite of products and services.

To date, our products have primarily been developed internally, although we have also licensed or acquired products, or portions of products, from third parties. These arrangements sometimes require us pay royalties to third parties. We intend to continue to license or otherwise acquire technology or products from third parties when it makes business sense to do so.

Sales and Marketing Strategy

Our sales and marketing strategy has historically been centered around driving cost-effective awareness of our brand and the benefits of our platform among recruiters and employers of all sizes, from small businesses to Fortune 100 companies. Most of our new recruiter and employer registrations come from direct navigation to our website through unpaid search engine results listings, social media, and other content-based, no-cost referrals

Public Relations

For PR and marketing purposes, we rely mostly on the continued development of our thought leadership content. Recruiter Index®, our proprietary analysis that pinpoints recruiting trends and forecasts business growth, will form the bedrock of our thought leadership strategy.

No one understands the talent market like the recruiters, HR professionals, and talent acquisition experts working on the front lines. We have the unique ability to survey our vast network of independent recruiting and talent acquisition specialists to uncover job market trends. Given the Recruiter Index’s®consistent media appearances beginning in June 2020, including on CNBC, there appears to be strong demand for leading labor market indicators.

Community Management

We consider our community management and social media groups an important asset and part of our go-to-market and overall marketing strategy. The Company operates various membership groups, focused on the LinkedIn platform, and regularly engages with these communities.

GOLQ Technology

Our sales and marketing efforts will be focused on promoting sales, producing expert content and brand awareness. We believe that the resellers agreements signed by CreateApp in 2015, 2016, and 2017 created a large enough addressable market opportunity to generate sales and profits in a scalable manner, grow our business and enhance shareholder value. Given the nature of DIY mobile apps and the primary target market of SMBs, a typical go-to-market strategy would have a direct sales force or resellers approach SMBs directly to drive our revenue.

We intend to continue CreateApp’s evolution of its PaaS platform with two distinct market paths to drive recurring revenue business model:

With the above strategy, we believe that we will be able to maintain a lower capital expenditure base due to the ‘level-two’ customer support vs. ‘level-one’ customer support, smaller sales and marketing teams, and the need to provide hosting services.

Our CreateApp platform operates as a PaaS, allowing users to develop their own applications supplying the infrastructure and IT services, which users can access anywhere via a web or desktop browser. We recognize revenue on a pay to use subscription basis when our customers use our platform.

We do not plan to compensate resellers and distributors. Instead, the end user will pay the reseller/distributor directly as well as paying for our services, for which we or our reseller/distributor in licensed territories bill the end user separately.

Research and Development

Our R&D strategy is to develop and offer technology solutions to our present and future customers. We intend to continue to invest in various technology initiatives related to e-commerce and telecommunications, including website and platform development.

Competition

The market for online staffing and recruitment services is highly competitive, fragmented, and undergoing rapid changes following increasing demand, technological advancements, and shifting needs. We compete with several online and offline platforms and services, including but not limited to, the following:

We compete based on several factors, including, among other things: size and engagement of user base, brand awareness and reputation, relationships with third party partners, and pricing. We differentiate ourselves through what we call our “three uniques:” people, power, and platform. We pride ourselves on:

These “three uniques” form our competitive “moat,” which management believes would be highly challenging for any competitor to replicate.

The fintech sector is rapidly evolving and highly competitive. Our current and potential competitors include: (i) other DIY mobile app companies; (ii) companies that provide e-commerce and e-wallet services, including website/app development; and (ii) companies that provide infrastructure web and mobile services. We believe that the principal competitive factors in our mobile apps business include ease of use, affordability and broad range of functionality. Many of our current and potential competitors have greater resources, longer histories, more customers, and greater brand recognition. They may adopt more aggressive pricing and devote more resources to technology, functionality and ease of use and marketing. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

Intellectual Property

The protection of our intellectual property is an essential aspect of our business. We own our domain names and trademarks relating to our website’s design and content, including our brand name and various logos and slogans. We rely upon a combination of trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments, and other legal rights to establish and protect our intellectual property. We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees and consultants to control access to and clarify ownership of our software, documentation, and other proprietary information.

As of March 15, 2025, our trademarks include “Mediabistro”.

We have licensed the GOLQ Technology from GoLogiq, which owns all software intellectual property for CreateApp as well as the eWallet platform currently operating under the brand names AtozPay and AtozGo in Indonesia (Paylogiq and Gologiq, respectively), and the global rights to market and operate in other countries worldwide.

Government Regulation

We are subject to a number of U.S. federal and state and foreign laws and regulations that apply to internet companies and businesses that operate online marketplaces connecting businesses with recruiters. These laws and regulations may involve worker classification, employment, data protection, privacy, online payment services, content regulation, intellectual property, taxation, consumer protection, background checks, payment services, money transmitter regulations, anti-corruption, anti-money laundering, and sanctions laws, or other matters. Many of the rules and regulations that are or may apply to our business are still evolving and being tested in courts and could be interpreted in ways that could adversely impact our business. Also, the application and interpretation of these laws and regulations are often uncertain, particularly in the industry in which we operate.

Additionally, our Platform and the platform user data it uses, collects, or processes to run our business is an integral part of our business model and, as a result, our compliance with laws dealing with the use, collection, and processing of personal data is part of our strategy to improve platform user experience and build trust.

Regulators around the world have adopted, or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of personally identifiable information and other data relating to individuals, and these laws are increasing in number, enforcement, fines, and other penalties. Two such governmental regulations that carry implications for our platform are the GDPR and the CCPA.

The GDPR went into effect in May 2018, implementing more stringent requirements in relation to companies’ use of personal data relating to all EU individuals (“data subjects”). Under the GDPR, the expanded definition of personal data includes information such as name, identification number, email address, location data, online identifiers such as internet protocol addresses and cookie identifiers, or any other type of information that can identify a living individual. The GDPR imposes a number of new requirements, which include: a valid ground for processing each instance of personal data; higher standards for organizations to demonstrate that they have obtained valid consent or have another legal basis in place to justify their data processing activities; providing expanded information about how data subjects’ personal data is or will be used; carrying out data protection impact assessments for operations which present specific risks to individuals due to the nature or scope of the processing operation; an obligation to appoint data protection officers in certain circumstances; new rights for individuals to be “forgotten” and rights to data portability, as well as enhanced current rights; the principle of accountability and demonstrating compliance through policies, procedures, training, and audit; profiling restrictions; and a new mandatory data breach reporting regime.

In the United States, California recently adopted the CCPA, which came into effect in January 2020. Similar in certain respects to the GDPR, the CCPA establishes a new privacy framework for covered businesses, including an expanded definition of “personal information”; new data privacy rights for California residents, requiring covered businesses to provide further disclosure to consumers and affording consumers the right to opt-out of individual sales of personal information; special rules on the collection of consumer data from minors; and a potentially severe statutory damages framework and private rights of action for CCPA violations and failure to implement reasonable security procedures and practices.

Environmental Matters

No significant pollution or other types of hazardous emission result from our operations, and it is not anticipated that our operations will be materially affected by federal, state or local provisions concerning environmental controls. Our costs of complying with environmental health and safety requirements have not been material.

Furthermore, compliance with federal, state and local requirements regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company. However, we will continue to monitor emerging developments in this area.

We evaluate opportunities to acquire complementary businesses and personnel in furtherance of our ongoing strategy to utilize data to disrupt specific old-line industry sectors.

Facilities

We operate virtually and from time to time in leased flexible office space, such as WeWork offices.

We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations.

We are currently pursuing two related collections matters against BKR Strategy Group. Since 2013, BKR Strategy Group has provided talent acquisition strategy and services to top companies. Starting in the third quarter of 2021, BKR Strategy Group subcontracted Recruiter.com to perform on Demand recruiter services on behalf of BKR Strategy Group’s clients. Although payments for services rendered were initially received in a timely fashion, BKR Strategy Group’s balance grew throughout the third and fourth quarters of 2021. This led to BKR Strategy Group executing a Promissory Note with a payment schedule for $500,000 on November 30, 2021, with a personal guarantee from its business principal as part of the note. After failing to meet the payment schedule and after repeated attempts to collect the balance due, we retained the law firm of Berkovitch & Bouskila, PLLC and filed two lawsuits against BKR Strategy Group on February 18, 2022, the first, to collect on unpaid invoices and the second, to enforce the promissory note, for a total sum of $1,400,000. On March 24, 2022, BKR Strategy Group made a counterclaim against us for $500,000 on the grounds of alleged overbilling. Management denies the basis for the counterclaim and expects to vigorously defend itself from this counterclaim. Outside counsel for the company has advised that at this stage in the proceedings, it cannot offer an opinion as to the probable outcome. As it is not possible to estimate if a loss will be incurred, there has been no accrual.

On June 21, 2022, the Supreme Court of the State of New York, New York County ruled in favor of the Company that BKR Strategy Group owes the Company $500,000, plus interest at 12% since November 22, 2021, through the entry of judgement in the lawsuit related to the enforcement on the Promissory Note executed by BKR Strategy Group. Proceedings in the other lawsuit remain ongoing. The Company has been unable to collect against BKR Strategy Group due to lack of response and communication.

On September 6, 2023, Recruiter.com Group, Inc. (the "Company") was served with a civil lawsuit filed by Pipl, Inc. in the Superior Court of the State of Connecticut, Judicial District of New Britain. The lawsuit alleges that the Company failed to pay for goods and/or services provided by Pipl, Inc. between January 3, 2021, and December 7, 2022, with the claimed amount due exceeding $266,562.59 plus interest, costs, and attorneys' fees. The Company is currently evaluating the complaint with counsel and intends to vigorously defend against the claims. The Company has additionally filed a counterclaim. Given the early stage of the litigation, the Company is unable to predict the outcome of the case or estimate the possible loss or range of loss, if any.

On April 1, 2024, Recruiter.com Group, Inc. ("the Company") became involved in legal proceedings initiated by Creditors Adjustment Bureau, Inc. ("CAB"), as documented in the Superior Court of California, County of Santa Clara, case number 24CV433086. CAB's complaint, filed on March 13, 2024, alleges that the Company failed to fulfil payment obligations under contracts with CAB's assignor, totalling approximately $213,899.94. CAB seeks recovery of the owed amounts, interest, attorney fees, costs, and other damages deemed appropriate by the court. The Company is currently in ongoing legal communications about the complaint and intends to defend itself vigorously. At this stage, the Company is unable to predict the outcome of the case or estimate the potential financial impact.

November 20, 2024, Recruiter.com Inc. has been named as a defendant in a lawsuit filed by HireTeammate, Inc. (d/b/a hireEZ) in the Supreme Court of New York. The lawsuit alleges that Recruiter.com breached a contract by failing to pay for platform management services provided by hireEZ between December 12, 2022, and January 31, 2023. The total amount claimed is $79,388.39, along with interest and legal costs. The complaint includes claims for breach of contract, account stated, and unjust enrichment. Recruiter.com is evaluating its legal options in response to the lawsuit. All operation-related invoices and activities was passed on to Job Mobz. Therefore, the management do not believe that Nixxy is liable for the amount stated and we will defend our position in the court of law. Furthermore, management believe it is more likely than not that we will prevail.

Except for the aforementioned proceedings described above, as of the date of this filing, there are no material pending legal or governmental proceedings relating to our Company or properties to which we are a party, and, to our knowledge, there are no material proceedings to which any of our directors, executive officers, or affiliates are a party adverse to us or which have a material interest adverse to us

Employees

As of March 15, 2025, the Company employed 3 full time employees and a number of independent contractors.

Culture and Team

After significant changes to our business, we are a small team of qualified professionals. Our management has years of experience in online recruiting and technology and are supplemented by additional finance and legal support.

Diversity

We are committed to being an equal opportunity employer and are proud to have diverse staff, management, and board members.

Corporate Information

We operate virtually. Our principal mailing address is 123 Farmington Avenue, Suite 252, Bristol, CT 06010. Our telephone number is (855) 931-1500. Our website address is https://www.nixxy.com. The information contained on, or that can be accessed through, our site is not a part of this filing. Investors should not rely on any such information in deciding whether to purchase our securities.