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Nixxy, Inc.

For the period ended Mar 31, 2025. Filed May 20, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 20, 2025

NIXX$0.21+2.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-14.

0001654954-24-014482

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-20.

0001683168-25-003886

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 92 previous paragraphs and 78 current paragraphs.

39 unchanged; 20 reworded; 17 added; 30 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 8 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

Auralink’s primary performance obligations consist of SMS and VoiceIP transmission services. Each message or call is a distinct transaction, and revenue is recognized at the point in time when delivery is confirmed by the recipient carrier’s platform. These services are priced using dynamic Rate Decks, which vary by destination and time. The transaction price is allocated to each message or call based on its standalone selling price as reflected in the applicable Rate Deck. Auralink acts as principal in these transactions, as it controls the routing infrastructure, sets pricing, assumes delivery risk, and bears responsibility for service quality. Accordingly, revenue is recognized on a gross basis.

Current report

Cost of revenue was $1.3 million for the three-month period ended March 31, 2025, compared to $3 thousand for the corresponding three-month period in 2024, representing an increase of $1.3 million. This increase resulted primarily from the increase in revenue generating operations during the quarter.

Current report

Our sales and marketing expense for the three-month period ended March 31, 2025, was $0.7 million compared to $0.1 million for the corresponding three-month period in 2024, an increase of $0.6 million, which reflects the increase in revenue generating activities.

Current report

The following discussion and analysis includes both financial measures in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives, to net income, operating income, and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of our historical operating results nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

Current report

Our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe that both management and shareholders benefit from referring to the following non-GAAP financial measures in planning, forecasting and analyzing future periods. Our management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparison. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the described excluded items.

Current report

We define Adjusted EBITDA as earnings (or loss) from continuing operations before the items in the table below. Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period-to-period after removing the impact of items of a non-operational nature that affect comparability.

Current report

We have included a reconciliation of our non-GAAP financial measures to the most comparable financial measure calculated in accordance with GAAP. We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between us and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules.

Current report

The following table presents a reconciliation of net loss to Adjusted EBITDA:

Current report

Auralink’s primary performance obligations consist of SMS and VoiceIP transmission services. Each message or call is a distinct transaction, and revenue is recognized at the point in time when delivery is confirmed by the recipient carrier’s platform. These services are priced using dynamic Rate Decks, which vary by destination and time. The transaction price is allocated to each message or call based on its standalone selling price as reflected in the applicable Rate Deck. Auralink acts as principal in these transactions, as it controls the routing infrastructure, sets pricing, assumes delivery risk, and bears responsibility for service quality. Accordingly, revenue is recognized on a gross basis.

Current report

The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the consolidated financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.

Current report

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.

Current report

In November 2023, the FASB issued Accounting Standard Update (ASU) No. 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures (ASU 2023-07), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 should be applied on a retrospective basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company has adopted the reportable segment disclosure requirements with no significant impact on its disclosures.

Current report

In December 2023, the FASB issued ASU 2023-09-Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily by amending disclosure requirements for the effective tax rate reconciliation and income taxes paid. ASU 2023-09 should be applied on a prospective basis, and retrospective application is permitted. ASU 2023-09 is effective January 1, 2025.

Current report

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements.
Removed paragraphs (30)

Previous report

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.

Previous report

On September 27, 2024, the Company filed a Certificate of Amendment with the Secretary of State of Nevada, officially changing its legal name from Recruiter.com Group, Inc. to Nixxy, Inc., effective October 1, 2024. Additionally, the Company’s bylaws were amended to reflect the new name, effective October 1, 2024. The Company also announced, via a press release on September 30, 2024, that effective October 1, 2024, the Company’s common stock would begin trading under the new ticker symbol “NIXX” on the Nasdaq Stock Market, with its common stock purchase warrants trading under “NIXXW.” Subsequent Events On October 17, 2024, Nixxy, Inc. (the “Company”) issued two press releases: one outlining its strategy to acquire businesses in traditional markets and enhance their operations with advanced technology and data analytics, and another announcing the signing of a letter of intent to acquire a privately held wholesale gifts business as part of its initiative to leverage data in transforming old-line industry sectors. Both press releases are available as Exhibit 99.1 and Exhibit 99.2, respectively, in the Company’s Current Report on Form 8-K. On October 18, 2024, the Company announced an update regarding its previously disclosed plan to consolidate certain assets and liabilities into Atlantic Energy Solutions (OTC), which is to be rebranded as CognoGroup (“CognoGroup”). On August 8, 2024, the Company entered into a non-binding letter of intent with Just Got 2 Have It, Inc., and related entities (“JG”), for the acquisition of 100% of JG’s outstanding shares. The proposed acquisition terms include $6,000,000 in cash, 600,000 shares of newly issued restricted Company common stock, and options to purchase 600,000 additional shares at an exercise price of $1.50, exercisable up to three years post-closing. On November 1, 2024, Miles Jennings resigned from his position as Chief Financial Officer of Nixxy, Inc., effective immediately. His resignation was not due to any disagreement with the Company, and Mr. Jennings will continue his role as Managing Director of the Company’s subsidiary, Recruiter.com Recruiting Solutions, LLC. Concurrently, Xuqiang (Adam) Yang, a Certified Public Accountant with extensive experience in financial reporting and public company management, was appointed as the Company’s Chief Financial Officer. Mr. Yang will receive a fixed monthly compensation of $8,666. Also, on November 1, 2024, the Company issued a press release detailing updates on its strategic growth plans, including the ongoing acquisition of JustGot2HaveIt and the record date for the spinoff of CognoGroup. The record date for the CognoGroup spinoff is set for November 15, 2024, with the payable date anticipated in January 2025. This distribution will be available to shareholders of record as of the established record date.

Previous report

Cost of revenue was $0 for the three-month period ended September 30, 2024, compared to $0.3 million for the corresponding three-month period in 2023, representing a decrease of $0.3 million or 100%. This decrease resulted primarily from a decrease in compensation expense in line with the decrease in revenue and a higher margin revenue stream in 2024. Cost of revenue in 2023 was primarily attributable to third party staffing costs and other fees related to the recruitment and staffing business acquired from Genesys, which after its purchase, serves as our Recruiting Solutions division, as well as costs for contract recruiters supporting the Recruiters on Demand business.

Previous report

Our gross profit for the three-month period ended September 30, 2024, was $0.1 million, producing a gross profit margin of 100%. Our gross profit (loss) for the corresponding 2023 three-month period was ($70) thousand, producing a gross profit margin of -37%. The increase in the gross profit margin from the 2024 period to the 2023 period reflects the shift in the mix in sales for the period as revenue is now primarily generated through marketplace solutions.

Previous report

Our sales and marketing expense for the three-month period ended September 30, 2024, was $15 thousand compared to $85 thousand for the corresponding three-month period in 2023, a reduction of $70 thousand, which reflects a decrease in technology and advertising expenses.

Previous report

Other income (expense) for the three-month period ended September 30, 2024, was expense of $7.8 million compared to income of $787 thousand in the corresponding 2023 period. The principal factor for the additional expense in the current year is Loss on debt settlement of $9.1 million in the current period which is partially offset through a $1.5 million gain on assets sale.

Previous report

Nine Months Ended September 30, 2024, Compared to Nine Months Ended September 30, 2023:

Previous report

We had revenue of $0.5 million for the nine-month period ended September 30, 2024, as compared to $3.0 million for the nine-month period ended September 30, 2023, representing a decrease of $2.5 million or 84%. The decreases resulted primarily from decreases within our Recruiters on Demand, Consulting and Staffing Services, Software Subscriptions, and Revenue Share business lines of $1.8 million, $0.1 million, $0.4 million, and $0.1 million, respectively.

Previous report

Cost of revenue was $3 thousand for the nine-month period ended September 30, 2024, compared to $2.2 million for the corresponding nine-month period in 2023, representing a decrease of $2.2 million or 99%. Cost of revenue in 2023 was primarily attributable to third party staffing costs and other fees related to the recruitment and staffing business acquired from Genesys, which after its purchase, serves as our Recruiting Solutions division, as well as costs for contract recruiters supporting the Recruiters on Demand business.

Previous report

Our gross profit for the nine-month period ended September 30, 2024, was $0.5 million, producing a gross profit margin of 99%. Our gross profit for the corresponding 2023 three-month period was $0.8 million, producing a gross profit margin of 28%. The increase in the gross profit margin from the 2024 period to the 2023 period reflects the shift in the mix in sales for the period as revenue is now primarily generated through marketplace solutions.

Previous report

We had total operating expenses of $8.0 million for the nine-month period ended September 30, 2024, compared to $6.9 million for the corresponding nine-month period in 2023, an increase of $1.1 million or 16%. This increase was primarily due to an increase in general and administrative expenses of $1.8 million partially offset by decreases in sales and marketing, product and development, and amortization expenses of $0.2 million, $0.4 million, and $0.1 million, respectively.

Previous report

Our sales and marketing expense for the nine-month period ended September 30, 2024, was $107 thousand compared to $321 thousand for the corresponding nine-month period in 2023, a reduction of $213 thousand, which reflects a decrease in technology and advertising expenses.

Previous report

Our product development expense for the nine-months ended September 30, 2024, decreased to $32 thousand from $411 thousand for the corresponding period in 2023. This decrease was primarily attributable to a $379 thousand decrease in hosting and data expenses during the period.

Previous report

For the nine-months ended September 30, 2024, we had a net loss from continuing operations of $15.1 million compared to a net loss of $5.9 million during the corresponding nine-month period in 2023. For the nine-months ended September 30, 2024, we had a net income from discontinued operations of $0 thousand compared to a net income of $0.5 million during the corresponding nine-month period in 2023.

Previous report

Software subscription revenues are recognized over the term of the subscription for access to services and/or our web-based platform. Revenue is recognized monthly over the subscription term. Talent effectiveness subscription revenues are recognized over the term of the subscription when services are provided. Any payments received prior to the time passing to provide the subscription services are recorded as a deferred revenue liability. Revenue generated from the enhanced support package and On Demand support are recognized at the point-in-time when the service is provided. Revenue generated from placement fees that are related to the software subscription are recognized at the point-in-time when the 60 or 90-day guarantee expires.

Previous report

Recruiters On Demand services are billed to clients as either monthly subscriptions or time-based billings. Revenues for Recruiters On Demand are recognized on a gross basis when each monthly subscription service is completed. Talent Effectiveness consulting services are billed to clients upfront for a period of 12 months. Revenue is recognized on a gross basis monthly over the period the consulting services are provided.

Previous report

Full-time placement revenues are recognized on a gross basis when the guarantee period specified in each customer’s contract expires. No fees for direct hire placement services are charged to the employment candidates. Any payments received prior to the expiration of the guarantee period are recorded as a deferred revenue liability. Payments for recruitment services are typically due within 90 days of completion of services.

Previous report

Revenue share revenues represent a percentage of revenue we have earned in relation to client referrals we made to a third party. We record revenue in relation to revenue share on a net basis as an agent under this arrangement. We have concluded that net reporting is appropriate because we do not provide the underlying services and arrangements to meet the demands of the client that we referred to the third party. Revenue is recorded based on a net percentage of revenue that is shared between us and the third party and earned upon delivery of the services by the third party. The third party provides the underlying services in this arrangement.

Previous report

Sales tax collected is recorded on a net basis and is excluded from revenue.

Previous report

In accordance with ASC 205-20 Discontinued Operations, the results of certain Recruiter Businesses are presented as discontinued operations in the condensed consolidated statements of operations and, as such, have been excluded from continuing operations. The Company evaluated the divestitures of the Recruiter Business in accordance with ASC 205-20 and determined that transactions in aggregate represented a strategic shift that had a major impact on the Company. Accounting for discontinued operations and the related gain on sale of discontinued operations requires us to make estimates and judgements regarding the allocation of costs and net asset values to discontinued operations.
Reworded paragraphs (20)

Previous wording

Nixxy, Inc., a Nevada corporation (along with its subsidiaries, “we”, “the Company”, “us”, and “our”), is a holding company that, through its subsidiaries, operates recruitment and career-related software platforms. Historically, the Company offered additional recruitment-related services, including on-demand contract recruiting and staffing.

Current wording

Nixxy, Inc., a Nevada corporation (along with its subsidiaries, “we”, “the Company”, “us”, and “our”), is a holding company that, through its subsidiaries, operates recruitment and career-related software platforms. Historically, the Company offered additional recruitment-related services, including on-demand contract recruitment and staffing.

Previous wording

We have seven subsidiaries, Recruiter.com, Inc., Recruiter.com Recruiting Solutions LLC (“Recruiting Solutions”), 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”). Additionally, the Company owns a controlling interest in Atlantic Energy Solutions, Inc., a Colorado company that is traded on the OTC Markets (OTC:AESO).

Current wording

We have eight subsidiaries, Recruiter.com, Inc., Recruiter.com Recruiting Solutions LLC (“Recruiting Solutions”), 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”), and Auralink AI, Inc. (“Auralink”). Additionally, the Company owns a controlling interest in Atlantic Energy Solutions, Inc., a Colorado company that is traded on the OTC Markets (OTC: AESO).

Previous wording

The Company is currently undergoing a strategic transformation, having sold its staffing business in 2023 and sold its Recruiter.com website in Q3 of 2024. The Company has announced plans to shift its focus, along with its license agreement with GoLogiq, and spin out the recruitment-related businesses to Atlantic Energy Solutions, which is currently undergoing a name change to CognoGroup, Inc. There can be no assurance that the Company will be able to complete its planned spinout and strategic transformation.

Current wording

The Company is currently undergoing a strategic transformation, having sold its staffing business in 2023 and sold its Recruiter.com website in Q3 of 2024. The Company has announced plans to shift its focus, along with its license agreement with GoLogiq, and spin out the recruitment-related businesses to Atlantic Energy Solutions, which is currently undergoing a name change to CognoGroup, Inc. There can be no assurance that the Company will be able to complete its planned spin-out and strategic transformation.

Previous wording

Consulting and Staffing Services revenues represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out- of-pocket expenses, are also included in the net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. We assume the risk of acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services.

Current wording

Consulting and Staffing Services revenues represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are also included in the net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. We assume the risk of the acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services.

Previous wording

In the third quarter of 2024, the period ending September 30, 2024, the Company continued to concentrate on finalizing its strategic transactions critical to its evolution. The Company is in a period of profound change after significantly reducing its operating footprint to focus primarily on strategic financial matters. The Company also continued preparing for its planned spin-out transaction of certain operating assets to its Atlantic Energy Solutions subsidiary, which is currently being renamed CognoGroup, a Nevada Corporation (“CognoGroup”). CognoGroup is planned to hold the current recruitment-related technology assets, including Mediabistro, a job board for the media industry, as well as other assets and projects of the Company, such as its AI-enabled CandidatePitch software and RecruitingClasses.com.

Current wording

In the first quarter of 2025, the period ending March 31, 2025, the Company continued to concentrate on finalizing its strategic transactions critical to its evolution. The Company is in a period of profound change after significantly reducing its operating footprint to focus primarily on strategic financial matters. The Company also continued preparing for its planned spin-out transaction of certain operating assets to its Atlantic Energy Solutions subsidiary, which is currently being renamed CognoGroup, a Nevada Corporation (“CognoGroup”). CognoGroup is planned to hold the current recruitment-related technology assets, including Mediabistro, a job board for the media industry, as well as other assets and projects of the Company, such as its AI-enabled CandidatePitch software and RecruitingClasses.com.

Previous wording

We had revenue of $0.1 million for the three-month period ended September 30, 2024, as compared to $0.2 million for the three-month period ended September 30, 2023, representing a decrease of $48 thousand or 26%. The decreases resulted primarily from a decrease in our Recruiters on Demand business of $46 thousand or 100% as we transitioned this business to JobMobz, a Recruitment Process Outsourcing company.

Current wording

We had revenue of $1.4 million for the three-month period ended March 31, 2025, as compared to $0.2 million for the three-month period ended March 31, 2024, representing an increase of $1.2 million or 528%. The increase resulted primarily due to the increase in telecommunication services of $1.3 million.

Previous wording

We had total operating expenses of $5.6 million for the three-month period ended September 30, 2024, compared to $2.0 million for the corresponding three-month period in 2023, an increase of $3.6 million or 178%. This increase was due to decreases in sales and marketing, product development, and amortization expenses of $70, $70, and $86 thousand, respectively, which were offset by an increase in general and administrative expenses of $3.8 million.

Current wording

We had total operating expenses of $6.2 million for the three-month period ended March 31, 2025, compared to $1.3 million for the corresponding three-month period in 2024, an increase of $4.9 million or 384%. This increase was due to increases in general and administrative, sales and marketing, and cost of revenue of $3.0 million, $0.6 million, and $1.3 million respectively, which were partially offset by a decrease in amortization of intangibles of $42 thousand.

Previous wording

Our product development expense for the three-months ended September 30, 2024, decreased to $15 thousand from $85 thousand for the corresponding period in 2023 due to the reduction in operations and revenue during that same period.

Current wording

Our product development expense for the three-months ended March 31, 2025, increased to $18 thousand from $12 thousand for the corresponding period in 2024 due to an increase in hosting and data expense.

Previous wording

For the three-month period ended September 30, 2024, we incurred a non-cash amortization charge of $236 thousand as compared to $322 thousand for the corresponding period in 2023. The amortization expense in 2024 and 2023 relates to the intangible assets acquired from Genesys (now our Recruiting Solutions division), Scouted, Upsider, OneWire, Parrut Novo Group, and GOLQ in 2024.

Current wording

For the three-month period ended March 31, 2025, we incurred a non-cash amortization charge of $272 thousand as compared to $314 thousand for the corresponding period in 2024. The amortization expense in 2025 and 2024 relates to the intangible assets acquired from Genesys (now our Recruiting Solutions division), Scouted, Upsider, OneWire, Parrut Novo Group, GOLQ, Aqua Software, Wizco, and Savitr Tech.

Previous wording

General and administrative expense for the three-month period ended September 30, 2024, includes compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses. For the three-month period ended September 30, 2024, our general and administrative expenses were $5.2 million, including $4.7 million of non-cash stock-based compensation. In 2023, for the corresponding period, our general and administrative expenses were $1.5 million, including $344 thousand of non-cash stock-based compensation.

Current wording

General and administrative expense for the three-month period ended March 31, 2025, includes compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses. For the three-month period ended March 31, 2025, our general and administrative expenses were $3.9 million, including $2.2 million of non-cash stock-based compensation. In 2024, for the corresponding period, our general and administrative expenses were $0.9 million, including $300 thousand of non-cash stock-based compensation.

Previous wording

Other income (expense) for the nine-month period ended September 30, 2024, was expense of $7.6 million compared to income of $234 thousand in the corresponding 2023 period. The primary reason for the loss in 2024 was due to a loss on debt settlement of $9.2 million.

Current wording

Other income (expense) for the three-month period ended March 31, 2025, was income of $234 thousand compared to income of $275 thousand in the corresponding 2024 period.

Previous wording

For the three-months ended September 30, 2024, we had a net loss from continuing operations of $13.3 million compared to a net loss of $1.3 million during the corresponding three-month period in 2023. For the three-months ended September 30, 2024, we had a net income from discontinued operations of $0 thousand compared to a net income of $277 thousand during the corresponding three-month period in 2023.

Current wording

For the three-months ended March 31, 2025, we had a net loss from continuing operations of $4.5 million compared to a net loss of $0.8 million during the corresponding three-month period in 2024.

Previous wording

For the nine months ended September 30, 2024, net cash used in operating activities was $1.7 million, compared to net cash used in operating activities of $1.9 million for the corresponding nine-month period in 2023. For the nine months ended September 30, 2024, net loss was $15.1 million. Net loss includes non-cash items of depreciation and amortization expense of $844 thousand, bad debt recovery of $86 thousand, impairment expense of $25 thousand, loss on settlement of consulting agreement of $153 thousand, loss or (gain) on settlement of debt settlement of $8.5 million, stock-based compensation expense of $5.0 million, loss on fair value of marketable securities of $247 thousand, gain on sale of assets of $1.8 million, change in fair value of warrant liability of $73 thousand, and amortization of debt discount and debt costs of $177 thousand.

Current wording

For the three months ended March 31, 2025, net cash used in operating activities was $1.8 million, compared to net cash used in operating activities of $0.7 million for the corresponding three-month period in 2024. For the three months ended March 31, 2025, net loss was $4.6 million. Net loss includes non-cash items of depreciation and amortization expense of $278 thousand, bad debt expense of $4 thousand, stock based compensation expense of $2.2 million, loss on fair value of warrant liability of $8 thousand, gain on fair value of contingent consideration of $164 thousand, gain on fair value of derivative liability of $113 thousand, and gain on fair value of marketable securities of $2 thousand.

Previous wording

For the nine months ended September 30, 2023, net cash used in operating activities was $1.9 million, compared to net cash used in operating activities of $4.7 million for the corresponding nine-month period in 2022. For the nine months ended September 30, 2023, net loss was $5.3 million. Net loss includes non-cash items of depreciation and amortization expense of $974 thousand, bad debt expense of $175 thousand, equity-based compensation expense of $1.1 million, amortization of debt discount and debt costs of $1.2 million, and a factoring discount fee and interest of $20 thousand. Changes in operating assets and liabilities include primarily the following: accounts receivable decreased by $99 thousand and prepaid expenses and other current assets decreased by $684. Accounts payable, accrued liabilities, deferred payroll taxes, other liabilities, and deferred revenue increased in total by $245 thousand.

Current wording

For the three months ended March 31, 2024, net cash used in operating activities was $0.7 million. For the three months ended March 31, 2024, net loss was $0.8 million. Net loss includes non-cash items of depreciation and amortization expense of $320 thousand, bad debt recovery (expense) of $49 thousand, equity-based compensation expense of $300 thousand, warrant modification expense of $64 thousand, amortization of debt discount and debt costs of $177 thousand, unrealized loss on marketable securities of $109 thousand, and a gain on extinguishment of debt of $580 thousand. Changes in operating assets and liabilities include primarily the following: accounts receivable decreased by $392 thousand, and prepaid expenses and other current assets decreased by $30 thousand. Accounts payable, accrued liabilities, deferred payroll taxes, other liabilities, and deferred revenue decreased in total by $427 thousand.

Previous wording

For the nine months ended September 30, 2024, net cash provided by investing activities was $1.8 million. The principal factor was proceeds from a sale of assets for $1.8 million.

Current wording

For the three months ended March 31, 2025, net cash used in investing activities was $0.4 million. The principal factor was purchase of intangible assets of $0.4 million. The Company received $0.1 million for the three months ended March 31, 2024 from the sale of assets.

Previous wording

For the nine months ended September 30, 2024, net cash provided by financing activities was $1.2 million. The principal factor was issuance of common stock for $2.2 million which was partially offset by repayment of notes payable for $1.0 million.

Current wording

For the three months ended March 31, 2025, net cash provided by financing activities was $0.

Previous wording

Based on cash on hand as of September 30, 2024, of approximately $2.2 million, we do not have the capital resources to meet our working capital needs for the next 12 months.

Current wording

Based on cash on hand as of March 31, 2025, of approximately $0.3 million, we do not have the capital resources to meet our working capital needs for the next 12 months.

Previous wording

Our condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We incurred net losses and negative operating cash flows since inception. For the nine months ended September 30, 2024, we recorded a net loss of $15.6 million. We have not yet established an ongoing source of revenue that is sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.

Current wording

Our condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We incurred net losses and negative operating cash flows since inception. For the three months ended March 31, 2025, we recorded a net loss of $4.6 million. We have not yet established an ongoing source of revenue that is sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.

Previous wording

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ from management’s estimates and assumptions. Included in these estimates are assumptions used to estimate collection of accounts receivable, fair value of marketable securities, fair value of assets acquired and liabilities assumed in asset acquisitions and the estimated useful life of assets acquired, fair value of contingent consideration, asset acquisitions and business combinations, fair value of derivative liabilities, fair value of securities issued for acquisitions and business combinations, fair value of assets acquired and liabilities assumed in business combinations, fair value of intangible assets and goodwill, fair value of capitalized software, fair value of non-monetary transactions, deferred income tax asset valuation allowances, and valuation of stock based compensation expense.

Current wording

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ from management’s estimates and assumptions. Critical accounting estimates are the fair value of intangible assets and goodwill, and valuation of stock based compensation expense.

Previous wording

Marketplace Solutions revenues are recognized either on a gross basis when the advertising is placed and displayed or when lead generation activities and online publications are completed, which is the point at which the performance obligations are satisfied. Payments for marketing and publishing are typically due within 30 days of completion of services.

Current wording

Marketplace advertising revenues are recognized on a gross basis when the advertising is placed and displayed or when lead generation activities and online publications are completed, which is the point at which the performance obligations are satisfied. Payments for marketing and publishing are typically due within 30 days of completion of services. Job posting revenue is recognized at the end of the period the job is posted. Marketplace career services revenues are recognized on a gross basis upon distribution of resumes or completion of training courses, which is the point at which the performance obligations are satisfied. Payments for career services are typically due upon distribution or completion of services.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Consulting and Staffing Services revenues represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are also included in the net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. We assume the risk of the acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services.

Current report — wording carried from elsewhere

Contract liabilities result from transactions in which we have been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

For the nine-month period ended September 30, 2024, we incurred a non-cash amortization charge of $823 thousand as compared to $1.0 million for the corresponding period in 2023. The amortization expense in 2024 and 2023 relates to the intangible assets acquired from Genesys (now our Recruiting Solutions division), Scouted, Upsider, OneWire, Parrut Novo Group, and GOLQ in 2024.

Previous report — wording carried elsewhere

General and administrative expense for the nine-month period ended September 30, 2024, includes compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses. For the nine-month period ended September 30, 2024, our general and administrative expenses were $7.1 million, including $5.7 million of non-cash stock-based compensation. In 2023, for the corresponding period, our general and administrative expenses were $5.3 million, including $1.1 million of non-cash stock-based compensation.

Previous report — wording carried elsewhere

Revenues as presented on the statement of operations represent services rendered to customers less sales adjustments and allowances.