Nixxy, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
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Item 13. CERTAIN RELATIONSHIPS RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Related Party Transactions
The following is a summary of transactions since January 1, 2025 to which the Company was a participant in which the amount involved exceeded $120,000 and in which any director, executive officer, or beneficial owner of more than 5% of the Company’s common stock, or any immediate family member of the foregoing, had a direct or indirect material interest.
Termination and Settlement Agreement
On February 20, 2025, the Company and Yu-san “Debra” Chen Volpone, former Chief Executive Officer, entered into a Termination and Settlement Agreement, whereby the Company agreed to settle any amounts due under her employment agreement, dated January 1, 2025, for an aggregate $350,000 plus an additional reimbursement of $25,000 in legal expenses.
Everythink Asset Acquisition
On August 12, 2025, the Company entered into and closed an Asset Purchase Agreement with Everythink Innovation Limited (“Everythink”), pursuant to which the Company acquired certain intellectual property and related assets. The aggregate consideration consisted of:
| · | 2,000,000 shares of the Company’s common stock, valued at $1.89 per share on the closing date; and |
| · | Cash consideration of $150,000, payable upon the earlier of (i) the Company maintaining a cash balance in excess of $1.3 million, or (ii) the closing of a financing that increases the Company’s cash balance to $1.3 million within 90 days of execution of the agreement. |
Everythink Innovation Limited is a beneficial owner of more than 5% of the Company’s common stock.
Savitr Asset Acquisition
On February 20, 2025, the Company acquired certain intellectual property assets from Savitr Tech OU for cash consideration of $300,000. In addition, the agreement provides for contingent equity consideration equal to:
| · | 4.9% of the Company’s total issued and outstanding common shares upon achievement of $250,000 in revenue generated by the acquired assets; and |
| · | An additional 4.9% of the Company’s total issued and outstanding common shares upon achievement of $5 million in revenue generated by the acquired assets. |
Savitr Tech OU is a beneficial owner of more than 5% of the Company’s common stock.
Divestment of Legacy Business
On December 30, 2025, the Company completed the divestment of its legacy business pursuant to a separation and distribution agreement. In connection with the transaction, equity interests associated with the divestment were distributed to certain former directors and officers of the Company.
Director Independence
The Board of Directors has determined that each of the Company’s current non-employee directors is independent within the meaning of the applicable Nasdaq Listing Rules.
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