Nixxy, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| Page No. | ||
|---|---|---|
| PART I | ||
| Item 1. | Description of the Business | 1 |
| Item 1A. | Risk Factors | 6 |
| Item 1B. | Unresolved Staff Comments | 15 |
| Item 1C. | Cybersecurity | 15 |
| Item 2. | Properties | 16 |
| Item 3. | Legal Proceedings | 16 |
| Item 4. | Mine Safety Disclosures | 17 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 18 |
| Item 6 | Reserved | 18 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 27 |
| Item 8. | Financial Statements and Supplementary Data | 27 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 27 |
| Item 9A. | Controls and Procedures | 27 |
| Item 9B. | Other Information | 28 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection | 28 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 29 |
| Item 11. | Executive Compensation | 31 |
| Item 12. | Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters | 32 |
| Item 13. | Certain Relationships, Related Transactions and Director Independence | 34 |
| Item 14. | Principal Accounting Fees and Services | 35 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 36 |
| Exhibit Index | 36 | |
| Signatures | 38 | |
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Annual Report, other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, potential growth or growth prospects, future research and development, sales and marketing and general and administrative expenses, and our objectives for future operations, are forward-looking statements. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “anticipates,” “intends,” “expects,” “could,” “would,” “projects,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including without limitation, the following:
| · | our ability to continue as a going concern; |
| · | raise additional capital, if needed, to support our operations; |
| · | the rate and degree of market acceptance of our products and services; |
| · | our ability to expand our sales organization to address effectively existing and new markets that we intend to target; |
| · | impacts from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries; |
| · | our ability to compete effectively in a competitive industry; |
| · | our ability to achieve positive cash flow, maintain financial viability, and meet our financial obligations as they become due; |
| · | our ability to continue to meet the Nasdaq Capital Market requirements; |
| · | our ability to achieve our financial and operational objectives; |
| · | the availability of qualified employees; |
| · | general business and macroeconomic conditions; |
| · | our ability to secure and protect intellectual property rights or obtain necessary licenses; |
| · | our ability to avoid infringement of third-party intellectual property rights; |
| · | unanticipated costs, liabilities, or charges arising from violations of covenants under existing or future financing agreements; |
| · | our ability to operate our platforms free from security breaches or cybersecurity incidents; and |
| · | our ability to identify, acquire, and successfully integrate complementary businesses, assets, or strategic partnerships. |
We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Item 1A, Risk Factors” in this Annual Report and in other filings we make with the Securities and Exchange Commission (“SEC”).
We operate in a competitive and rapidly evolving environment, and new risks and uncertainties may emerge from time to time. It is not possible for us to predict all risks or assess the impact of all factors that may affect our business. As a result, actual results, performance, or achievements may differ materially from those expressed or implied in the forward-looking statements.
Forward-looking statements speak only as of the date of this Annual Report. Except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, new information, or changes in expectations.
You should read this Annual Report and the documents incorporated by reference herein with the understanding that our actual future results and performance may differ materially from what we currently expect.
ii
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, liquidity, results of operations and prospects. These risks are discussed more fully in Item 1A. Risk Factors. These risks include, but are not limited to, the following:
Risk Factors Related to the Business of the Company
| · | Because we have a history of net losses, we may never achieve or sustain profitability or positive cash flow from operations. |
| · | We will need to raise additional funds in the near future in order to execute our business plan and these funds may not be available to us when we need them. If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected. |
| · | If we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation. |
| · | Our telecommunications line of business is highly sensitive to declining prices, which may adversely affect our revenues and margins. |
| · | The telecommunications industry is characterized by intense price competition, which has resulted in declines in both our average per-minute price realizations and our average per-minute termination costs. |
| · | Our products face intense competitive challenges, including rapid technological changes and pricing pressure from competitors, which could adversely affect our business. |
| · | Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall. |
| · | The termination of our carrier agreements or our inability to enter into new carrier agreements in the future could materially and adversely affect our ability to compete, which could reduce our revenues and profits. |
| · | Our customers could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties in collecting our receivables. |
| · | We may fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions. |
| · | We may seek business combination opportunities in industries or sectors that are outside of our management’s area of expertise. |
| · | Changes to federal, state and foreign government regulations and decisions in regulatory proceedings, as well as private litigation, could further increase our operating costs and/or alter customer perceptions of our operations, which could materially adversely affect us. |
| · | We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise be compatible with us as expected. |
iii
| · | Any business we acquire will likely lack diversity of operations or geographical reach, and in such case we will be subject to risks associated with dependence on a single industry or region. |
| · | Our AI systems may not perform as intended. |
| · | Natural disasters, terrorist acts, acts of war, pandemics, cyber-attacks or other breaches of network or information technology security may cause equipment failures or disrupt our operations. |
| · | If we are unable to successfully manage growth, our operations could be adversely affected. |
| · | If we are unable to respond to technological advancements and other changes in our industry by developing and releasing new services, or improving our existing services, in a timely and cost-effective manner or at all, our business could be materially and adversely affected. |
| · | The loss of key personnel could disrupt the management and operations of our business. |
| Risk Factors Related to Uncertainty | |
|---|---|
| · | We may be subject to securities litigation, which is expensive and could divert management attention. |
| · | We may be subject to tax and regulatory audits which could subject us to liabilities. |
| · | Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business. |
| Risk Factors Related to our Shares | |
| · | Due to factors beyond our control, our stock price may be volatile. |
| · | Future issuance of our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing. |
| · | We do not currently intend to pay dividends on our common stock in the foreseeable future, and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock. |
iv
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.