Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On September 4, 2025, Nixxy Inc. (the "Company") entered into a Convertible Line of Credit Agreement (the "Agreement") with Siwatex OÜ, a limited liability company incorporated in Estonia (the "Lender"), effective on September 2, 2025 (the "Effective Date"). Under the Agreement, the Lender has agreed to make available to the Company a convertible revolving line of credit in the principal amount of up to $2,000,000, that may be used to working capital and general corporate purposes of the Company and its subsidiaries (the "Credit Line").

The Company may request advances under the Credit Line ("Drawdowns") with a minimum increment of $50,000 each, and subject to a monthly maximum withdrawal amount that shall not exceed $500,000. Borrowings under the Agreement will bear interest at a fixed annual rate of 8.25%. Interest is payable quarterly in arrears, beginning 90 days after the first Drawdown, and thereafter every 90 days, with a final interest payment due twelve (12) months from the Effective Date (the "Maturity Date").

Under the Agreement, the Lender may convert any amount of interest or principal borrowed under the Agreement into shares of the Company's common stock, par value $0.0001, at a price per share no lower than $2.00 per share (any such shares, the "Conversion Shares"), with such price to only be increased under mutual agreement of the parties. Under the Agreement, if the Company files a registration statement with the Securities and Exchange Commission, the Company will, at the Lender's request, include any Conversion Shares in such registration statement.

Unless previously converted, all outstanding amounts shall be repaid on the Maturity Date. The Company may extend the Maturity Date by an additional twelve (12) months, subject to an extension fee of one percent (1%) or two percent (2%) of the outstanding principal balance as of the Maturity Date. The Company may terminate the Agreement, in whole or in part, at any time and for any reason, upon ten (10) Business Days' (as defined in the Agreement) prior written notice to the Lender.

The Agreement contains customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, the Investor represented to the Company, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Company issued, and will issue, the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The foregoing summary of the Agreement does not purport to be complete and are subject to, and qualified in its entirety by, such documents attached as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The shares of the Company's common stock issued, and the shares to be issued, under the Agreement were, and will be, sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The shares of common stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.