Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

APA with NexGenAI Holding Group, Inc.

On June 3, 2025 (the "Closing Date"), Nixxy, Inc. (the "Company" or "Nixxy") entered into an Asset Purchase Agreement (the "APA") with NexGenAI Holding Group, Inc., a Delaware corporation ("NexGenAI"), pursuant to which Nixxy agreed to acquire certain assets related to NexGenAI's technology stack and AI systems, including associated intellectual property (the "Acquisition").

NexGenAI specializes in generative AI and machine learning applications, with a focus on building custom solutions to boost revenue and improve efficiency across various sectors. Pursuant to the APA, Nixxy acquired substantially all of NexGenAI's assets related to software development and its technology stack.

As consideration for the Acquisition, Nixxy agreed to pay NexGenAI $2,250,000 (the "Purchase Price"), payable in restricted shares of Nixxy's common stock, par value $0.0001 ("Common Stock"). The Shares will be issued to NexGenAI in four (4) installments: (i) $750,000 worth of Shares shall be issued within two business days of the Closing Date, based on the volume-weighted average price of Common Stock traded on the Nasdaq Stock Exchange over the ten (10) consecutive trading days (the "10-Day VWAP") immediately preceding the Closing Date; (ii) $500,000 hares shall be issued three (3) months after the Closing Date, based on the 10-Day VWAP immediately preceding such date; (iii) $500,000 worth of Shares shall be issued six (6) months after the Closing Date, based on the 10-Day VWAP immediately preceding such date; and (iv) $500,000 worth of Shares shall be issued nine (9) months after the Closing Date, based on the 10-Day VWAP immediately preceding such date.

The APA also contains representations, warranties and indemnification obligations of the parties customary for transactions similar to those contemplated by the APA.

The foregoing is a summary of the material terms of the APA and does not purport to be a complete statement of the rights, obligations, or provisions contained therein. This summary is qualified in its entirety by reference to the full text of the APA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Private Offering

On June 3, 2025, the Company entered into a subscription agreement (the "Subscription Agreement") with a certain accredited investor (the "Investor") pursuant to which the Company agreed to sell and issue to the Investor in a private placement (the "Offering") an aggregate of 267,000 shares of Common Stock at a price per share of $1.50 for total proceeds of $400,500. The Subscription Agreement contains certain piggyback registration rights, customary representations and warranties and certain indemnification rights and obligations of the parties.

The foregoing summary of the Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

The disclosure required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. Neither the Shares nor the Common Stock to be issued in the Offering has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws, and will be issued pursuant to and in accordance with the exemption from registration under the Securities Act, under Section 4(a)(2) promulgated under the Securities Act. The Common Stock of the Company may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable U.S. state securities laws. This Current Report on Form 8-K is not an offer to sell nor is it a solicitation of an offer to buy the securities described herein.