UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Effective March 28, 2025, Nixxy, Inc. (the “Company” or “Nixxy”) entered into an Asset Purchase Agreement (the “APA”) with Aqua Software Technologies Inc., a private Canadian corporation (“Aqua Software Technologies”), pursuant to which Nixxy agreed to acquire certain assets related to billing and AI systems, including associated intellectual property (the “Acquisition”).
Aqua Software Technologies specializes in telecommunications and software development, with a focus on billings systems, AI integration, wholesale long distance interconnections and sales. Pursuant to the APA, Nixxy acquired substantially all of Aqua Software Technologies’ assets related to billing and AI systems.
As consideration for the Acquisition, Nixxy agreed to pay Aqua Software Technologies $3,800,000, payable in restricted common shares of the Company. Each share is priced at $1.82, based on the closing price of Nixxy’s shares on NASDAQ as of March 28, 2025, resulting in a total of 2,087,912 restricted common shares. In addition, Nixxy agreed to pay $50,000 in cash within two business days of the closing date, and a further $50,000 in cash within 30 days of the closing date.
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 an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: April 1, 2025 | By: | /s/ Miles Jennings |
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| Name: | Miles Jennings |
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| Title: | Chief Executive Officer |
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