M&A - Nixxy, Inc.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425003805

Filing Summary: On March 28, 2025, Nixxy, Inc. entered into an Asset Purchase Agreement with Aqua Software Technologies Inc. Under the terms of the agreement, Nixxy will acquire specific assets related to billing and AI systems, including associated intellectual property. Aqua Software Technologies is known for its telecommunications and software development, focusing on billing systems and AI integration. As consideration for the acquisition, Nixxy will pay $3,800,000 in the form of restricted common shares priced at $1.82 each, totaling 2,087,912 shares. Additionally, Nixxy will pay $50,000 in cash shortly after closing and another $50,000 within 30 days post-closing. The full details of the agreement are documented in a filed exhibit with this report.

Document Link: View Document

Additional details:

Asset Purchase Agreement Date: 2025-03-28


Acquisition Amount: 3800000


Share Price: 1.82


Number Of Shares: 2087912


Initial Cash Payment: 50000


Subsequent Cash Payment: 50000


Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425002465

Filing Summary: On March 3, 2025, Nixxy, Inc., through its majority-owned subsidiary Atlantic Energy Solutions, Inc. (AESO), entered into an Asset Purchase Agreement (APA) with Wizco Group, Inc. Under the terms of the APA, AESO agrees to acquire Wizco's software-related assets, specifically tied to the AI-powered interview coaching platform, Ava. The acquisition includes key components such as intellectual property, customer data, business relationships, and other associated resources. As consideration for the acquisition, AESO will issue 16,666,667 shares of common stock to Wizco's stockholders. Additionally, AESO will provide 10,000,000 shares as Advisory Fees to Wizco's founders, with a structured vesting schedule for these shares. This transaction will rely on exemptions from registration under Section 4(a)(2) of the Securities Act and is subject to associated transfer restrictions. The detailed terms of the acquisition are outlined in the full text of the APA, which is incorporated in the filing as an exhibit.

Document Link: View Document

Additional details:

Date Of Report: 2025-03-03


Acquired Assets: software-related assets of Wizco Group, Inc.


Consideration Structure: 16,666,667 shares of common stock to Wizco's stockholders


Advisory Fees Structure: 10,000,000 shares of common stock to founders of Wizco, with 3,333,333 shares vesting immediately and the remaining shares vesting quarterly over 12 months


Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425001736

Filing Summary: On February 19, 2025, Nixxy, Inc. completed the acquisition of Savitr Tech OU through an Asset Purchase Agreement, where they acquired 100% of Savitr's assets related to billing and AI systems, dubbed 'TKOS Systems'. The acquisition involved a cash payment of $300,000 and a conditional share issuance constituting 4.9% of Nixxy's outstanding common stock, contingent on achieving $250,000 in revenue from TKOS Systems and maintaining a monthly revenue run rate of at least $5 million. A termination of a previously non-binding Letter of Intent with Just Got 2 Have It, Inc. was also announced to focus on telecommunications. Additionally, a Termination and Settlement Agreement was made with former CEO Yu-san “Debra” Chen Volpone, involving a total settlement of $350,000 and $25,000 for legal expenses. The key executive changes included the appointment of Miles Jennings as Interim Chief Executive Officer effective February 18, 2025, following the resignation of Debra Chen.

Document Link: View Document

Additional details:

Asset Purchase Amount: 300000


Percentage Of Shares: 4.9


Revenue Milestone Amount: 250000


Monthly Revenue Run Rate: 5000000


Settlement Amount: 350000


Legal Expenses: 25000


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