Nixxy, Inc. 8-K

What Happened

• Nixxy, Inc. (NIXX) filed an 8‑K reporting that on March 30, 2026 it entered into share purchase agreements selling 1,481,481 shares of common stock at $0.675 per share to five investors for total gross proceeds of $1,000,000. The company received proceeds from third parties or designees tied to those investors and is finalizing the funding reconciliation. The purchase agreements include customary representations and warranties for the parties.
• The company also reported a change in auditors: HTL International, LLC was dismissed as the company’s independent registered public accounting firm effective April 2, 2026 (the Audit Committee and Board approved the decision), and KG CPA LLP was engaged as the new independent registered public accountant effective March 30, 2026. HTL issued no reports while engaged, reported no disagreements or “reportable events,” and furnished a letter agreeing with the disclosure.

Key Details

• Shares sold: 1,481,481 common shares at $0.675 per share; total proceeds $1,000,000 (agreements dated March 30, 2026; price agreed in Feb. 2026).
• Buyers: five investors (funding provided by certain third parties/designees; final funding arrangements being reconciled).
• Auditor change: HTL dismissed April 2, 2026; KG CPA LLP engaged March 30, 2026. No disagreements or reportable events were noted between HTL and the company.
• The share issuance was disclosed as an unregistered sale of equity securities under Item 3.02 of the filing.

Why It Matters

• Capital and dilution: The $1.0M equity sale provides near‑term capital for the company but increases shares outstanding by 1,481,481 shares, which may dilute existing shareholders. Investors should watch for updates on how the company uses the proceeds and any further financings.
• Auditor transition: A change in independent auditors draws investor attention, but the filing states there were no disagreements or reportable events with the former auditor and that a new auditor was engaged. That reduces immediate red flags, though investors should review upcoming audited financials for any changes in audit opinion or disclosures.