Nixxy Inc 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number000-53641 NIXXY, INC. (855)931-1500(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: NASDAQCapital MarketNASDAQCapital Market Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of a “large accelerated filer,” “accelerated filer” and “smaller reportingcompany,” and emerging growth company in Rule 12b-2 of the Exchange Act. (Check One) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the fi ling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of theshares of Common Stock held by non-affiliates of the registrant was approximately $5,911,000based on $2.12, the closing price of theregistrant’s Common Stock on that date. As of March 31, 2025, the Company had18,259,792shares of its Common Stock, par value $0.0001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE PART I Item 1.Description of the Business5Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments30Item 2.Properties31Item 3.Legal Proceedings31Item 4.Mine Safety Disclosures31PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities32Item 6Reserved32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures About Market Risk49Item 8.Financial Statements and Supplementary Data49Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure49Item 9A.Controls and Procedures49Item 9B.Other Information50Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection50PART IIIItem 10.Directors, Executive Officers and Corporate Governance51Item 11.Executive Compensation54Item 12.Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters56Item 13.Certain Relationships, Related Transactions and Director Independence57Item 14.Principal Accounting Fees and Services58PART IVItem 15.Exhibits, Financial Statement Schedules59Exhibit Index60Item 16Form 10-K Summary61Signatures62 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995. All statements contained in this Annual Report, other than statements of historical fact,including s