FORM10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended:September 30, 2025 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number:001-40563 NIXXY, INC. (Exact name of registrant as specified in its charter) Nevada90-1505893(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1178 Broadway,3rd FloorNew York,NY10001(Address of principal executive offices)(Zip Code) Issuer’s telephone number(877)708-8868 (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredTheNasdaqStock Market LLC Common StockCommon Stock Purchase Warrants TheNasdaqStock Market LLC 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 “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated Filer☒Smaller reporting company☒Emerging growth company☒ 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of October 23, 2025, the number of shares of the registrant’s common stock outstanding was24,875,578. TABLE OF CONTENTS Part I - Financial Information Item 1.Condensed Consolidated Financial Statements3Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 20243Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and2024 (Unaudited)4Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months endedSeptember 30, 2025 and 2024 (Unaudited)5Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024(Unaudited)7Notes to Unaudited Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations51Item 3.Quantitative and Qualitative Disclosures About Market Risk62Item 4.Controls and Procedures62 Item 1.Legal Proceedings64Item 1A.Risk Factors65Item 2.Unregistered Sales of Equity Securities and Use of Proceeds65Item 3.Defaults Upon Senior Securities65Item 4.Mine Safety Disclosures65Item 5.Other Information65Item 6.Exhibits65 Nixxy, Inc. and SubsidiariesCondensed Consolidated Balance Sheets Nixxy, Inc. and SubsidiariesCondensed Consolidated Statements of OperationsFor the Three and Nine Months ended September 30, 2025 and 2024(Unaudited) Nixxy, Inc. and SubsidiariesCondensed Consolidated Statement of Changes in Stockholders’ Equity For The Three and Nine Months Ended September 30, 2025, and 2024(Unaudited) Nixxy, Inc. and SubsidiariesCondensed Consolidated Statements of Cash FlowsFor the Nine Months ended September 30, 2025, and 2024(Unaudited) Nixxy, Inc. and SubsidiariesNotes to unaudited Condensed Consolidated StatementsSeptember 30, 2025 NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Nixxy, Inc. (the “Company”), formerly known as Recruiter.com Group, Inc., is a Nevada corporation headquartered in New York, NewYork. The Company operates as a holding company with the following wholly-owned subsidiaries: Recruiter.com, Inc., Nixxy, LLC,Recruiter.com Consulting, LLC, VocaWorks, Inc. (“VocaWorks”), Recruiter.com Scouted Inc. (“Scouted”), Recruiter.com Upsider Inc.(“Upsider”), Recruiter.com OneWire Inc. (“OneWire”), and Auralink AI, Inc. (“Auralink”). Unless otherwise indicated, references tothe “Company,” “we,” “us,” or “our” refer to Nixxy, Inc. and its consolidated subsidiaries. On September 27, 2024, the Company filed with the Secretary of the State of Nevada a Certificate