NIXXY, INC. FORM 10-K/A

 true Filed for EX-97.1 2024 FY 0001462223

 2024-01-01
 2024-12-31

 us-gaap: CommonStockMember

 2024-01-01
 2024-12-31

 NIXX:CommonStockPurchaseWarrantsMember

 2024-01-01
 2024-12-31

 2024-06-28

 2025-03-31

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No.1

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File Number 000-40563

 NIXXY, INC.

 (Exact Name of Registrant as Specified in Its Charter)

 Nevada

 90-1505893

 (State or Other Jurisdiction of

 Incorporation or Organization)

 (I.R.S. Employer

 Identification No.)

 123 Farmington Avenue, Suite 252

 Bristol, CT

 06010

 (Address of Principal Executive Offices)

 (Zip Code)

 (855) 931-1500

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of class

 Trading symbol

 Name of exchange on which registered

 Common Stock

 NIXX

 NASDAQ Capital Market

 Common Stock Purchase Warrants

 NIXXW

 NASDAQ Capital 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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 reporting company, or an emerging growth company.
See the definitions of a "large accelerated filer," "accelerated filer" and "smaller reporting company,"
and emerging growth company in Rule 12b-2 of the Exchange Act. (Check One)

 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 for complying 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 effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant 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-based compensation 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 the shares of Common Stock held by non-affiliates
of the registrant was approximately $ 5,911,000 based on $2.12, the closing price of the registrant's Common Stock on that date.

 As of March 31, 2025, the Company had
 18,259,792 shares of its Common Stock, par value $0.0001 per share, outstanding.

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 10-K/A ("Amendment")
is being filed to amend our Annual Report on Form 10-K (the "Annual Report") for the fiscal year ended December 31,
2024 (the "Original Filing"), filed with the U.S. Securities and Exchange Commission on March 31, 2025 (the "Original
Filing Date"). The sole purpose of this Amendment is to include Exhibit 97.1 to the exhibits included in the Annual
Report.

 Except as described above, no changes have been made to the Original
Filing and this Amendment does not modify, amend or update in any way any of the financial or other information contained
in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date.

 In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Registrant's principal executive officer
and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange
Act. The Registrant is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18
U.S.C. 1350) as no financial statements are being filed with this Amendment.

 EXHIBIT INDEX

 Exhibit

 Incorporated by Reference

 Filed or Furnished

 No.

 Exhibit Description

 Form

 Date

 Number

 Herewith

 2.1

 Agreement and Plan of Merger, by and between Recruiter.com Group, Inc., a Delaware corporation and Recruiter.com Group, Inc., a Nevada corporation, and a wholly owned subsidiary of the Company, resulting in the Company's reincorporation from the State of Delaware to the State of Nevada

 03/09/21

 2.1

 2.2

 Technology License and Commercialization Agreement between Recruiter.com Group, Inc. and GoLogiq, Inc., dated February 23, 2024

 02/23/24

 2.1

 2.3

 Stock Purchase Agreement, by and between Recruiter.com Group, Inc. and GoLogiq Inc., dated June 5, 2023.

 06/05/23

 2.1

 2.4

 Asset Purchase Agreement, dated as of August 16, 2023, by and between Recruiter.com Group, Inc. and Job Mobz Inc.

 08/16/23

 3.1

 Articles of Incorporation

 06/25/20

 3.1(a)

 3.2

 Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 27, 2024

 09/26/24

 3.1

 3.3

 Bylaws, as Amended

 09/26/24

 3.2

 3.4

 Certificate of Designation of Series E Convertible Preferred Stock

 06/25/20

 3.1(c)

 3.5

 Certificate of Change pursuant to NRS 78.209, filed with Nevada Secretary of State on June 17, 2021

 06/24/21

 3.1

 3.6

 Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State on August 22, 2023

 08/28/23

 3.1(d)

 3.7

 Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 3, 2024

 09/10/24

 3.1(e)

 4.1

 Warrant Agent Agreement by and between Recruiter.com Group, Inc., and Philadelphia Stock Transfer, Inc., dated July 2, 2021, including global certificate and form of Warrant used for issuance of Unit Warrants

 07/06/21

 4.3

 4.2

 Promissory Note issued to Parrut, Inc. on July 7, 2021

 07/12/21

 4.1

 4.3

 Promissory Note issued to Novo Group, Inc. on August 27, 2021

 09/02/21

 4.1

 4.4

 Form of Representative Warrants

 07/06/21

 4.1

 4.5

 Form of Placement Agent Warrants

 07/06/21

 4.2

 4.6

 Form of Amended and Restated Warrant

 S-1

 12/17/21

 4.5

 4.7

 Description of securities registered under Section 12 of the Exchange Act of 1934

 10-K/A

 08/14/24

 4.7

 4.8

 Form of Common Stock Purchase Warrant granted on August 17, 2022

 08/17/22

 4.1

 4.9

 Form of Common Stock Purchase Warrant granted on August 30, 2022

 08/31/22

 4.1

 4.10

 Warrant to Purchase Stock issued on October 19, 2022+

 10/20/22

 4.1

 4.11

 Form of First Amendment to Common Stock Purchase Warrant, dated as of February 3, 2023

 02/08/23

 4.1

 10.1

 2017 Equity Incentive Plan*

 06/29/18

 10.11

 10.2

 Recruiter.com Group, Inc. 2021 Equity Incentive Plan*

 DEFA

 07/28/21

 A

 10.3

 Securities Purchase Agreement, dated November 20, 2024, by and between the Company and the Purchasers

 11/20/24

 10.1

 10.4

 Asset Purchase Agreement, dated February 19, 2025, between Nixxy, Inc. and Savitr Tech OU

 02/14/25

 10.1

 10.5

 Bilateral Agreement, dated February 24, 2025, between Mexedia S.p. A. SB and Nixxy, Inc.

 02/24/25

 10.1

 10.6

 Employment Agreement, dated February 24, 2025, between Nixxy, Inc. and Miles Jennings

 02/24/25

 10.2

 10.7

 Asset Purchase Agreement dated March 3, 2025 by and between Atlantic Energy Solutions Inc. and Wizco Group, Inc.

 03/07/25

 10.1

 10.8

 Form of Debt Settlement and Release Agreement, dated September 19, 2024

 09/19/24

 10.2

 10.9

 Recruiter.com Group, Inc. 2024 Equity Incentive Plan

 09/12/24

 10.1

 21.1

 Subsidiaries

 03/09/21

 21.1

 23.1

 Consent of Salberg & Company, P.A.

 03/31/25

 23.1

 31.1

 Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer

 Filed

 31.2

 Rule 13a-14/15d-14(a) certification of Chief Financial Officer

 Filed

 32.1

 Section 1350 certification of Chief Executive Officer

 03/31/25

 32.1

 32.2

 Section 1350 certification of Chief Financial Officer

 03/31/25

 32.2

 97.1

 Policy Relating to Recovery of Erroneously Awarded Compensation

 Filed

 101.INS

 Filed

 101.SCH

 Filed

 Cover Page Interactive Data File (embedded within the inline document and included in Exhibit 101)

 Filed

 *

 Management contract or compensatory plan or arrangement.

 **

 This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

 +

 Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplemental to the Securities and Exchange Commission staff upon request.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 NIXXY, INC.

 Dated: April 21, 2025

 By:

 /s/ Miles Jennings

 Miles Jennings

 Interim Chief Executive Officer