8-K
filed August 11, 2023, 7:59 PM ET
ticker NIXX
CIK 0001462223
other material
confidence high
sentiment neutral
materiality 0.60
Nixxy, Inc. (NIXX): M&A transaction — Recruiter.com sells client contracts and staff for $500K in stock plus earnout; extends note maturity
Nixxy, Inc.
- Sold client contracts and associated staff to Insigma and Akvarr (Futuris units) for $500K in FTRS stock plus up to $2M earnout.
- Amended $1M promissory notes with Calvary Fund; maturity extended 180 days in exchange for $50K in stock or cash.
- Pro forma gain on sale estimated at $1.588M; assets removed from ongoing operations.
- Disposition reduces revenue and cost of goods sold; general corporate overhead continues post-closing.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Nixxy, Inc. amended debt with Calvary Fund I LP maturing original maturity dates of August 17, 2023 and August 30, 2023, respectively.
- Counterparty
- Calvary Fund I LP
- Maturity
- original maturity dates of August 17, 2023 and August 30, 2023, respectively
- Event
- amendment
Exact text from the filing
On August 7, 2023, the Company and Calvary amended the Notes by entering into an amendment (the “Amendment”) to extend the maturity date of the Notes by 180 days from their original maturity dates of August 17, 2023 and August 30, 2023, respectively
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.4
Nixxy, Inc. completed a disposition involving Insigma, Inc. and Akvarr, Inc. (wholly owned subsidiaries of Futuris Company).
- Action
- disposition
- Counterparty
- Insigma, Inc. and Akvarr, Inc. (wholly owned subsidiaries of Futuris Company)
Exact text from the filing
Upon the terms and subject to the conditions of the Agreements, Recruiter Consulting agreed to sell its right, title, and exclusive interest in certain client contracts and associated staff, contractors, business information, and relationships related thereto (collectively, the "Acquired Assets") to Insigma and Akvarr (the “Disposition”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Nixxy, Inc. entered into Insigma Agreement with Insigma, Inc. valued at Consideration consists of shares of common stock of FTRS equal to $500,000 based on 30 day VWAP, plu (effective 2023-08-09).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Insigma, Inc.
- Value
- Consideration consists of shares of common stock of FTRS equal to $500,000 based on 30 day VWAP, plu
- Effective
- 2023-08-09
Exact text from the filing
Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreements On August 9, 2023, (i) Recruiter.com Consulting, LLC (“Recruiter Consulting”), a Texas limited liability company and a wholly owned subsidiary of Recruiter.com Group, Inc. (the “Company”), and Insigma, Inc., a Virginia corporation ("Insigma") and a wholly owned subsidiary of Futuris Company, a Wyoming corporation (“FTRS”), entered into an asset purchase agreement (the “Insigma Agreement”) and (ii) Recruiter Consulting and Akvarr, Inc., a Delaware corporation (“Akvarr") and a wholly owned subsidiary of FTRS, entered into an asset purchase agreement (the “Akvarr Agreement" and, together with the Insigma Agreement, collectively the “Agreements”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Nixxy, Inc. entered into Akvarr Agreement with Akvarr, Inc. valued at Consideration consists of shares of common stock of FTRS equal to $500,000 based on 30 day VWAP, plu (effective 2023-08-09).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Akvarr, Inc.
- Value
- Consideration consists of shares of common stock of FTRS equal to $500,000 based on 30 day VWAP, plu
- Effective
- 2023-08-09
Exact text from the filing
Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreements On August 9, 2023, (i) Recruiter.com Consulting, LLC (“Recruiter Consulting”), a Texas limited liability company and a wholly owned subsidiary of Recruiter.com Group, Inc. (the “Company”), and Insigma, Inc., a Virginia corporation ("Insigma") and a wholly owned subsidiary of Futuris Company, a Wyoming corporation (“FTRS”), entered into an asset purchase agreement (the “Insigma Agreement”) and (ii) Recruiter Consulting and Akvarr, Inc., a Delaware corporation (“Akvarr") and a wholly owned subsidiary of FTRS, entered into an asset purchase agreement (the “Akvarr Agreement" and, together with the Insigma Agreement, collectively the “Agreements”).
View on SEC.gov
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