--- schema_version: "secwatch.filing_event.v1" accession: "0001654954-23-010602" form_type: "8-K" ticker: "NIXX" cik: "0001462223" company_name: "Nixxy, Inc." filed_at: "2023-08-11T23:59:59+00:00" generated_at: "2026-06-11T14:09:26.689450+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Recruiter.com sells client contracts and staff for $500K in stock plus earnout; extends note maturity ## Summary - 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. ## SEC filing metadata - accession: 0001654954-23-010602 - form_type: 8-K - ticker: NIXX - cik: 0001462223 - company_name: Nixxy, Inc. - filed_at: 2023-08-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 2.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1462223/000165495423010602/0001654954-23-010602-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1462223/000165495423010602/rcrt_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001654954-23-010602 - JSON: https://secwatch.observer/filing/0001654954-23-010602.json - Plain text: https://secwatch.observer/filing/0001654954-23-010602.txt ## Key facts - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1462223/000165495423010602/0001654954-23-010602-index.htm - M&A Transactions 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) source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1462223/000165495423010602/0001654954-23-010602-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1462223/000165495423010602/0001654954-23-010602-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1462223/000165495423010602/0001654954-23-010602-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.