Nixxy completes spin-out of CognoGroup, retains ~19.99% ownership

Nixxy, Inc.

Nixxy separated its legacy Marketplace business into CognoGroup (OTC: CGNO); Nixxy holds ~19.99% fully diluted equity.
Press release on Jan 5, 2026 cites enhanced strategic focus on AI communications infrastructure and reduced operating costs.
Nixxy intends to file Form 10 to distribute remaining CognoGroup shares pro rata to eligible shareholders.
CEO Mike Schmidt says the spin-out improves operating leverage as Nixxy scales its AI platform into 2026.
The separation follows a year of rapid revenue growth and platform scaling for Nixxy.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Nixxy, Inc. entered into Master Distribution Agreement with CognoGroup, Inc. valued at Distribution of all outstanding shares of CognoGroup common stock to stockholders (effective 2025-12-31).

Action: entry
Agreement: supply
Counterparty: CognoGroup, Inc.
Value: Distribution of all outstanding shares of CognoGroup common stock to stockholders
Effective: 2025-12-31

Exact text from the filing

On December 31, 2025, Nixxy, Inc. (the “Company”) entered into a Master Distribution Agreement (the “Distribution Agreement”) with CognoGroup, Inc., a Colorado corporation and majority-owned subsidiary of the Company.

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306 material agreements filed in the last 30 days. Browse all material agreements →

Nixxy, Inc. filing history →

Source: SEC EDGAR

accession 0001683168-26-000143

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