Nixxy, Inc. — fact timeline

Nixxy, Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“October 31, 2023, the Company received a notification letter (the “Notification”) from the Staff stating that based on further review and the Company’s plan to regain compliance, the Staff has determined to grant the Company an extension to regain and evidence such compliance with the Minimum Stockholders’ Equity Requirement until February 13, 2024. If the Company’s does not regain compliance by such date, the Company’s securities may be subject to delisting and although the Company will have an opportunity to appeal the decision pursuant to Nasdaq Listing Rule 5815(a); there can be no assura”

Miles Jennings was appointed as Interim Chief Financial Officer at Nixxy, Inc..

“On September 10, 2023, the Board of Directors of Recruiter.com Group, Inc. (the “Company”) appointed Miles Jennings, President and CEO of the Company and a member of the Board of the Directors (the “Board”), to hold the additional position of Interim Chief Financial Officer.”

Nixxy, Inc. amended Amendment to Stock Purchase Agreement with GoLogiq Inc. valued at 19.99% of the number of issued and outstanding shares of the Buyer Common Stock on the business day (effective 2023-08-29).

“On August 29, 2023, the Buyer and the Seller entered into that certain Amendment to Stock Purchase Agreement with the Seller (the "August 29 th Amendment").”

Nixxy, Inc.: Reverse stock split at 1-for-15 ratio and proportional decrease of authorized common shares from prior amount to 6,666,667 shares, effective August 25, 2023 (effective 2023-08-25).

“On August 22, 2023, Recruiter.com Group, Inc. (the “Company”) filed a Certificate of Change pursuant to Nevada Revised Statutes (“NRS”) 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Common Stock, and the proportional decrease of the Company’s authorized shares of Common Stock at a ratio of one-for-fifteen (15) (the “Stock Split”).”

Nixxy, Inc. amended credit facility with Montage Capital II, L.P. maturing the earlier of (i) the four month anniversary of the initial closing of the Purchase Agreement or (ii) February 28, 2024.

“The Montage Amendment modifies that certain Loan and Security Agreement by and among the Company, its subsidiaries, and Montage, as amended (the “Loan and Security Agreement”) to join CognoGroup, Inc. as an additional borrower to the Loan and Security Agreement and amend and restate the definition of “Maturity Date” to the earlier of (i) the four month anniversary of the initial closing of the Purchase Agreement or (ii) February 28, 2024.”

Nixxy, Inc. entered into Asset Purchase Agreement with Job Mobz Inc. valued at $1,800,000 (effective 2023-08-16).

“On August 16, 2023, Recruiter.com Group, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Job Mobz Inc., a California corporation (“Job Mobz”). Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to sell and assign its right, title, and interest in the domain name www.Recruiter.com and the assets generally used to operate the business associated therewith (the “Purchased Assets”) to Job Mobz for an aggregate purchase price of $1,800,000, subject to certain adjustments provided therein.”

Nixxy, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“On August 17, 2022, the Company received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirements set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”) because (i) its stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the period ended June 30, 2023 was not at least $2,500,000 and (ii) the Company does not currently meet the alternatives of market value of listed sec”

Nixxy, Inc. entered into Purchase Agreement with the investor named on the signature page thereto valued at approximately $1.036 million (effective 2023-08-17).

“On August 17, 2023, Recruiter.com Group, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with the investor named on the signature page thereto (the “ Purchaser ”), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 1,950,000 shares (the “ Shares ”) of common stock, par value $0.0001, of the Company (“ Common Stock ”) at a purchase price of $0.3108 per Share and accompanying Warrant (as defined below), and (ii) 1,383,333 pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase up to an aggregate of 1,383,333 shares of Common Stock (the “ Pre-Funded Warrant Shares ”) at a purchase price of $0.3107 per Pre-Funded Warrant and accompanying Warrant, for aggregate gross proceeds to the Company of approximately $1.036 million”

Nixxy, Inc. completed a disposition involving Insigma, Inc. and Akvarr, Inc. (wholly owned subsidiaries of Futuris Company).

“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”).”

Nixxy, Inc. amended debt with Calvary Fund I LP maturing original maturity dates of August 17, 2023 and August 30, 2023, respectively.

“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”

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).

“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”).”

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).

“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”).”

Nixxy, Inc. entered into Securities Purchase Agreement with Synergy Management Group, LLC valued at $80,000 (effective 2023-07-25).

“On July 25, 2023, Recruiter.com Group, Inc. (the “Company” or "Purchaser") entered into a Securities Purchase Agreement (the “Agreement”) with Synergy Management Group, LLC (the "Shareholder").”

Nixxy, Inc. entered into Stock Purchase Agreement with GoLogiq Inc. (effective 2023-06-05).

“On June 5, 2023, Recruiter.com Group, Inc. (“Recruiter.com” or “Buyer”) entered into that certain Stock Purchase Agreement (the “Agreement”) with GoLogiq Inc., a Delaware corporation (“GoLogiq” or “Seller”).”

Miles Jennings was appointed as Chief Executive Officer at Nixxy, Inc..

“On June 2, 2022, the Board appointed Miles Jennings, age 45, a current Board member, to serve as the Chief Executive Officer.”

Evan Sohn resigned as Executive Chairman at Nixxy, Inc..

“Evan Sohn provided the Board of Directors (the “Board”) of Recruiter.com Group, Inc. (the “Company”) with notice of his resignation as Chief Executive Officer of the Company, effective as of the date of such notice, provided that Mr. Sohn will continue to be employed by the Company as Executive Chairman and will remain of the Company’s Board of Directors.”

Nixxy, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2), 5560(a)).

“May 18, 2023, the Company received a notification letter (the “Notification”) from the Staff stating that the Company did not regain compliance with the Minimum Bid Price Requirement and was not eligible for a second 180-day period because it did not meet the Nasdaq Capital Market’s minimum $5,000,000 stockholders’ equity initial listing requirement. Pursuant to the Notification, the Company’s common stock is subject to delisting from Nasdaq, and, subsequently, the Company’s warrants no longer qualify for listing under Listing Rule 5560(a). On May 23, 2023 the Company submitted a hearing reque”

Nixxy, Inc. reported financial results for the quarter and year ended December 31, 2022.

“On March 31, 2023, Recruiter.com, Inc. (the “Company”) issued a press release entitled “Recruiter.com Announces Full Year 2022 Results” regarding its consolidated financial results for the quarter and year ended December 31, 2022.”

Nixxy, Inc. entered into Master Referral Agreement and Strategic Referral Agreement with Job Mobz Inc. valued at Referral fee with minimum and maximum payout amounts; agreement continues until maximum payout achie (effective 2023-03-23).

“On March 23, 2023, Recruiter.com Group, Inc. (the “Company”) entered into a Master Referral Agreement (“Master Agreement”) and a Strategic Referral Agreement (“Strategic Agreement”) with Job Mobz Inc. (“Job Mobz”).”

Josh McBride resigned as Chief Revenue Officer at Nixxy, Inc..

“On March 23, 2023, Josh McBride notified Recruiter.com Group, Inc. (the “Company”) of his decision to resign from his position as Chief Revenue Officer of the Company, effective as of March 23, 2023.”

Douglas Roth resigned as director at Nixxy, Inc..

“On February 21, 2023, Douglas Roth provided the Board of Directors of Recruiter.com Group, Inc. (the “Company”) with notice of his resignation as a director of the Company, effective as of the date of such notice.”

Nixxy, Inc. amended Warrant Amendments with Cavalry Fund I LP, Firstfire Global Opportunities Fund LLC, Porter Partners, L.P. valued at modify cashless exercise time period and lower exercise price to $0.38 per share (effective 2023-02-03).

“On February 3, 2023, the Company entered into amendments (the “Warrant Amendments”) to Common Stock Purchase Warrants issued on August 17, 2022 (the “Warrants”) to each of Cavalry Fund I LP, Firstfire Global Opportunities Fund LLC, and Porter Partners, L.P. (the “Warrantholders”).”

Nixxy, Inc. amended First Amendment to Loan and Security Agreement with Montage Capital II, L.P. valued at provides additional time to meet post-closing covenants (effective 2022-12-18).

“On February 2, 2023, the Company entered into a First Amendment to Loan and Security Agreement (the “Montage Amendment”), by and between the Company, its subsidiaries (Recruiter.com, Inc., Recruiter.com Recruiting Solutions, LLC, Recruiter.com Consulting, LLC, VocaWorks, Inc., Recruiter.com Scouted, Inc., Recruiter.com Upsider, Inc., and Recruiter.com - OneWire, Inc.), and Montage, effective as December 18, 2022.”

Nixxy, Inc. amended Consent and Amendment No. 1 to Promissory Note with Novo Group, Inc. valued at amends Novo Note payment schedule (effective 2022-11-01).

“On February 2, 2023, Recruiter.com Group, Inc. (the “Company”) entered into a Consent and Amendment No. 1 to Promissory Note with Novo Group, Inc. (“Novo”) and Montage Capital II, L.P. (solely with respect to Section 2 thereof) (“Montage”) effective November 1, 2022 (the “Novo Amendment”).”

Xuan Smith resigned as Chief Technology Officer at Nixxy, Inc..

“On December 5, 2022, Xuan Smith notified Recruiter.com Group, Inc. (the “Company”) of his decision to resign from his position as Chief Technology Officer of the Company, effective December 5, 2022.”

Nixxy, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“November 18, 2022, Recruiter.com Group, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share for its common stock has been below $1.00 for a period of 30 consecutive business days and the Company therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2). The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq. Under Nasdaq Listing Rule 5810(c)(3)(A), the Co”