Form 8-K

8-K — Nixxy, Inc.

Accession: 0001683168-26-005377

Filed: 2026-07-09

Period: 2026-07-02

CIK: 0001462223

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — nixxy_8k.htm (Primary)

EX-10.1 — EXECUTIVE EMPLOYMENT AGREEMENT (nixxy_ex1001.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: nixxy_8k.htm · Sequence: 1

NIXXY, INC. 8-K

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0001462223

2026-07-02

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event

reported): July

2, 2026

NIXXY, INC.

(Exact name of registrant as specified

in its charter)

Nevada

(State or other jurisdiction

of incorporation)

001-40563

(Commission

File Number)

90-1505893

(IRS Employer

Identification No.)

1178

Broadway, 3rd Floor

New

York, NY 10001

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (877) 708-8868

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the

Act:

Title of class

Trading symbol

Name of exchange on which registered

Common Stock

NIXX

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Chief Executive Officer and Director

On July 2, 2026, Mike Schmidt notified Nixxy,

Inc. (the "Company") of his decision to resign as Chief Executive Officer of the Company and as a member of the Company's Board

of Directors (the "Board"), effective immediately. Mr. Schmidt's resignation did not result from any disagreement with the Company

on any matter relating to the Company's operations, policies or practices.

On July 2, 2026, the Board appointed David Kratochvil,

age 60, who currently serves as a member of the Board, as the Company's Chief Executive Officer. Mr. Kratochvil

will continue to serve as a member of the Board.

Mr. Kratochvil has been serving on the Board since

January 2025. Mr. Kratochvil has over thirty years of Wall Street experience ranging from venture capital, private equity and emerging

market equity investing to investment banking and structuring tax-advantaged deals. Since January 2017, Mr. Kratochvil has served as the

managing partner of Vista Capital Advisors, where he consults on various projects and serves as an outsourced chief financial officer

for early-stage companies. Since April 2024, he has also served as chief financial officer of Pertexa Health Tech Inc. From April 2023

until April 2024, Mr. Kratochvil served as chief financial officer of Northann Corp (NYSE: NCL). Since January 2020, he has also served

as Managing Director of Kenmar Securities, LLC, an investment bank focusing on life science, technology and real estate transactions.

From January 2019 until December 2021, Mr. Kratochvil served as Chief Executive Officer of Ikigai Biotech Group, Inc., a development-stage

biotechnology company focused on using 3D bioprinting to address Type 1 diabetes and kidney disease.

From June 2017 until December 2019, he served

at Oberon Securities as a Managing Director focusing on healthcare and life science transactions. From 2015 until 2017, he served as chief

financial officer of VolitionRx Limited (NYSE American: VNRX), a multinational medical diagnostics company developing blood-based tests

for the diagnosis of cancers. From 2008 until 2015, he served as a Managing Director in the corporate finance department at Euro Pacific

Capital, Inc. From 1997 until 1999, he served as a portfolio manager at Omega Advisors, and from 1994 until 1997, he served as a director

at Merrill Lynch Asset Management.

Mr. Kratochvil holds an M.B.A. in finance and

international business from the University of Chicago Booth School of Business and a B.S. in Economics from the Wharton School of the

University of Pennsylvania. He also holds FINRA Series 7, 14, 24, 63, 79, 86 and 87 registrations.

There are no family relationships between Mr.

Kratochvil and any director or executive officer of the Company. Mr. Kratochvil was not appointed pursuant to any arrangement or understanding

with any other person. There are no transactions between the Company and Mr. Kratochvil that would be required to be reported under Item

404(a) of Regulation S-K.

In connection with his appointment, the Company

and Mr. Kratochvil entered into an employment agreement dated July 9, 2026 (the "Employment Agreement"). The Employment Agreement

provides for an annual base salary of $180,000 and eligibility, subject to Board approval, for an equity award of 100,000 stock units

under the Company's 2024 Equity Incentive Plan, with 50,000 units vesting on the effective date and the remaining 50,000 units vesting

in equal quarterly installments over the following twelve months, subject to continued service. The Employment Agreement has an initial

twelve-month term unless earlier terminated. If Mr. Kratochvil is terminated without cause after the first ninety days, he will be entitled

to one month of base salary and health insurance benefits, subject to a release of claims. In addition, upon a change of control, any

unvested stock units will accelerate, and if he is terminated without cause or experiences a material role change in connection with the

change of control, he will be entitled to four months of base salary, subject to the terms of the Employment Agreement. A copy of the

Employment Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

As previously disclosed, on February 20, 2026,

the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying

the Company that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”),

as the minimum bid price for the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days.

The Company was provided a period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement.

On July 2, 2026, the Company received a letter

from Nasdaq notifying the Company that Nasdaq had determined that the closing bid price of the Company’s common stock had been at

$1.00 per share or greater for at least 10 consecutive business days from June 17, 2026 through July 1, 2026 and, accordingly, that the

Company had regained compliance with the Minimum Bid Price Requirement for continued listing on Nasdaq and that the matter is now closed.

While the Company has regained compliance with the Minimum Bid Price Requirement, there can be no assurance that the Company will be able

to maintain compliance with the Minimum Bid Price Requirement in the future.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

10.1

CEO Employment Agreement, dated July 9, 2026, between Nixxy, Inc. and David Kratochvil.

104

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly

caused this report to be signed on its behalf by the undersigned, hereunto duly

authorized.

NIXXY, INC.

Dated: July 9, 2026

By:

/s/ David Kratochvil

Name:

David Kratochvil

Title:

Chief Executive Officer

EX-10.1 — EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.1

Filename: nixxy_ex1001.htm · Sequence: 2

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”),

dated as of July 9, 2026 (the “Effective Date”), is entered into by and between Nixxy, Inc., a Nevada corporation (the “Company”),

and David Kratochvil (the “Employee”).

RECITALS

WHEREAS, Company wishes to employ Employee as its

Chief Executive Officer and President;

WHEREAS, Employee represents that Employee possesses

the necessary skills to perform; the duties of this position and that Employee has no obligation to any other person or entity which would

prevent, limit or interfere with Employee’s ability to do so; and

WHEREAS, Employee and Company desire to enter into

a formal Executive Employment Agreement to assure the harmonious performance of the affairs of Company.

NOW, THEREFORE, in consideration of the mutual

covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

1. Definitions. In addition to the capitalized

terms defined elsewhere herein, the following definitions shall be in effect under this Agreement:

(a) “Affiliate” means, with

respect to any entity, any person or entity, directly or indirectly controlling or controlled by or under direct or indirect common control

with such entity.

(b) “Board” means the Board

of Directors of the Company.

material breach of this Agreement; (ii) the Employee’s failure to perform Employee’s material duties and obligations under

this Agreement (other than during any period of Disability); (iii) the Employee’s fraud, dishonesty, theft, material malfeasance

or material misconduct in connection with the performance of Employee’s duties hereunder; (iv) Employee’s willful failure

to follow a reasonable and lawful directive of the Board; (v) Employee’s material non-compliance with any written rules, regulations,

policies or procedures of the Company or an Affiliate of the Company at which Employee is employed or to which the Employee provides services;

(vi) the Employee’s conviction of, or pleading guilty or nolo contendere to, a felony or the equivalent thereof, any other crime

having as its predicate element fraud, dishonesty, misappropriation, moral turpitude, or theft; (vii) any action by the Employee which

has a detrimental effect on the Company’s reputation or business; or, (viii) Employee’s breach of any of the covenants set

forth in this Agreement or in the Confidentiality, Non-Solicitation, Non-Compete and Assignment of Inventions Agreement, attached as Exhibit

1 (or any similar covenants to which the Employee may be subject from time to time in connection with the Employee’s employment

with the Company); provided, that, the Company shall provide written notice to Employee detailing the specified grounds for any termination

for Cause under this Paragraph 1(c) and Employee shall have the opportunity to cure, to the extent curable, any event specified in subsections

(ii), (iv), and (v) above within fifteen (15) days of receipt of such notice, and, if the Board determines in good faith that the specified

grounds have not been cured within such time, Employee’s termination shall be effective upon expiration of the cure period.

(d) “Change of Control” means the consummation of

a transaction or a series of transactions that results in: (i) any sale or other disposition of all or substantially all of the assets

of the Company that occurs over a period of not more than twelve (12) months; or (ii) any person, or more than one person acting as a

group, acquiring ownership of stock of the Company, that together with the stock held by such person or group, constitutes more than fifty

percent (50%) of the total fair market value or total voting power of the stock of such corporation. However, a Change of Control shall

not include (x) any consolidation or merger effected exclusively to change the domicile or name of the Company, or (y) any transaction

or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor

or indebtedness of the Company is cancelled or converted or a combination thereof.

(e) “Disability” means and shall be deemed to have

occurred if, in the Board’s reasonable discretion, after consultation with a physician selected by the Board, the Employee shall

have been unable to perform the essential functions of the Employee’s duties, even with reasonable accommodation if required by

law, for a period of not less than one hundred twenty (120) consecutive days, or one hundred eighty (180) total days during any twelve

(12) month period. The Employee shall cooperate in submitting to medical examinations and providing medical records to the physician selected

by the Board as reasonably requested by the Board in making a determination of Disability hereunder.

2. Employment. The Company agrees to employ the Employee, and

the Employee agrees to be employed by the Company, for the period set forth in Paragraph 3, in the position and with the duties and responsibilities

set forth in Paragraph 4, and upon the other terms and conditions set out in this Agreement.

3. Employment Term. Subject to Paragraph 6 hereof, the Company

agrees to employ the Employee, and the Employee agrees to be employed by the Company, in each case, pursuant to this Agreement, for a

period commencing on the Effective Date and ending on the date twelve (12) months from the Effective Date, unless the employment of the

Employee is terminated by either party in accordance with Paragraph 6 of this Agreement (the “Employment Term” or the “Term”).

4. Position and Duties.

(a) Position. During the Employment Term, the Employee shall

serve as the Chief Executive Officer and President of the Company. Employee shall have such powers, duties, authorities and responsibilities

as are consistent with such position and as the Board may designate from time to time; provided, however, that such duties, functions,

responsibilities, and authority are reasonable and customary for a person serving in the same or similar capacity of an enterprise comparable

to the Company.

(b) Time Commitment. During the Employment Term, the Employee

shall devote sufficient business time, skill, attention and effort to all facets of the business and affairs of the Company and will use

Employee’s efforts to discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned to the

Employee in or pursuant to this Agreement; provided, however, nothing herein shall be construed as providing that Employee may engage

in outside business activities, so long as such activities do not, individually or in the aggregate, materially interfere with the performance

of Employee’s duties and responsibilities hereunder, or otherwise conflict with the business of the Company, as determined by the

Board.

faithfully perform and observe any and all reasonable rules and regulations that the Company or any of its subsidiaries may now or will

hereafter establish governing the conduct of its business.

(d) Agreement to Protect Company’s Interests. The Company

considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. Accordingly, the

Employee will be required to sign the Company’s confidentiality, non-solicitation, non-compete and assignment of inventions agreement

attached as Exhibit 1 hereto (the “Confidentiality, Non-Solicitation, Non-Compete and Assignment of Inventions Agreement”),

as a condition of Employee’s employment.

5. Compensation and Related Matters.

(a) Base Salary. Commencing on the Effective Date, the Company

shall pay to Employee a base salary at the annual rate of USD 180,000, subject to standard payroll deductions and withholdings and payable

in installments in accordance with Company policy as in effect from time to time, and subject to quarterly review by the Company. Employee’s

annual rate of base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

(b) Incentive Compensation. Subject to the approval of the Board,

Employee shall be eligible to receive equity compensation in the amount of one hundred thousand (100,000) Stock Units (the "SUs"),

which shall be subject to the vesting policy as described below and be granted pursuant to the terms of the Company's 2024 Equity Incentive

Plan as amended and approved on July 11, 2024 (the "Equity Incentive Plan"), or such other Equity Incentive Plan as may be approved

by the Board and the shareholders. (i) Vesting. The SUs subject to this Award shall become vested as follows, provided that the

no Termination event under Section 6 shall have occurred prior to each such vesting date: (a) 50,000 SUs shall vest immediately on the

Effective Date, (b) 12,500 SUs shall vest on the three (3) month anniversary of the Effective Date, (c) 12,500 SUs shall vest on the six

(6) month anniversary of the Effective Date, and (d) 12,500 SUs shall vest on the nine (9) month anniversary of the Effective Date and

(e) 12,500 SUs shall vest on the twelve (12) month anniversary of the Effective Date. There shall be no proportionate or partial vesting

in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Employee’s

continued service with the Company.

is employed by the Company, to participate in any employee benefit plans or arrangements (but excluding any severance or bonus plan unless

specifically referenced in this Agreement) which may from time to time be made available by the Company to similarly situated employees

(collectively, “Benefit Plans”), subject to and on a basis consistent with the terms, conditions and overall administration

of such Benefit Plans. Employee understands and acknowledges that any Benefit Plans may be terminated or amended from time to time by

the Company in its sole discretion.

(d) Vacations and Personal Leave. The Employee shall be eligible

for vacation, sick pay and other paid and unpaid time off in accordance with the policies and practices of the Company as may from time

to time be in effect for its executive employees and as required by applicable law.

(e) Expenses. The Employee shall be entitled to receive reimbursement

for all reasonable and necessary business expenses incurred by the Employee in performing Employee’s duties and responsibilities

under this Agreement, consistent with the Company’s policies or practices as may from time to time be in effect for reimbursement

of expenses incurred by other Company executives, including for a Company-owned laptop computer. All expenses shall be reimbursed within

fifteen (15) days after Employee submits an expense report and any required documentation.

6. Termination of Employment. Employee’s employment pursuant

to this Agreement may be terminated as follows:

(a) Expiration of Term. This Agreement shall terminate automatically

upon expiration of the Employment Term set forth in Section 3 of this Agreement, unless earlier terminated in accordance with this Section

(b) Death. This Agreement shall terminate automatically upon

the Employee’s death.

any time upon the Company’s determination of the Employee’s Disability.

(d) Termination by the Company for Cause. The Company may terminate

Employee for Cause as defined in Paragraph 1(c).

(e) Termination by the Employee (Resignation). The Employee

may terminate this Agreement for any reason, upon written notice to the Company stating the termination date. Upon receipt of the Employee’s

Notice of Termination, the Company may, in the Board’s discretion, assign the Employee new or different duties through the termination

date, release the Employee from active duty, or terminate the Employee’s employment prior to the termination date stated in the

Employee’s Notice of Termination (notwithstanding Section 6(h) below). Such termination by the Company will not entitle the Employee

to any payment of Severance (as defined in Section 6(f) below).

(f) Termination by the Company Without Cause. The Company may

terminate this Agreement without Cause at any time upon written notice to Employee. In the event of a termination without Cause by the

Company, the Company shall provide the Employee a payment equal to one (1) month of the Employee’s Base Salary and health insurance

benefits (the “Severance”) subject to the Employee’s execution, release and non-revocation of a general release of claims,

along with a reaffirmation of any continuing obligations under Exhibit 1. Notwithstanding the above, if Employee is terminated without

Cause within the first ninety (90) days of the Effective Date, no Severance shall be payable by the Company.

(g) Termination or Assignment upon a Change of Control. This

Agreement shall terminate automatically upon a Change of Control. Except as otherwise set forth in Section 7(g) no Severance shall be

payable by the Company upon a Change of Control and any unvested SU’s shall immediately vest.

(h) Notice of Termination. Any termination of the Employee’s

employment by the Company or the Employee (other than a termination pursuant to Paragraph 6(a) or 6(b)) shall be communicated by a Notice

of Termination. A “Notice of Termination” is a written notice delivered in the manner set forth in Paragraph 10 hereof that

must (i) indicate the specific termination provision in this Agreement relied upon, and (ii) specify the Employment Termination Date.

(i) Employment Termination Date. The Employment Termination

Date shall be as follows: (i) if the Employee’s employment is terminated by expiration of the Employment Term, the date of such

expiration; (ii) if the Employee’s employment is terminated by Employee’s death, the date of Employee’s death; (iii)

if the Employee’s employment is terminated pursuant to any other provision of this Agreement, the date specified in the Notice of

Termination (the Employment Termination Date”).

(j) Transition Period. Upon termination of this Agreement, and

for a period of thirty (30) days thereafter (the “Transition Period”), the Employee agrees to make Employee available to assist

the Company with transition projects assigned to Employee by the Company. The Employee will be paid at an agreed upon hourly rate commensurate

with the industry standard rate of pay for any work performed by the Employee for the Company during the Transition Period.

7. Compensation Upon Termination of Employment.

(a) Expiration of Term. Upon termination of this Agreement because

of the expiration of the Term: (i) the Company shall pay the Employee the accrued and unpaid portion of the Employee’s Base Salary

earned for services provided through the Employment Termination Date (the “Compensation Payment”); (ii) the Company shall

pay the Employee any reimbursement for business travel and other expenses to which the Employee is entitled hereunder (the “Reimbursement”).

(b) Death. Upon termination of this Agreement because of the

Employee’s death: (i) the Company shall pay the Employee’s estate the Compensation Payment; (ii) the Company shall pay the

Employee’s estate the Reimbursement; and (iii) any unvested portion of any options, stock, SUs, or other securities of the Company

or any of its Affiliates granted to Employee which are subject to vesting (“Unvested Securities”), shall immediately be issued

(in the case of stock grants) and become exercisable (in the case of stock options, warrants or other convertible securities), regardless

of the vesting or termination provisions of such Unvested Securities. For purposes of clarity, to the extent the vesting or other provisions

of any Unvested Securities conflict with the terms of this Paragraph 7(b), the terms of this Paragraph 7(b) shall govern.

due to Disability pursuant to Paragraph 6(b): (i) the Company shall pay the Employee the Compensation Payment; (ii) the Company shall

pay the Employee the Reimbursement; and (iii) any unvested Securities shall immediately be issued (in the case of stock grants) and become

exercisable (in the case of stock options, warrants or other convertible securities). For purposes of clarity, to the extent the vesting

or other provisions of any Unvested Securities conflict with the terms of this Paragraph 7(c), the terms of this Paragraph 7(c) shall

govern.

(d) Termination for Cause. Upon termination of this Agreement

by the Company for Cause pursuant to Paragraph 6(c), the Company shall pay the Employee: (i) the Compensation Payment; and (ii) the Reimbursement.

(e) Termination by the Employee (Resignation). Upon Termination

of this Agreement by the Employee pursuant to Paragraph 6(d), the Company shall pay the Employee: (i) the Compensation Payment; and (ii)

the Reimbursement.

(f) Termination by the Company Without Cause. Upon termination

of this Agreement by the Company without Cause pursuant to Paragraph 6(e), except in connection with a termination in connection with

a Change of Control, the Company shall pay the Employee (i) the Compensation Payment, and (ii) the Reimbursement. In addition, if and

only if the termination occurs ninety (90) days after the Effective Date, the Company shall provide the Employee a payment equal to one

(1) month of the Employee’s Base Salary and health insurance benefits, subject to the Employee’s execution, release and non-revocation

of a general release of claims, along with a reaffirmation of any continuing obligations.

(g) Termination upon a Change of Control. Upon termination or

assignment of this Agreement pursuant to Paragraph 6(f): (i) the Company shall pay the Employee the Reimbursement; and (ii) any Unvested

Securities shall immediately be issued (in the case of stock grants) and become exercisable or convertible (in the case of stock options,

warrants or other convertible securities) subject to the Employee’s execution, delivery, and non-revocation of a general release

of claims. For purposes of clarity, to the extent the vesting or other provisions of any Unvested Securities conflict with the terms of

this Paragraph 7(g), the terms of this Paragraph 7(g) shall govern. Upon a Change of Control, if Employee is terminated without Cause

or suffers a material role change, Employee shall receive a payment equal to four (4) months of the Employee’s Base Salary, subject

to the Employee’s execution, release and non-revocation of a general release of claims, along with a reaffirmation of any continuing

obligations under Exhibit 1, and any unvested SU’s shall immediately vest.

(h) No Effect on Other Benefits. The payments provided for in

Paragraphs 7(a) through 7(f) do not limit the entitlement of the Employee or the Employee’s estate or beneficiaries to any amounts

payable pursuant to the terms of any applicable disability insurance plan, policy, or similar arrangement that is maintained by the Company

for the Employee’s benefit or to any death or other vested benefits to which the Employee may be entitled under any life insurance,

stock ownership, stock options, or other benefit plan or policy that is maintained by the Company for the Employee’s benefit.

(i) No Mitigation. The Employee will not be required to mitigate

the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will the amount of any payment

provided for under this Agreement be reduced by any profits, income, earnings, or other benefits received by the Employee from any source

other than the Company or its successor.

8. Survival. The expiration or termination of this Agreement

will not impair the rights or obligations of any party hereto that accrues hereunder prior to such expiration or termination.

9. Non-Disparagement. At all times from and after the date hereof,

the Employee shall not make, directly or indirectly, any statement (whether oral, written or electronic, such as

by means of electronic mail or internet forums or message boards) to

any person or organization or to the public or any third party criticizing or disparaging the business, the Company, any of the Company's

Affiliates, or the members of the Board of Directors of the Company or any of the Company’s Affiliates.

10. Cooperation. From and after Employee's termination of employment,

Employee shall provide Employee's reasonable cooperation in connection with any action or proceeding (or any appeal from any action or

proceeding) which relates to events occurring during Employee's employment hereunder in which Employee was involved or of which Employee

has knowledge, provided, that the Company shall reimburse Employee for Employee's reasonable costs and expenses (including legal counsel

selected by Employee and reasonably acceptable to the Company) and such cooperation shall not unreasonably burden Employee or unreasonably

interfere with any subsequent employment that Employee may undertake. Employee shall not be required to cooperate against his own legal

interests or the legal interests of his employer or partners or business ventures. In the event Employee reasonably determines that he

needs separate legal counsel in connection with his cooperation, the Company shall reimburse Employee for the reasonable costs of such

counsel as soon as practicable (and in any event within thirty (30) days) following its receipt of an invoice for such costs.

11. Withholding Taxes. The Company shall withhold from any payments

to be made to the Employee pursuant to this Agreement such amounts (including social security contributions and federal income taxes)

as shall be required by federal, state, and local withholding tax laws.

12. Notices. All notices, requests, demands, and other communications

required or permitted to be given or made by either party shall be in writing and shall be deemed to have been duly given or made (a)

when delivered personally, or (b) when deposited and sent via overnight courier, to the party for which intended at the following addresses

(or at such other addresses as shall be specified by the parties by like notice, except that notices of change of address shall be effective

only upon receipt), or (c) via email: If to the Company, at:

Nixxy, Inc.

Attn: Simon Kearney

1178 Broadway, 3rd Floor, New York, NY 10001

If to the Employee, at the Employee’s then-current home address

on file with the Company.

Notice so given shall, in the case of overnight courier, be deemed

to be given and received on the date of actual delivery and, in the case of personal delivery, on the date of delivery.

13. Binding Effect: No Assignment by the Employee: No Third-Party

Benefit. Employee may not assign this Agreement or any of his rights and duties hereunder. The Company may assign this Agreement to

an entity controlled by or under common control with the Company or to an entity that acquires all or substantially all of the equity

or assets of the Company. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and its successors

and assigns, including, without limitation, any successor in interest to the Company who acquires (directly or indirectly) all or substantially

all of the Company’s equity or assets. The Employee shall not have any right to pledge, hypothecate, anticipate, or in any way create

a lien upon any payments or other benefits provided under this Agreement; and no benefits payable under this Agreement shall be assignable

in anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of

descent and distribution. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the

parties, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any

nature whatsoever under or by reason of this Agreement.

14. Assumption by Successor. Subject to Paragraph 6(g), the

Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all

or substantially all of the business and/or assets of the Company, by agreement in writing in form and substance reasonably satisfactory

to the Employee, expressly, absolutely, and unconditionally to assume and agree to perform this Agreement in the same manner and to the

same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Paragraph,

“Company” shall include any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise)

to all or substantially all the business and/or assets of the Company that executes and delivers the agreement provided for in this Paragraph

or that otherwise becomes obligated under this Agreement by operation of law.

15. Arbitration. The parties agree that any controversy or claim

arising out of or relating to this Agreement, or the breach thereof, shall be resolved exclusively by confidential, final and binding

arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules conducted

virtually or in such location as the Employee and Company may agree. All disputes shall be resolved by one (1) arbitrator. The arbitrator

will have the authority to award the same remedies, damages, and costs that a court could award, and will have the additional authority

to award specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof

(without requiring the posting of a bond or other security). The arbitrator shall issue a reasoned award explaining the decision, the

reasons for the decision, and any damages or other relief awarded. The arbitrator’s decision will be final and binding. The judgment

on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This provision and any decision and award

hereunder can be enforced under the Federal Arbitration Act. This Section does not apply to claims for workers’ compensation benefits

or unemployment insurance benefits. This Section also does not apply to claims concerning the ownership, validity, infringement, misappropriation,

disclosure, misuse or enforceability of any confidential information, patent right, copyright, mask work, trademark or any other trade

secret or intellectual property held or sought by either Employee or the Company (whether or not arising under the Confidentiality, Non-

Solicitation Non-Compete and Assignment of Inventions Agreement between Employee and the Company).

16. Governing Law and Venue. This Agreement shall be governed

by, construed and enforced in accordance with the laws of the State of Nevada, without regard to conflict of laws rules or principles

which might refer the governance or construction of this Agreement to the laws of another jurisdiction.

17. Representations and Covenants by Employee. Employee represents

and warrants that: (a) Employee has consulted with independent legal counsel regarding Employee's rights and obligations under this Agreement

and that Employee fully understands the terms and conditions contained herein; (b) Employee's execution, delivery and performance of this

Agreement do not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment

or decree to which Employee is a party or by which Employee is bound; (c) Employee is not a party to or bound by any employment agreement,

noncompetition agreement or confidentiality agreement with any other person or entity, and Employee is not subject to any other agreement

that would prevent Employee from performing Employee's duties for the Company or otherwise complying with this Agreement; (d) Employee

is not subject to or in breach of any nondisclosure agreement, including any agreement concerning trade secrets or confidential information

owned by any other party; and (e) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid

and binding obligation of Employee, enforceable in accordance with its terms.

18. Entire Agreement. This Agreement, and the Exhibits, schedules,

and documents attached and referred to herein, contains the entire agreement among the parties concerning the subject matter hereof and

supersedes all prior agreements and understandings, written and oral, between the parties with respect to the subject matter of this Agreement,

except that all confidentiality, assignment, and non-disclosure provisions and agreements between the Employee and the Company are still

in force and non-superseded.

19. Modification: Waiver. No amendment, modification or waiver

of this Agreement shall be effective unless it is in writing and signed by the Employee and by a duly authorized representative of the

Company (other than the Employee). Each party acknowledges and agrees that no breach of this Agreement by the other party or failure to

enforce or insist on its or Employee’s rights under this Agreement shall constitute a waiver or abandonment of any such rights or

defenses to enforcement of such rights.

20. Severability. If any provision of this Agreement shall be

determined by a court or arbitrator to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby,

shall remain in full force and effect, and shall be enforceable to the fullest extent permitted by applicable law.

21. Counterparts. This Agreement may be executed by the parties

in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

Counterparts executed by electronic mail or a signature platform such as DocuSign shall be as effective as by manual signature.

[Signatures on following page.]

IN WITNESS WHEREOF, the Company and the Employee have executed this

Agreement effective as of the Effective Date.

COMPANY:

NIXXY, INC.,

a Nevada corporation

Dated: July 9, 2026

By: /s/ Simon Kearney

Simon Kearney

Chair of the Compensation Committee

EMPLOYEE:

Dated: July 9, 2026

By: /s/ David Kratochvil

David Kratochvil

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