Form 8-K

8-K — Nixxy, Inc.

Accession: 0001683168-26-006941

Filed: 2026-09-04

Period: 2026-08-31

CIK: 0001462223

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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

Item: Financial Statements and Exhibits

Documents

8-K — nixxy_8k.htm (Primary)

EX-10.1 — CEO EMPLOYMENT AGREEMENT, DATED SEPTEMBER 1, 2026, BETWEEN NIXXY, INC. AND ELSA SUNG (nixxy_ex1001.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: nixxy_8k.htm · Sequence: 1

NIXXY, INC. 8-K

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0001462223

2026-08-31

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): August 31, 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 3.01 Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 1, 2026, Nixxy, Inc. (the “Company”)

received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s consolidated closing bid

price has been below $1.00 per share for 30 consecutive business days and that, therefore, the Company is not in compliance with Nasdaq

Listing Rule 5550(a)(2), which is the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The notice does

not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),

the Company has automatically been afforded a 180-calendar day grace period to regain compliance. The continued listing standard will

be met if the consolidated closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive

business days during the 180-calendar day grace period.

If the Company is not in compliance by such date,

the Company may be afforded a second 180-calendar day period to regain compliance. To qualify, the Company would be required to meet the

continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital

Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intention to

cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If the Company does not regain compliance within

the allotted 180-day compliance period and is not eligible for a second 180-day compliance period, the Company’s common stock would

be subject to delisting unless it requested a hearing before an independent Nasdaq Hearings Panel. A request for a hearing would stay

any suspension or delisting action pending the hearing and any additional extension period granted by the Nasdaq Hearings Panel.

The Company intends to monitor the closing bid

price of the Company’s common stock and consider its available options to resolve the non-compliance with the minimum bid price

requirement. The Company’s receipt of the notice does not affect the Company’s business, operations or reporting requirements

with the Securities and Exchange Commission. However, there can be no assurance that the Company will be able to regain compliance with

the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.

Item 5.02 Departure of Directors or Certain

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

Resignation of Director

On August 31, 2026, Ashissh Raichura resigned

as a member of the Board of Directors (the “Board”) of Nixxy, Inc. (the “Company”), effective immediately. Mr.

Raichura’s resignation did not result from any disagreement with the Company on any matter relating to the Company's operations,

policies or practices.

Resignation of Chairwoman of Audit Committee

On August 31, 2026, Elsa Sung resigned from her

position as Chairwoman of the Audit Committee (the “Audit Committee”) of the Board, effective immediately.

Appointment of Director; Appointment of Chairman

of the Audit Committee

On August 31, 2026, the Board appointed Joe Conlon

as a member of the Board and Chairman of the Audit Committee, effective immediately.

There is no arrangement or understanding between

Mr. Conlon and any other persons pursuant to which Mr. Conlon was appointed to his position. There are no family relationships between

Mr. Conlon and any of the Company’s officers or directors. There are no other transactions to which the Company or any of its subsidiaries

is a party in which Mr. Conlon has a material interest subject to disclosure under Item 404(a) of Regulation S-K, or which has not previously

been disclosed.

As compensation for his appointment as a member

of the Board and Chairman of the Audit Committee, Mr. Conlon was granted (a) 50,000 shares of common stock under the Company’s 2024

Equity Incentive Plan (the “Plan”); and (b) for each year of service, beginning for and pro-rated for the current year, and

for each year that Mr. Conlon continues to be a member of the Board, 50,000 shares of common stock that vest in four even quarterly payments;

and (c) a monthly payment of $3,000.

Appointment of Chief Financial Officer

On August 31, 2026, the Board appointed Elsa Sung,

age 52, who currently serves as a member of the Board, as Chief Financial Officer of the Company, effective immediately. Ms. Sung will

continue to serve as a member of the Board but has resigned from her position as Chairwoman of the Audit Committee.

Ms. Sung has more than 20 years of financial and

accounting experience, including serving as Chief Financial Officer of a Nasdaq-listed company. Since February 2017, she has been a Managing

Member of Canvas Group, Inc., a financial advisory and consulting firm. She previously served as Chief Financial Officer of Jiangbo Pharmaceuticals,

Inc. (Nasdaq: JCBO) and held audit roles at Ernst & Young LLP and Sherb & Co. Ms. Sung holds an MBA and a Bachelor of Science

in Accounting from Florida Atlantic University. She is a licensed CPA in the State of Georgia (inactive). She has served as on the Board

since January 2025.

There are no family relationships between Ms.

Sung and any director or executive officer of the Company. Ms. Sung was not appointed pursuant to any arrangement or understanding with

any other person. There are no transactions between the Company and Ms. Sung that would be required to be reported under Item 404(a) of

Regulation S-K.

In connection with her appointment, the Company

and Ms. Sung entered into an employment agreement dated September 1, 2026 (the "Employment Agreement"). The Employment Agreement

provides for an annual base salary of $169,800 and eligibility, subject to Board approval, for an equity award of 100,000 stock units

under the 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 Ms. Sung is terminated without cause after the first ninety days, she 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 she is terminated without cause or experiences a material role change in connection with the change of control, she 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

10.1

CFO Employment Agreement, dated September 1, 2026, between Nixxy, Inc. and Elsa Sung.

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: September 3, 2026

By:

/s/ David Kratochvil

Name:

David Kratochvil

Title:

Chief Executive Officer

EX-10.1 — CEO EMPLOYMENT AGREEMENT, DATED SEPTEMBER 1, 2026, BETWEEN NIXXY, INC. AND ELSA SUNG

EX-10.1

Filename: nixxy_ex1001.htm · Sequence: 2

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”),

dated as of September 1, 2026 (the “Effective Date”), is entered into by and between Nixxy, Inc., a Nevada corporation (the

“Company”), and Elsa Sung (the “Employee”).

RECITALS

WHEREAS, Company wishes to employ Employee as its Chief Financial

Officer;

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

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.

means: (i) the Employee’s 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.

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 Financial Officer 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.

(c)

Observance of Rules. Employee will duly, punctually and 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

169,800, 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.

(c)

Beneﬁts. Employee shall be eligible, for so long as Employee 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.

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 6.

(b) Death. This Agreement shall terminate automatically upon the Employee’s death.

(c)

Disability. The Company may terminate this Agreement at 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.

Upon termination of this Agreement by the Company 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.

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: David Kratochvil

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: September 1, 2026

By: /s/ David Kratochvil

David Kratochvil

Chairman and Chief Executive Officer

EMPLOYEE:

Dated: August 31, 2026

By: /s/ Elsa Sung

Elsa Sung

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