{"url_path":"/sec/nixx/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1462223/0001683168-26-004843-index.html","accession_number":"0001683168-26-004843","cik":"0001462223","ticker":"NIXX","issuer_name":"Nixxy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1462223/0001683168-26-004843-index.html","primary_entity_key":"0001462223","primary_entity_name":"Nixxy, Inc."},"word_count":1198,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\n*Binding Letter of Intent*\n\n \n\nOn June 15, 2026, Nixxy, Inc. (the “Company”)\nentered into an amended and restated binding Letter of Intent (the \"Binding Letter of Intent\") with Tachyon 9 Corporation, a\nDelaware corporation (\"Tachyon\"), setting forth the principal terms and conditions of a proposed multi-step business combination\ntransaction (the \"Business Combination\") between the Company and Tachyon. Pursuant to the Binding Letter of Intent, the Company\nand Tachyon propose to combine into a single publicly traded company, with the surviving entity (whether the Company or a newly formed\nholding company, becoming a publicly traded digital infrastructure platform company focused on artificial intelligence (\"AI\")\nand high-performance computing workloads. The Company will acquire 100% of the capital stock, or substantially all of the assets, of Tachyon,\nwhich includes certain rights and opportunities relating to a proposed 620-acre hyperscale development campus in North Dakota targeting\nup to approximately 1 gigawatt of power capacity, subject to Tachyon demonstrating satisfactory title and development rights as contemplated\nby the Binding Letter of Intent, and certain data center equipment having an aggregate stated value of approximately $64 million based\non manufacturers' list prices..\n\n \n\nTachyon's capital stock for the Business Combination\nis estimated to be valued at approximately $1 billion, to be substantiated by an external valuation report acceptable to all parties (the\n\"Merger Consideration\"). The Tachyon group shareholders will receive shares of Common Stock of the Company, $0.0001 par value\nper share, at a conversion price equal to the five (5) tradig day volume-weighted average price of the Company's Common Stock prior to\na disclosure of the Binding Letter of Intent on a Current Report on Form 8-K, subject to a floor and cap to be agreed. Immediately following\nthe closing of the Business Combination (the \"Closing\"), Tachyon's stockholders are expected to hold at least 90% of the fully\ndiluted shares of the combined company and the Company’s stockholders are expected to hold no less than 5% of the combined company.\n\n \n\nTo fund working capital in advance of Closing,\nTachyon will seek to raise up to $75 million via a PIPE investment (the “PIPE”) in the form of five-year secured convertible\npromissory notes (the \"PIPE Notes\"), which will automatically convert into Tachyon stock prior to Closing and will be included\nas part of the Tachyon shares receiving Merger Consideration. Subject to customary exceptions, the sole and exclusive remedy of the holders\nof the PIPE Notes shall be recourse to the Tachyon equipment pledged as collateral. In the event that the Closing does not occur within\n12 months following execution of the Binding Letter of Intent, the PIPE Notes will automatically terminate and be deemed satisfied and\ndischarged in full upon the PIPE holders' assumption of all of Tachyon's right, title and interest in and to such equipment. Subject to\nsatisfaction of specified conditions, including a minimum PIPE financing closing, up to $25 million of the PIPE proceeds may be loaned\nto the Company to fund its working capital pursuant to a separate promissory note.\n\n \n\nThe Business Combination will result in a change\nof control of the Company, including changes to its management and board of directors. Tachyon will be entitled to designate one (1) director\nto the Company's board of directors upon the payment of $10 million to the Company as a result of the PIPE Notes, and three (3) additional\ndirectors upon Closing, with the initial board of the combined company consisting of five (5) members. In connection with the Business\nCombination, the Company's board of directors, acting through a special committee of independent directors, will obtain a fairness opinion\nfrom an independent financial advisor as to the fairness of the Business Combination to the Company and its stockholders.\n\n \n\nCompletion of the Business Combination is subject\nto, among other things, approval of the Company's board of directors and stockholders, satisfaction of customary due diligence, approval\nby Nasdaq, including any applicable reverse-merger, change-of-control or initial listing review process, availability of PCAOB-audited\nfinancial statements of Tachyon, and compliance with applicable securities laws. The Binding Letter of Intent provides for a 30-day exclusivity\nperiod during which neither party will solicit or pursue alternative acquisition transactions; provided, however, that the Company retains\nthe right to pursue equity or debt financing during such period, subject to Tachyon's right of first refusal and tag-along rights with\nrespect to any such financing. The Binding Letter of Intent also includes customary confidentiality obligations.\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\nThe Binding Letter of Intent is intended by the\nparties to be legally binding and enforceable in accordance with its terms.\n\n \n\nThe parties intend to negotiate and enter into\ndefinitive agreements reflecting the foregoing terms; however, there is no assurance that the parties will execute definitive agreements\nin a timely manner, on the foregoing terms, or at all.\n\n \n\nA copy of the Binding Letter of Intent is filed\nas Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Binding Letter\nof Intent does not purport to be complete and is qualified in its entirety by reference to such exhibit.\n\n \n\n*Share Purchase Agreement*\n\n \n\nOn June 9, 2026, Nixxy, Inc. (the \"Company\")\nentered into stock purchase agreements (each, a \"Purchase Agreement\" and collectively, the \"Purchase Agreements\")\nwith three purchasers (collectively, the \"Purchasers\"), pursuant to which the Company agreed to sell and issue, in a registered\ndirect offering, an aggregate of 484,375 shares (the \"Shares\") of common stock, par value $0.0001, of the Company at a purchase\nprice of $0.64 per Share for aggregate gross proceeds to the Company of $310,000, before deducting estimated offering expenses payable\nby the Company.\n\n \n\nThe Shares are being sold pursuant to the Company's\neffective shelf registration statement on Form S-3 (File No. 333-296322), including a prospectus supplement filed pursuant to Rule 424(b)(5)\nthereunder, which was originally filed with the Securities and Exchange Commission (the \"SEC\") on May 28, 2026, and was declared\neffective by the SEC on June 2, 2026.\n\n \n\nThe Purchase Agreements contain customary representations,\nwarranties and agreements of the Company and the respective Purchaser.\n\n \n\nA copy of the opinion of Pearl Cohen Zedek Latzer\nBaratz LLP, relating to the validity of the Shares is filed herewith as Exhibit 5.1.\n\n \n\n**Forward-Looking Statements**\n\n** **\n\nThis Current Report on Form 8-K contains forward-looking\nstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act\nof 1934, as amended, including statements regarding anticipated growth, revenue scale, operating leverage, and the Company’s development\nof communications-enabled financial workflows. Forward-looking statements are based on management’s current expectations and involve\nrisks and uncertainties that could cause actual results to differ materially from those expressed or implied. Investors should review\nthe risk factors described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April\n15, 2026, and other filings with the Securities and Exchange Commission. Nixxy undertakes no obligation to update forward-looking statements\nexcept as required by law. The Company does not give any assurance that it will achieve its expectations, including but not limited to\nthe closing of the Business The Company does not give any assurance that it will achieve its expectations Combination."}