{"url_path":"/sec/nixx/8-k/2026-07-09/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1462223/0001683168-26-005377-index.html","accession_number":"0001683168-26-005377","cik":"0001462223","ticker":"NIXX","issuer_name":"Nixxy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1462223/0001683168-26-005377-index.html","primary_entity_key":"0001462223","primary_entity_name":"Nixxy, Inc."},"word_count":692,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*(b) Resignation of Chief Executive Officer and Director*\n\n \n\nOn July 2, 2026, Mike Schmidt notified Nixxy,\nInc. (the \"Company\") of his decision to resign as Chief Executive Officer of the Company and as a member of the Company's Board\nof Directors (the \"Board\"), effective immediately. Mr. Schmidt's resignation did not result from any disagreement with the Company\non any matter relating to the Company's operations, policies or practices.\n\n \n\n*(c) Appointment of Chief Executive Officer*\n\n \n\nOn July 2, 2026, the Board appointed David Kratochvil,\nage 60, who currently serves as a member of the Board, as the Company's Chief Executive Officer. Mr. Kratochvil\nwill continue to serve as a member of the Board.\n\n \n\nMr. Kratochvil has been serving on the Board since\nJanuary 2025. Mr. Kratochvil has over thirty years of Wall Street experience ranging from venture capital, private equity and emerging\nmarket equity investing to investment banking and structuring tax-advantaged deals. Since January 2017, Mr. Kratochvil has served as the\nmanaging partner of Vista Capital Advisors, where he consults on various projects and serves as an outsourced chief financial officer\nfor early-stage companies. Since April 2024, he has also served as chief financial officer of Pertexa Health Tech Inc. From April 2023\nuntil April 2024, Mr. Kratochvil served as chief financial officer of Northann Corp (NYSE: NCL). Since January 2020, he has also served\nas Managing Director of Kenmar Securities, LLC, an investment bank focusing on life science, technology and real estate transactions.\nFrom January 2019 until December 2021, Mr. Kratochvil served as Chief Executive Officer of Ikigai Biotech Group, Inc., a development-stage\nbiotechnology company focused on using 3D bioprinting to address Type 1 diabetes and kidney disease.\n\n \n\nFrom June 2017 until December 2019, he served\nat Oberon Securities as a Managing Director focusing on healthcare and life science transactions. From 2015 until 2017, he served as chief\nfinancial officer of VolitionRx Limited (NYSE American: VNRX), a multinational medical diagnostics company developing blood-based tests\nfor the diagnosis of cancers. From 2008 until 2015, he served as a Managing Director in the corporate finance department at Euro Pacific\nCapital, Inc. From 1997 until 1999, he served as a portfolio manager at Omega Advisors, and from 1994 until 1997, he served as a director\nat Merrill Lynch Asset Management.\n\n \n\nMr. Kratochvil holds an M.B.A. in finance and\ninternational business from the University of Chicago Booth School of Business and a B.S. in Economics from the Wharton School of the\nUniversity of Pennsylvania. He also holds FINRA Series 7, 14, 24, 63, 79, 86 and 87 registrations.\n\n \n\nThere are no family relationships between Mr.\nKratochvil and any director or executive officer of the Company. Mr. Kratochvil was not appointed pursuant to any arrangement or understanding\nwith any other person. There are no transactions between the Company and Mr. Kratochvil that would be required to be reported under Item\n404(a) of Regulation S-K.\n\n \n\nIn connection with his appointment, the Company\nand Mr. Kratochvil entered into an employment agreement dated July 9, 2026 (the \"Employment Agreement\"). The Employment Agreement\nprovides for an annual base salary of $180,000 and eligibility, subject to Board approval, for an equity award of 100,000 stock units\nunder the Company's 2024 Equity Incentive Plan, with 50,000 units vesting on the effective date and the remaining 50,000 units vesting\nin equal quarterly installments over the following twelve months, subject to continued service. The Employment Agreement has an initial\ntwelve-month term unless earlier terminated. If Mr. Kratochvil is terminated without cause after the first ninety days, he will be entitled\nto one month of base salary and health insurance benefits, subject to a release of claims. In addition, upon a change of control, any\nunvested stock units will accelerate, and if he is terminated without cause or experiences a material role change in connection with the\nchange of control, he will be entitled to four months of base salary, subject to the terms of the Employment Agreement. A copy of the\nEmployment Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.\n\n \n\n \n\n \n\n 2"}