Nixxy, Inc. 8-K

What Happened

• Nixxy, Inc. (NIXX) disclosed that it entered into a Master Distribution Agreement and an ancillary Separation Agreement with CognoGroup, Inc. (a majority-owned Colorado subsidiary) on December 31, 2025. The agreements set the framework for separating CognoGroup into a standalone company and contemplate a pro rata distribution of all CognoGroup shares held by Nixxy to Nixxy stockholders (the "Distribution"). CognoGroup expects to file a registration statement on Form 10 with the SEC.
• The company also issued a press release on January 5, 2026 titled "Nixxy Completes Spin-Out of CognoGroup..." (attached as Exhibit 99.1). The 8-K notes the Distribution is subject to satisfaction or waiver of specified conditions and that there is no assurance the transactions will be completed or as to their timing or terms.

Key Details

• Agreements dated: Master Distribution Agreement and Separation Agreement both dated December 31, 2025 (included as Exhibits 10.1 and 10.2).
• Distribution structure: pro rata distribution of all outstanding CognoGroup common stock held by Nixxy to Nixxy stockholders.
• Separation mechanics: agreements address transfer/allocation of assets and liabilities, termination of intercompany arrangements, and mutual releases/indemnification following separation.
• Regulatory step: CognoGroup expects to file an SEC registration statement on Form 10 in connection with the Distribution.

Why It Matters

• For investors, the move separates Nixxy’s CognoGroup business into an independent company, which the company says will sharpen strategic focus and could reduce operating costs for Nixxy while allowing CognoGroup to operate as a standalone AI infrastructure platform. The filing makes clear, however, that completion depends on specified conditions and regulatory steps (including the Form 10 filing), so timing and final terms remain uncertain.