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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~ 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-53641

NIXXY, INC.

(Exact Name of Registrant as Specified in Its Charter)

~~Nevada~~	Nevada	~~90-1505893~~	90-1505893
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. EmployerIdentification No.)
	(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

123 Farmington Avenue, Suite 252Bristol, CT		06010
	1178 Broadway, 3rd Floor New York, New York		10001
~~(Address of Principal Executive Offices)~~	(Address of Principal Executive Offices)	~~(Zip Code)~~	(Zip Code)

(~~855~~877) ~~931~~708-~~1500~~ 8868

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading symbol	Name of exchange on which registered
Common Stock	NIXX	NASDAQ Capital Market
Common Stock Purchase Warrants	NIXXW	NASDAQ Capital Market

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of a “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☒☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the fifiling ~~ling~~ reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 28 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the shares of Common Stock held by non-affiliates of the registrant was approximately $541,~~911~~370,~~000~~727 based on $2.1209, the closing price of the ~~registrant~~ Registrant’s Common Stock on that date.

As of ~~March~~April 3115, ~~2025~~2026, the ~~Company~~Registrant had 18 26,~~259~~892,~~792~~ 426 shares of its Common Stock, par value $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

		Page No.
PART I
Item 1.	Description of the Business	5
Item 1A.	Risk Factors	19
Item 1B.	Unresolved Staff Comments	30
Item 2.	Properties	31
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
Item 6	Reserved	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 8.	Financial Statements and Supplementary Data	49
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
Item 9A.	Controls and Procedures	49
Item 9B.	Other Information	50
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	50
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	51
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters	56
Item 13.	Certain Relationships, Related Transactions and Director Independence	57
Item 14.	Principal Accounting Fees and Services	58
PART IV
Item 15.	Exhibits, Financial Statement Schedules	59
	Exhibit Index	60
Item 16	Form 10-K Summary	61
	Signatures	62

TABLE OF CONTENTS

2 table of Contents

		Page No.

PART I

Item 1.	Description of the Business	1

Item 1A.	Risk Factors	6

Item 1B.	Unresolved Staff Comments	15

Item 1C.	Cybersecurity	15

Item 2.	Properties	16

Item 3.	Legal Proceedings	16

Item 4.	Mine Safety Disclosures	17

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18

Item 6	Reserved	18

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 8.	Financial Statements and Supplementary Data	27

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27

Item 9A.	Controls and Procedures	27

Item 9B.	Other Information	28

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	28

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	29

Item 11.	Executive Compensation	31

Item 12.	Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters	32

Item 13.	Certain Relationships, Related Transactions and Director Independence	34

Item 14.	Principal Accounting Fees and Services	35

PART IV

Item 15.	Exhibits, Financial Statement Schedules	36

	Exhibit Index	36

Item 16	Form 10-K Summary	37

	Signatures	38

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Annual Report, other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, potential growth or growth prospects, future research and development, sales and marketing and general and administrative expenses, and our objectives for future operations, are forward-looking statements. Words such as “believes,” “may,” “will,” “estimates,” “potential,” “continues,” “anticipates,” “intends,” “expects,” “could,” “would,” “projects,” “plans,” “targets,” and variations of such words and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including without limitation, the following:

· our ability to continue as a going concern; · raise additional capital, if needed, to support our operations; · the rate and degree of market acceptance of our products and services; · our ability to expand our sales organization to address effectively existing and new markets that we intend to target; · ~~impact~~impacts from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries; · our ability to compete effectively in a competitive industry; · our ability to achieve positive cash flow, ~~from~~maintain ~~operations~~financial viability, and meet our financial obligations as they become due; · our ability to continue to meet the Nasdaq Capital Market requirements; · our ability to ~~meet~~achieve our ~~other~~ financial ~~operating~~and operational objectives; · the availability of qualified employees ~~for our business operations~~; · general business and ~~economic~~macroeconomic conditions; · our ability to ~~meet~~secure ~~our financial obligations as they become due; · positive cash flows~~ and ~~financial~~protect ~~viability of our operations and new business opportunities; · ability to secure~~ intellectual property rights ~~over our proprietary products~~ or ~~enter~~obtain ~~into~~necessary ~~license agreements to secure the legal use of certain patents and intellectual property~~licenses; · ~~raise additional capital, if needed, to support~~ our ~~operations; · our~~ ability to ~~be successful in new markets; · our ability to~~ avoid infringement of third-party intellectual property rights; · ~~the positive cash flows and financial viability of our operations and new business opportunities; · continued demand for services of recruiters; ·~~ unanticipated costs, liabilities, ~~charges~~ or ~~expenses~~charges ~~resulting~~arising from violations of covenants under ~~our~~ existing or future financing agreements; · our ability to operate our platforms ~~(the “Platform”)~~ free offrom security breaches or cybersecurity incidents; and · our ability to identify, ~~suitable complimentary businesses and assets as potential acquisition targets or strategic partners~~acquire, and to successfully integrate ~~such~~complementary businesses, ~~and~~assets, /or ~~assets~~strategic ~~with our business~~partnerships.

3We ~~table~~have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of ~~Contents~~operations, business strategy, objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Item 1A, Risk Factors” in this Annual Report and in other filings we make with the Securities and Exchange Commission (“SEC”).

We ~~have~~operate ~~based~~in these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a ~~number~~competitive ~~of risks, uncertainties,~~ and ~~assumptions,~~rapidly ~~including those described in “Item 1A~~evolving environment, ~~Risk Factors” in this Annual Report. Readers are urged to carefully review~~ and ~~consider~~new ~~the various disclosures made in this Annual Report and in other documents we file from time to time with the Securities and Exchange Commission (the “SEC”) that disclose~~ risks and uncertainties ~~that~~ may ~~affect our business. Moreover, we operate in a very competitive and rapidly changing environment. New risks~~ emerge from time to time. It is not possible for us to predict all risks, ~~nor~~or ~~can we~~ assess the impact of all factors onthat may affect our business. orAs ~~the~~a ~~extent to which any factor~~result, ~~or combination of factors, may cause~~ actual results ~~to differ materially from those contained in any forward-looking statements we may make. In light of these risks~~, ~~uncertainties~~performance, ~~and~~or ~~assumptions,~~achievements ~~the future events and circumstances discussed in this Annual Report~~ may ~~not occur and actual results could~~ differ materially ~~and adversely~~ from those ~~anticipated~~expressed or implied in the forward-looking statements.

~~You should not rely upon forward~~Forward-looking statements asspeak ~~predictions~~only as of ~~future events. The events and circumstances reflected in~~ the date ~~forward-looking~~of statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. In addition, the forward-looking statements in this Annual Report. ~~are~~Except ~~made~~ as ofrequired ~~the~~by ~~date of this filing~~law, ~~and~~ we ~~do not~~ undertake, ~~and~~no ~~expressly~~obligation ~~disclaim any duty,~~ to update ~~such~~or ~~statements~~revise ~~for~~ any ~~reason~~forward-looking ~~after the date of this Annual Report or to conform~~ statements to reflect ~~actual~~subsequent ~~results~~events, ornew ~~revised expectations~~information, ~~except~~or aschanges ~~required~~in ~~by law~~expectations.

You should read this Annual Report and the documents incorporated ~~that~~by we reference herein ~~and have filed~~ with the ~~SEC as exhibits to this Annual Report with the~~ understanding that our actual future results, ~~performance,~~ and ~~events~~performance ~~and circumstances~~ may bediffer materially ~~different~~ from what we currently expect.

~~4 table of Contents~~ii

SUMMARY OF RISK FACTORS

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, liquidity, results of operations and prospects. These risks are discussed more fully in Item 1A. Risk Factors. These risks include, but are not limited to, the following:

Risk Factors Related to the Business of the Company

	·	Because we have a history of net losses, we may never achieve or sustain profitability or positive cash flow from operations.

	·	We will need to raise additional funds in the near future in order to execute our business plan and these funds may not be available to us when we need them. If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected.

	·	If we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation.

	·	Our telecommunications line of business is highly sensitive to declining prices, which may adversely affect our revenues and margins.

	·	The telecommunications industry is characterized by intense price competition, which has resulted in declines in both our average per-minute price realizations and our average per-minute termination costs.

	·	Our products face intense competitive challenges, including rapid technological changes and pricing pressure from competitors, which could adversely affect our business.

	·	Our operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.

	·	The termination of our carrier agreements or our inability to enter into new carrier agreements in the future could materially and adversely affect our ability to compete, which could reduce our revenues and profits.

	·	Our customers could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties in collecting our receivables.

	·	We may fail to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions.

	·	We may seek business combination opportunities in industries or sectors that are outside of our management’s area of expertise.

	·	Changes to federal, state and foreign government regulations and decisions in regulatory proceedings, as well as private litigation, could further increase our operating costs and/or alter customer perceptions of our operations, which could materially adversely affect us.

	·	We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise be compatible with us as expected.

iii

	·	Any business we acquire will likely lack diversity of operations or geographical reach, and in such case we will be subject to risks associated with dependence on a single industry or region.

	·	Our AI systems may not perform as intended.

	·	Natural disasters, terrorist acts, acts of war, pandemics, cyber-attacks or other breaches of network or information technology security may cause equipment failures or disrupt our operations.

	·	If we are unable to successfully manage growth, our operations could be adversely affected.

	·	If we are unable to respond to technological advancements and other changes in our industry by developing and releasing new services, or improving our existing services, in a timely and cost-effective manner or at all, our business could be materially and adversely affected.

	·	The loss of key personnel could disrupt the management and operations of our business.

Risk Factors Related to Uncertainty

	·	We may be subject to securities litigation, which is expensive and could divert management attention.

	·	We may be subject to tax and regulatory audits which could subject us to liabilities.

	·	Changes in regulations or user concerns regarding privacy and protection of user data, or any failure to comply with such laws, could adversely affect our business.

Risk Factors Related to our Shares

	·	Due to factors beyond our control, our stock price may be volatile.

	·	Future issuance of our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.

	·	We do not currently intend to pay dividends on our common stock in the foreseeable future, and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

PART I

ITEM 1. BUSINESS

Overview

Nixxy, Inc., ~~a Nevada corporation~~ (~~along with its subsidiaries,~~ “~~we”, “~~Nixxy”,” “the “Company,” “we,” “us”,” ~~and~~or “our”), is a ~~holding~~Nevada ~~company~~corporation ~~that,~~focused ~~through~~on ~~its~~building ~~subsidiaries, has historically operated~~ an Onartificial ~~Demand recruiting platform, including on~~intelligence-~~demand~~enabled communications ~~contract recruiting, job board platforms, recruitment education services,~~ and adata ~~candidate~~infrastructure ~~marketing~~platform ~~software.~~that ~~Recently,~~supports ~~the~~global Company acquired the license from GoLogiq, Inc. (“GoLogiq”), to operate its fintech technology (the “GOLQ Technology”) and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products. Additionally, in February 2025, the Company acquired certain assets from Savitr Tech OU, an Estonian corporation (“Savitr”) specializing in telecommunications ~~and~~services ~~software development, with a focus on billing systems, AI integration, wholesale long distance interconnections~~ and ~~sales,~~emerging ~~and~~transaction-enabled ~~is the owner of associated and intellectual property~~workflows.

WeThe ~~have three~~Company ~~operating subsidiaries: Recruiter.com Recruiting~~operates ~~Solutions~~a ~~LLC~~carrier-scale ~~(“Recruiting~~telecommunications network ~~Solutions”);~~delivering ~~AuraLink~~wholesale ~~AI,~~voice ~~Inc.~~and ~~(“AuraLink”)~~messaging ~~housing~~services, ~~the~~enhanced ~~Company’s~~by ~~new telecom business; and~~automation, adata ~~controlling interest in Atlantic Energy Solutions~~analytics, ~~Inc., a Colorado company that is traded on the OTC Markets (OTC:AESO)~~ and isAI-driven ~~currently~~routing ~~in process of being renamed CognoGroup (“Atlantic Energy”)~~technologies. In ~~addition~~parallel, the Company ~~owns~~is ~~six~~developing ~~non-operating subsidiaries: Recruiter.com,~~an ~~Inc.,~~integrated ~~VocaWorks,~~platform ~~Inc.~~designed ~~(“VocaWorks”), Recruiter.com Scouted~~to ~~Inc.~~support ~~(“Scouted”), Recruiter.com Upsider~~the ~~Inc.~~convergence ~~(“Upsider”), Recruiter.com OneWire~~of ~~Inc.~~communications ~~(“OneWire”),~~ and ~~Recruiter.com Consulting,~~ ~~LLC~~financial ~~(“Recruiter.com Consulting”). The~~workflows across ~~Company~~global ~~formed a new subsidiary, AuraLink AI, Inc~~markets. ~~(“AuraLink”) to house its new telecom business.~~

~~The~~During ~~Company~~the isperiod ~~currently~~from ~~undergoing~~2023 athrough ~~strategic transformation~~2025, ~~having sold its staffing business in 2023 and its Recruiter.com website in 2024. The~~ the Company ~~has~~completed ~~begun~~a tostrategic ~~substantially~~transformation ~~shift~~from ~~its~~a ~~focus~~recruitment and ~~direction,~~staffing asservices ~~represented~~business ininto ~~the~~a ~~license~~communications ~~agreement~~and ~~with~~infrastructure technology ~~GoLogiq,~~company. asAs ~~described~~of ~~herein~~December 31, ~~the sale of the Recruiter.com brand~~2025, ~~and~~ the ~~acquisition~~Company ofhas ~~Savitr~~divested ~~technology~~or ~~and~~separated ~~assets.~~substantially ~~These~~all ~~developments~~legacy ~~reflect~~recruiting ~~a major shift in our core revenue lines~~ operations and ~~business~~is ~~focus~~primarily ~~and~~engaged ~~a significant transition~~ in ~~our~~telecommunications ~~strategic~~services, ~~priorities~~data ~~and operational framework~~infrastructure, ~~indicating~~and arelated ~~fundamental~~platform ~~change in the Company's trajectory~~initiatives.

~~These~~Our ~~acquisitions~~common ~~and~~stock ~~new~~trades ~~relationships~~on ~~demonstrate~~the ~~Nixxy’s~~Nasdaq ~~changing~~Capital ~~strategic~~Market ~~focus.~~under ~~We have sold or spun out many of our legacy recruitment businesses and continue to undergo an internal reorganization (~~the symbol “~~CognoGroup Spin-out”) to separate our historical assets from our new technology operations~~NIXX. ~~Through these developments, we aim to reposition ourselves as a telecom and AI-technology innovator while retaining partial interests in our previous ventures.~~”

~~Recent~~Strategic ~~Developments~~Transformation

~~Savitr~~Historically, ~~Transaction~~the Company operated recruitment marketplaces, staffing services, and career-related software platforms under the Recruiter.com brand.

OnKey ~~February~~milestones ~~19, 2025, the Company entered into an Asset Purchase Agreement with Savitr (the “Savitr Agreement”). Savitr is a private company specializing~~ in ~~telecommunications~~our ~~and~~transformation software development, with a focus on billing systems, AI integration, wholesale long distance interconnections and sales; and is the owner of associated and intellectual property. Pursuant to the Savitr Agreement, the Company acquired 100% of Savitr’s assets related to billing and AI systems, hereby referred to as “TKOS Systems.” The software acquired from Savitr includes AI integration, wholesale long distance contracts, and the accompanying interconnections in identified contracts, and associated intellectual property as defined therein. include:

5· ~~table~~2023 – Sale of ~~Contents~~staffing business · Q3 2024 – Sale of Recruiter.com website assets · December 30, 2025 – Completion of legacy recruiter business divestment

~~Mexedia~~Following ~~Agreement~~the divestment of the remainder of our recruiter business, the Company no longer maintains majority ownership or control of the legacy recruitment marketplace business.

OnAs ~~February~~a ~~24,~~result ~~2025,~~of ~~Nixxy~~these actions, ~~Inc. (~~the “Company” orhas ~~“Nixxy”)~~repositioned ~~announced~~itself ~~that~~as a itcommunications ~~entered~~and ~~into~~data ainfrastructure ~~twelve-month~~platform ~~contract~~ with ~~Mexedia~~a ~~SpA~~focus ~~(“Mexedia”),~~on anscalable ~~Italian~~telecommunications ~~technology~~services and ~~communications~~adjacent ~~provider (the “Mexedia Agreement”)~~technology-driven opportunities.

~~Under~~Current Business ~~the~~Focus ~~Mexiedia Agreement, commencing on or before May 1, 2025, the Company may provide Mexedia SMS services over its newly integrated cloud-based platform that helps carriers~~ and ~~operators~~Technology aggregate wholesale SMS messaging. The Company has engineered its port provisioning to scale dynamically and support up to $10,000,000 in revenue per month for twelve calendar months. The Mexedia Agreement will renew automatically thereafter, subject to either party's right of termination upon proper notice. The Company will also be layering its enhanced AI platform for dynamic billing and quality and price-based routing, with the multitude of carriers it interconnects with.Strategy

~~Aqua~~The ~~Software~~Company ~~Agreement~~is focused on building a revenue-backed, carrier-scale communications platform that leverages artificial intelligence and automation to scale global voice and messaging services, improve operating performance, and expand into adjacent infrastructure and transaction-enabled markets.

OnOur ~~March~~strategy ~~28,~~is ~~2025,~~guided the Company entered into an Asset Purchase Agreement with Aqua Software Technologies Inc., a private Canadian corporation. Pursuant to the Agreement, the Company agreed to acquire certain billing and AI software assets, including associated intellectual property. The purchase price consisted of $50,000 in cash payable on close and the remaining $50,000 payable within the 30 days of closing, and the equity consideration of $3,800,000 payable in restricted shares of the Company’s common stock. The number of shares to be issued shall be determined by ~~dividing the purchase price by the closing price of Company’s shares on NASDAQ on March 28, 2025, of $1.82 per share, which amounts to~~ a ~~total~~structured ~~number~~execution ~~of shares to be issued being 2,087,912 Shares.The transaction was executed on March 29, 2025.~~model:

~~CognoGroup~~· ~~Spin~~Scale the engine – Grow high-~~Off~~volume communications infrastructure and recurring telecom revenue · Improve the mix – Enhance margins through AI-enabled routing, automation, and traffic optimization · Move up the stack – Expand into infrastructure, software, and communications-driven financial workflows

On February 12, 2024, our Board of Directors approved a reorganization of the Company (the “Reorganization”), which the shareholders subsequently approved, that contemplates segregating certain existing business assets and certain liabilities into our subsidiary, Atlantic Energy Solutions, Inc. (“Atlantic Energy”), and thereafter effecting a spin-out of that entity. Following such spin-out, Atlantic Energy is expected to be renamed as CognoGroup, Inc. (“CognoGroup”), and we refer to the contemplated transaction as the “CognoGroup Spin-out.”1

~~The~~Management ~~Company~~believes ~~remains~~that ~~committed~~global tocommerce ~~pursuing~~is aincreasingly constrained ~~spin-out~~by offragmentation ~~its~~between ~~historical~~communications ~~business~~systems ~~assets to better align the Company’s strategic focus. However, the final structure, scope of assets,~~ and ~~exact~~financial ~~liabilities~~transaction ~~to be included in the CognoGroup Spin-out are currently under strategic evaluation. As previously contemplated~~infrastructure, ~~substantially~~creating ~~all~~an ofopportunity ~~the Company’s historical business and operations (including,~~ for ~~example,~~integrated platforms ~~Mediabistro,~~that ~~Job~~connect ~~Mobz stock~~messaging, ~~CandidatePitch~~identity, and ~~RecruitingClasses.com)~~payments ~~would~~into beunified ~~transferred to CognoGroup, excluding certain technology licenses (such as the GoLogiq license) and certain newly acquired assets (such as shares of Savitr)~~workflows.

~~Management~~Auralink ~~remains~~Telecommunications Platform ~~committed~~(NIXXY to undertaking the CognoGroup Spin-out in a manner that best serves the interests of our shareholders. Nevertheless, the timing, feasibility, and ultimate terms of the transaction are still being evaluated, and evolving market conditions, regulatory considerations, or strategic imperatives may necessitate modifications to the structure or composition of the proposed spin-out. Accordingly, there can be no assurance that the Company will complete the CognoGroup Spin-out or otherwise consummate the transaction in its currently proposed form, if at all.COMM™)

~~Corporate~~Our ~~History~~core operating subsidiary provides a cloud-based telecommunications platform offering:

We· ~~were~~Wholesale ~~incorporated~~voice intermination ~~January~~· ~~2015~~SMS asrouting aand ~~Delaware~~delivery ~~corporation.~~· ~~Effective~~Optimized ~~March 31, 2019 (the “Effective Date”), we completed a merger with Recruiter.com, Inc. (“Pre~~logic-~~Merger~~based ~~Recruiter.com”),~~traffic anflows ~~affiliate~~· ~~of the Company, pursuant to a Merger Agreement and Plan of Merger, dated March 31, 2019 (the “Merger”). At the effective~~ Real-time ofbilling ~~the Merger, our newly formed wholly owned subsidiary merged with~~ and ~~into~~settlement ~~Pre-Merger~~systems ~~Recruiter.com,~~· ~~with~~Carrier ~~Pre-Merger~~interconnect ~~Recruiter.com continuing as the surviving corporation and as our wholly owned subsidiary.~~services

~~Following~~This ~~the~~platform ~~Merger,~~serves onas ~~May~~the 9,Company’s ~~2019,~~primary revenue ~~we changed our corporate name to Recruiter.com Group~~engine, ~~Inc.~~supporting ~~Our~~high-volume ~~fiscal~~communications ~~year~~traffic ~~end~~across ~~was~~global ~~also~~carrier ~~changed, as of the Effective Date, from March 31 to December 31~~relationships.

~~Immediately prior to the completion of the Merger, Pre-Merger Recruiter.com owned approximately 98% of our outstanding shares of common stock (“Common Stock”).~~ The ~~Merger did not result in a change of control of our~~ Company, asintegrates ~~the~~optimized ~~principal~~logic ~~stockholders of Pre-Merger Recruiter.com had controlled the Company since October 2017~~ and ~~the~~automation into ~~Merger~~its ~~simply~~operations ~~increased~~to ~~their~~enhance ~~control.~~scalability ~~In addition, our President~~ and ~~Chief Financial Officer served as the Chief Executive Officer of Pre-Merger Recruiter.com and the majority of our directors at the time were directors (or designees) prior to the Merger. Further~~efficiency, ~~our current Chairman was retained as a consultant prior to the Merger with the understanding that if the Merger occurred, he would be appointed as our Executive Chairman.~~including:

6· ~~table~~Intelligent routing and quality-of-service ~~Contents~~governance · Automated billing, settlement, and revenue assurance · Fraud detection and anomaly monitoring · Margin optimization through traffic mix management

OnThese ~~May~~capabilities ~~13,~~enable ~~2020, we effected a reincorporation from~~ the ~~State~~Company ~~of Delaware~~ to ~~the~~manage communications ~~State~~traffic ~~of Nevada. Following the approval by our stockholders~~ at ascale ~~special~~while ~~meeting~~improving ~~held~~delivery onconsistency ~~May 8, 2020, we entered into an Agreement~~ and ~~Plan~~operational ~~of Merger (the “Merger Agreement”) with Recruiter~~efficiency.com Group, Inc., a Nevada corporation and our wholly owned subsidiary (“Recruiter.com Nevada”), pursuant to which we merged with and into Recruiter.com Nevada, with Recruiter.com Nevada continuing as the surviving entity.

OnTelco ~~August~~+ 4,Fintech ~~2023,~~Convergence the Company approved a one-for-fifteen (1:15) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On August 22, 2023, the Company filed a Certificate of Change pursuant to Nevada Revised Statutes with the Nevada Secretary of State to affect a reverse stock split of the Common Stock, and the proportional decrease of the Company’s authorized shares of Common Stock at a ratio of one-for-fifteen (15). All share and per share data in the accompanying consolidated financial statements and footnotes and throughout this annual report has been retroactively adjusted to reflect the effects of the reverse stock split.Strategy

OnThe ~~September 27, 2024, the~~ Company ~~filed~~is ~~with~~pursuing ~~the Secretary of State of the State of Nevada~~ a ~~Certificate~~strategy ~~of Amendment~~ to ~~the~~extend ~~Articles~~its communications ofplatform ~~Incorporation~~into totransaction-enabled ~~change~~workflows, ~~the~~leveraging ~~legal~~its ~~name~~global ofnetwork ~~the~~infrastructure ~~Company from Recruiter.com Group, Inc.~~ to ~~Nixxy,~~support ~~Inc.,~~financial ~~effective~~interactions embedded aswithin ofcommunications ~~December 1, 2024~~channels.

~~Telecommunications~~This ~~Industry~~strategy is based on the premise that modern commerce increasingly relies on messaging for authentication, notifications, and customer engagement, while financial transactions often occur on separate, disconnected systems. Management believes that integrating these functions may improve efficiency, reduce friction, and enable new service capabilities across global markets.

~~Market~~The ~~Opportunity~~ Company’s approach includes:

~~Following~~· ~~our~~Enabling shift away from recruitment, we are now broadly focused on leveraging artificial intelligence (“AI”) across multiple industries, including in the telecommunications industry. While our current initiatives emphasize AIcommunications-driven ~~technologies~~transaction ~~in telecommunications~~workflows, such as ~~cloud-based~~payment ~~platforms capable of routing~~notifications, ~~billing~~confirmations, and ~~managing~~identity ~~large~~verification ~~volumes~~· ofSupporting ~~SMS~~cross-border messaging and ~~other~~financial ~~communications~~interactions ~~services~~through inglobal ~~real~~telecom ~~time,~~infrastructure we· ~~remain~~Leveraging ~~open to opportunistic acquisitions that bring industry-specific~~ AI ~~use cases. We believe these flexible capabilities will allow us to continuously adapt to new market opportunities~~ and ~~pursue~~automation ~~high-potential growth sectors, including but not limited~~ to ~~the~~enhance ~~global wholesale telecom market~~compliance, ~~where AI-driven solutions can streamline operations~~routing, ~~improve efficiency,~~ and ~~enhance~~workflow ~~margins.~~execution

~~Market~~Execution ~~Size~~of this strategy is supported by the Company’s infrastructure assets, software platforms, and ~~Growth~~strategic ~~Trends~~partnerships, including development collaboration with PayToMe.co.

AsPayToMe.co ~~we refocus on telecommunications through our Auralink AI subsidiary, it~~ is ~~addressing~~ a ~~large~~Silicon ~~and~~Valley–based steadily growing global telecom market. In 2024, global telecom services revenue was nearly $1.98 trillion, with projected growth of about 6.5% annually through 2030. Key growth drivers include rising demand for highAI-~~speed~~native financial ~~data~~technology ~~(e.g.~~platform ~~5G),~~enabling ~~increasing~~embedded ~~mobile~~payments ~~subscribers,~~ and ~~the proliferation of digital services. Within this market, the integration of artificial intelligence (AI) is a fast~~cross-~~growing~~border ~~segment.~~transaction ~~The~~workflows ~~AI-in-telecommunications~~across ~~market~~global ~~is expected to reach approximately $11~~markets.~~3 billion by 2030, representing roughly a 28% compound annual growth rate from 2023 to 2030.~~

~~Telecom operators are investing in AI to improve network efficiency and customer experience amid rising network complexity.~~2

~~Key~~While ~~Industry~~the ~~Risks~~Company is actively developing these capabilities, commercialization timing, adoption, and ~~Regulatory~~financial ~~Considerations~~impact remain subject to execution, market conditions, and regulatory considerations.

~~The~~Platform ~~telecom~~Architecture ~~sector is heavily regulated~~ and faces several industry-wide risks. Providers must comply with licensing requirements and communications laws in each country of operation, as well as data privacy mandates (e.g. GDPR) for handling customer information. Telecom executives increasingly view data protection, cybersecurity threats, and AI governance as top risk factors for the industry.Infrastructure

The ~~regulatory~~Company’s ~~landscape~~platform is ~~evolving~~structured –as ~~telecom~~a ~~merger~~multi-layer ~~reviews~~architecture designed ~~have~~to ~~become~~support ~~contentious~~communications, ~~and~~data ~~unpredictable in some markets~~processing, and ~~new AI~~application-~~related~~level ~~regulations are only beginning to take shape.~~workflows:

7Communications ~~table~~Layer of(NIXXY ~~Contents~~COMM™)

~~Telecom~~Provides ~~companies~~global ~~also~~voice ~~depend~~and onmessaging ~~reliable~~ infrastructure, ~~and~~routing, ~~interconnection; any major network outage or supplier disruption can impact service delivery. Intense pricing competition~~ and ~~rapid technological changes further require continual investment to maintain service quality and comply with standards~~billing systems.

~~Emerging~~Infrastructure ~~Trends~~Layer ~~and~~(NIXXY ~~Technological Advancements~~CORE™)

~~Telecommunications~~Includes isedge ~~undergoing~~computing ~~rapid~~and ~~technological~~data ~~evolution,~~infrastructure ~~with~~assets AIassociated atwith Everythink ~~the~~Innovations ~~forefront of many innovations. Operators are deploying AI-driven analytics and automation for network management~~Limited, ~~fraud~~designed ~~detection,~~to ~~and predictive maintenance.~~support:

~~For~~· ~~example, AI~~Low-~~based~~latency ~~systems~~processing ~~can~~environments ~~monitor~~· ~~networks~~AI ininference ~~real time to optimize traffic routing~~ and ~~detect~~data ~~anomalies~~processing ~~before~~· ~~they~~Communications-integrated ~~affect~~workloads ~~service~~· ~~quality.~~Scalable Incompute ~~telecom billing~~ and ~~revenue~~storage ~~management, AI and machine learning tools are being adopted to improve billing accuracy and efficiency.~~capabilities

These ~~technologies~~assets ~~automate~~are ~~usage~~intended ~~tracking~~to ~~and~~enable ~~invoicing,~~real-time ~~reducing~~processing ~~errors~~of communications and ~~identifying billing discrepancies or fraud. The industry is also embracing cloud~~transaction-~~based~~related ~~platforms,~~data 5Gwithin ~~services,~~controlled ~~and~~infrastructure ~~edge computing; combined with AI, these advancements enable new offerings (such as IoT connectivity and personalized customer experiences) and more agile operations~~environments. ~~Overall, AI integration is becoming critical for telecom providers to enhance reliability, reduce costs, and deliver innovative solutions.~~

~~Our Solution –~~ Application ofand AIWorkflow ~~to Telecommunication Industry~~Layer

·Includes ~~Telecommunications~~software &platforms ~~Wholesale~~designed ~~Voice/Data: The global wholesale telecom market is large and competitive, comprising both small niche carriers and large multi-national networks. The global telecom services market size, according~~ to ~~Grand~~convert ~~View~~communications ~~Research,~~into structured ~~was estimated at USD $1~~workflows,~~983.08~~ billion in 2024 and is projected to grow at a CAGR of 6.5% from 2025 to 2030. Our solutions target wholesale SMS routes and AI-driven routing for long-distance calls, enabling telecom providers to reduce costs and simplify billing operations. · AI Integrationincluding: Telecom providers increasingly use AI-based analytics to optimize network usage and reduce fraud and billing errors. We aim to leverage our new technology, represented by our Auralink brand, to create integrated billing, routing, and network analytics systems that adapt to real-time data. · Fintech & Mobile Commerce: Through the GoLogiq license, we also offer certain products (CreateApp, Paylogiq, and Gologiq) aimed at small-to-medium-sized businesses (“SMBs”) seeking e-commerce solutions. While this fintech line has not historically been a revenue driver, we believe it remains a complementary technology area with the potential for synergy alongside our telecom solutions. · Growth factors such as the increasing demand for cellular data, the growing number of mobile subscribers, and the proliferation of digital services indicate promising potential for this industry to expand and generate new opportunities. Various telecom operators are already investing in AI to enhance network efficiency and improve customer experience, despite the rising complexity of network infrastructures.

The use of AI in telecommunications is diverse and rapidly evolving. AI enables automation of network management, enhances fraud detection, and supports predictive maintenance. By monitoring the network in real time, AI-based systems can detect potential anomalies and reroute traffic before service quality is impacted. Additional use cases include AI-powered billing systems that can identify discrepancies or detect billing fraud.

	·	AQUA AI software platform, supporting conversational engagement and automation across communications channels, will be the basis of the Company’s Agentic Ecommerce solutions.
	·	Leadnova.ai, an AI-enabled application designed to integrate communications with data-driven business processes (currently in user acceptance testing with a targeted commercial beta planned for 2026, subject to execution)

~~Overall,~~Transaction ~~the~~Enablement ~~integration of telecommunications and AI opens up new opportunities, offers potential cost reductions, and improves operational efficiency.~~Layer

~~Inflation~~Through strategic partnerships, including PayToMe.co, the Company is developing capabilities intended to support:

~~The~~· ~~Company generally may be impacted by rising costs for certain inflation~~Messaging-~~sensitive~~based ~~operating~~payment ~~expenses~~workflows ~~such as labor and employee benefits~~(e.g., ~~The~~text-to-pay) ~~Company~~· ~~believes~~Transaction ~~inflation~~confirmations ~~could have a material impact to pricing~~ and ~~operating~~financial ~~expenses~~notifications in· ~~future~~Cross-border ~~periods~~transaction ~~due~~messaging to· ~~the~~Communications-driven ~~state~~financial ~~of the economy and current inflation rates.~~interactions

8These ~~table~~capabilities ofare ~~Contents~~in planning and development and are intended to extend the Company’s communications platform into transaction-enabled ecosystems over time.

~~Wholesale Telecommunications Considerations~~3

AsTechnology weAssets ~~pursue opportunities in the wholesale telecommunications sector, we remain mindful of several challenges~~ and uncertainties that could affect our financial performance and operations. First, our ability to deliver wholesale services depends on reliable access to third-party carrier networks. Any disruption or constraint, whether from infrastructure failure, labor disputes, or shifting supplier relationships—could impede our ability to maintain service quality and continuity.Acquisitions

~~Additionally,~~During ~~the wholesale telecom market features intense pricing competition~~2025, with larger, well-capitalized carriers and smaller niche operators all vying for market share. Price compression in traditional wholesale routes may limit our profit margins and require us to continuously refine our cost structure and product offerings. Meanwhile, technological changes, particularly the ~~emergence~~Company ofacquired ~~new~~or ~~network~~licensed ~~protocols,~~intellectual ~~innovations~~property supporting inits ~~software-based~~transition ~~routing,~~toward ~~and~~ AI-~~driven~~enabled ~~analytics—necessitate~~telecommunications ~~ongoing~~and infrastructure ~~investments~~operations, ~~to remain competitive and capture higher-value traffic.~~including:

~~Our~~· ~~expansion~~Telecommunications ~~into~~routing ~~new regions involves navigating complex regulatory environments, multiple licensing requirements,~~ and ~~potential~~billing ~~foreign~~systems ~~exchange~~· ~~fluctuations.~~AI ~~These~~software ~~factors~~infrastructure ~~can~~(including ~~introduce~~AQUA ~~uncertainties~~AI) ~~into~~· ~~our~~Edge ~~growth plans. Moreover, our global operations may expose us to varying~~ data ~~protection~~infrastructure ~~rules~~assets ~~and~~(including ~~local~~Everythink) ~~compliance~~· ~~obligations,~~Generative ~~adding~~AI ~~complexity~~development ~~to day-to-day business management.~~assets

~~Cybersecurity~~These ~~and~~acquisitions ~~data~~were ~~privacy~~accounted ~~concerns~~for ~~pose~~primarily ~~another~~as ~~layer~~asset ofacquisitions under ~~risk.~~ASC ~~As we integrate AI-driven solutions to optimize routing, billing, and fraud detection, we gather and process sensitive information~~805. ~~Ensuring that our systems and those of our partners remain secure against evolving cyber threats is critical to sustaining customer confidence and meeting regulatory expectations.~~

~~Despite~~Management believes these ~~industrywide~~assets ~~challenges,~~provide we believe that effective management of vendor and partner relationships, prudent capital expenditures aimed at network improvements, and strategic use of AI and automation will help us build resilient revenue streams. By balancing growth initiatives with disciplined risk management, we aim to build a ~~competitive~~foundation for ~~position~~expanding inbeyond ~~wholesale~~ telecommunications ~~and~~transport ~~deliver~~into ~~sustainable long~~higher-~~term~~ value ~~for~~infrastructure ~~our~~and ~~shareholders~~software-driven services.

~~Our~~Growth ~~New~~ Strategy and Commercial Expansion

~~Transforming~~The ~~Established~~Company’s ~~Markets~~growth ~~with~~strategy ~~Data-Driven~~is ~~Innovation~~focused on:

~~Our~~· ~~core~~Scaling ~~objective~~communications isvolume ~~to acquire cornerstone businesses in established markets~~ and ~~rapidly~~network ~~enhance~~reach ~~their~~through ~~operations~~carrier ~~using~~relationships ~~advanced technology~~ and ~~data-driven~~route ~~insights.~~expansion By· ~~harnessing~~Improving ~~the~~unit ~~power~~economics ofthrough AIautomation, ~~software-as-a-service~~optimized ~~(“SaaS”)~~logic ~~offerings~~routing, and ~~strategic~~traffic ~~partnerships,~~mix weoptimization ~~unlock~~· ~~new~~Expanding ~~growth~~into ~~potential~~higher-value services across ~~multiple sectors. We seek opportunities where digital transformation can significantly boost efficiency~~infrastructure, ~~expand market reach~~software, and ~~create~~transaction-enabled ~~shareholder value.~~workflows

·Recent ~~Digital~~commercial ~~Transformation Focus: We target industries—ranging from telecommunications to e-commerce to other verticals—that can benefit from modern AI solutions~~engagements, ~~automation,~~including ~~and~~services agreements ~~data analytics. · Acquisition of Cornerstone Businesses: Our strategy centers on acquiring or partnering~~ with ~~proven~~third ~~companies~~parties, ~~that~~are ~~possess~~intended ~~deep~~to ~~sector~~generate ~~expertise~~incremental ~~and stable customer bases. We then enhance their operations through cutting-edge technology~~revenue, ~~improving~~improve ~~scalability,~~operational ~~productivity~~performance, and ~~profitability.~~reinforce ·the ~~Scalable~~Company’s position ~~Opportunities:~~as Wea ~~prioritize~~trusted ~~acquisitions~~operator ~~where we can realize significant revenue growth~~ within ~~two~~the ~~years,~~telecommunications ~~while building a portfolio of solutions that complement our existing capabilities~~ecosystem.

9In ~~table~~addition, ofthe ~~Contents~~Company is pursuing partnerships and development initiatives to support its expansion into communications-enabled financial workflows and cross-border transaction services.

~~Multi-Pronged~~Industry ~~Growth Approach~~Overview

1.The ~~Unified~~global ~~SaaS~~telecommunications ~~Framework~~services Wemarket was ~~plan~~estimated toby ~~integrate~~industry ~~our~~sources ~~acquired~~at ~~and~~approximately ~~in-house technologies into a cohesive SaaS ecosystem, delivering a streamlined user experience and centralized access to our diverse applications~~$1.98 2.trillion ~~Expanding Customer Base Our solutions are planned to be deployed~~ in ~~leading~~2024 ~~media, technology,~~ and telecommunications environments. We aim to deepen these relationships and broaden adoption of our platforms, driving greater revenue through long-term, value-added partnerships. 3. SMB Enablement We believe there is ~~strong~~projected ~~demand among small-~~to~~-medium-sized~~ ~~businesses~~grow ~~(“SMBs”)~~at ~~for~~a ~~accessible, end~~mid-tosingle-~~end~~digit ~~solutions,~~compound ~~particularly~~annual rate ~~those~~through ~~that simplify e-commerce, marketing, or operational complexities~~2030. We will continue marketing our platforms to SMBs that want advanced features without excessive overhead or technical barriers. 4. Continued Innovation We are committed to ongoing research and development. Initiatives include enhancing our self-service tools, embedding AI-driven analytics for real-time decision-making, and exploring additional verticals where digital transformation can create competitive advantages.

~~Governmental~~Within ~~Regulation~~this market, AI adoption and automation are expected to grow at a faster rate, driven by:

~~Facilities-based~~· ~~wireless~~Increasing ~~communications~~network ~~providers~~complexity inand ~~the~~data ~~United~~volumes ~~States~~· ~~must~~Demand befor ~~licensed~~cost byefficiency ~~the FCC to provide communications services at specified spectrum frequencies within defined geographic areas~~ and ~~must~~automation ~~comply~~· ~~with~~Fraud ~~FCC~~detection ~~rules~~ and ~~policies~~security ~~governing~~requirements ~~the~~· ~~use of the spectrum. The FCC’s rules have a direct impact on whether the wireless industry has sufficient spectrum available to support the high~~Real-~~quality, innovative services our customers demand. Wireless licenses are issued for a fixed~~ time ~~period,~~performance typically 10 to 15 years, and we must seek renewal of these licenses. While the FCC has generally renewed licenses, the FCC has authority to both revoke a license for cause and to deny a license renewal if a renewal is not in the public interest. Additionally, while wireless communications providers’ prices and service offerings have historically not been subject to prescriptive regulation, the federal government and various states periodically consider new regulations and legislation relating to various aspects of wireless services.optimization

The ~~Communications~~Company ~~Act~~operates ofwithin ~~1934 and other related laws give~~ the ~~FCC~~wholesale ~~broad authority to regulate the U.S. operations of our interstate~~ telecommunications ~~services. In addition, our ILEC subsidiaries are subject to regulation by state governments, which have the power to regulate intrastate rates~~ and ~~services,~~AI-enabled ~~including~~infrastructure ~~local,~~segment ~~long-distance~~ and ~~network access services, provided such state regulation~~ is ~~consistent~~expanding ~~with~~into ~~federal~~adjacent ~~law.~~markets ~~Some~~at ~~states have eliminated or reduced regulations on our retail offerings. These subsidiaries are also subject to~~ the ~~jurisdiction~~intersection of ~~the~~communications ~~FCC with respect to intercarrier compensation, interconnection,~~ and ~~interstate~~financial ~~and international rates and services, including interstate access charges~~technology. ~~Access charges are a form of intercarrier compensation designed to reimburse our wireline subsidiaries for the use of their networks by other carriers.~~

~~Competitive Landscape~~4

~~The~~Competitive ~~telecom and AI-integrated telecom sector includes a mix of large global operators and technology solution providers. Notable publicly-listed competitors include:~~Landscape

·The ~~AT&T~~Company ~~Inc.~~competes (NYSE: T) – U.S. telecommunications carrier. · Verizon Communications Inc. (NYSE: VZ) – U.S. telecommunications carrier. · Vodafone Group plc (NASDAQ: VOD) – International telecom operator. · Orange S.A. (NYSE: ORAN) – European telecommunications provider. · Amdocs Limited (NASDAQ: DOX) – Telecom software and AI-enabled billing solutions provider. · CSG Systems International, Inc. (NASDAQ: CSGS) – Telecom billing and revenue management software provider. · Oracle Corporation (NYSE: ORCL) – Supplier of telecom network and billing software solutions. · Twilio Inc. (NYSE: TWLO) – Cloud communications platform integrating telecom services with ~~AI-driven features. · Sinch AB (OTC~~: ~~CLCMF) – Global messaging and voice communications platform for operators and enterprises.~~

10· ~~table~~Global oftelecommunications ~~Contents~~carriers · Regional wholesale voice and messaging providers · Cloud communications platforms · Optimized logic routing, billing, and analytics providers · Emerging communications-enabled fintech platforms

~~Leveraging~~Competition ~~GOLQ~~is ~~Technology~~based on:

~~Through~~· ~~the~~Pricing ~~GoLogiq~~and ~~(“GOLQ”)~~cost ~~license,~~efficiency we· ~~offer~~Route ~~SMBs~~quality aand ~~range~~delivery ofperformance ~~mobile~~· ~~commerce~~Reliability ~~solutions.~~and ~~The~~service ~~CreateApp~~levels ~~platform,~~· ~~offered~~Technology ascapabilities ~~a Platform as a Service (“PaaS”), allows businesses to build mobile apps for their products~~ and ~~services~~automation ~~without~~· ~~requiring~~Network ~~significant~~reach ~~technical expertise or capital investment. By lowering barriers to digital adoption, CreateApp enables SMBs to expand sales channels, improve customer engagement,~~ and ~~streamline~~carrier ~~operations.~~relationships We· ~~recognize~~Ability ~~revenue on a subscription basis, as customers pay~~ to ~~use~~integrate ~~the~~communications ~~platform’s~~with ~~functionalities~~broader ~~to develop and launch their mobile applications.~~workflows

~~Although~~The ~~the~~Company’s ~~GOLQ~~competitive ~~Technology~~approach ~~primarily~~emphasizes automation, ~~serves~~disciplined ~~SMBs’~~traffic ~~e-commerce needs~~optimization, weinfrastructure ~~remain~~integration, ~~flexible in exploring other AI-driven opportunities. Our broader strategy is to adapt these~~ and ~~other~~expansion ~~emerging~~into ~~technologies to any industry that stands to benefit from modernization and data~~higher-~~focused~~value ~~transformation~~service layers.

~~GOLQ~~Intellectual ~~Technology~~Property

~~Since~~The ~~2017,~~Company’s ~~CreateApp~~business ~~has~~relies ~~enabled mobile commerce via its enhanced platform offered~~ on a ~~Platform~~combination ~~as a Service, or PaaS basis, along with its e-wallet initiative. The GOLQ license allows us to offer the following products (each~~ of ~~which is described below)~~: ~~(i) CreateApp, (ii) Paylogiq; and (iii) Gologiq.~~

~~CreateApp~~· Licensed software and infrastructure platforms · Proprietary algorithms and routing logic · Trade secrets and confidential information · Third-party technology and development agreements

~~CreateApp~~The Company uses contractual protections, ~~the~~including confidentiality ~~core~~and ~~product~~licensing inagreements, ~~the~~to ~~GOLQ~~safeguard ~~Technology~~its ~~and~~intellectual ~~PaaS,~~property ~~allows~~and ~~SMBs~~commercial toinformation. ~~create~~Infrastructure ~~mobile~~initiatives include ~~apps~~edge ~~for~~computing ~~their~~capacity ~~business~~and ~~without~~network ~~the~~assets ~~need~~associated ofwith ~~technical~~acquired ~~knowledge~~technologies, ~~high~~including ~~investment~~facilities in Vancouver and Fremont, intended orto ~~background~~support inresilient ITworkloads and future platform expansion.

CreateApp has evolved since 2017 to capitalize on the immediate opportunity for developing a larger network of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East Asia and the United States. The platform enhancements have taken our technology from a standalone “do-it-yourself” (“DIY”) app builder to an enhanced platform built to enable mobile commerce by empowering users to create their own e-commerce and mobile-commerce ecosystem.Employees

~~Beginning~~As ~~in 2019, CreateApp focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase the number~~ of ~~users~~December 31, ~~and the merchants available to users~~ 2025, ~~of its products on a PaaS basis. These efforts expanded on~~ the ~~success~~Company ofemployed ~~recent~~two ~~product~~full ~~launches~~time ~~representative~~employees ~~of the PaaS platform strategy~~ and product offerings with our strategic partners. We believe that supporting these initiatives through deeper engagement, interaction, and co-marketing/sales substantially benefited the CreateApp business in 2018 and 2019. As a ~~result,~~number ~~CreateApp’s~~of ~~year-over-year~~independent ~~revenues increased significantly in 2018 and 2019~~contractors. For 2022 as compared to prior years, CreateApp worked to improve gross profit margins while reducing older, white-label partnership revenues and although year-over-year revenues decreased, the gross profits margins improved.

~~Paylogiq~~5

~~Launched~~ITEM in late 2017 as an e-wallet initiative, Paylogiq is a ‘consumer facing’ product offering that supports the PaaS strategy developed by the enhancements to the CreateApp platform providing payment capabilities to users of the platform1A. ~~Moreover,~~RISK ~~Paylogiq is designed to be a robust and universal payment platform, and its growth is therefore not limited to our CreateApp PaaS customers alone.~~FACTORS

~~Gologiq~~You should carefully consider the following risk factors, together with all of the other information included or incorporated in this Annual Report. Each of these risk factors, either alone or taken together, could adversely affect our business, financial condition and results of operations, and adversely affect the value of an investment in our Common Stock. There may be additional risks that we do not know of or that we believe are immaterial that could also impair our business and financial condition.

~~Gologiq~~Our business is asubject ~~PaaS~~to numerous ~~platform~~risks ~~that~~and ~~provides~~uncertainties ~~mobile~~that ~~payment~~you ~~capabilities~~should ~~for~~consider ~~the~~before ~~local~~investing ~~food~~in ~~delivery~~our ~~service industry~~company. ~~Logiq~~You ~~launched~~should ~~Gologiq~~carefully inconsider all of the ~~fall~~risks described ofmore ~~2019~~fully in ~~Jakarta,~~this ~~Indonesia.~~section Webefore ~~plan~~deciding to ~~fully~~invest ~~evaluate~~in ~~all~~our ~~options~~common ~~for~~stock. ~~the~~If ~~Gologiq~~any ~~platform~~of inthese ~~order~~risks toactually ~~increase~~occurs, ~~user~~our ~~growth~~business, financial condition and ~~regional~~results ~~expansion~~of ~~with~~operations ~~its~~would ~~unique~~likely ~~pedestrian-powered~~be ~~approach~~materially toadversely ~~urban food delivery~~affected.

WeImportant ~~evaluate~~factors ~~opportunities~~that tocould cause ~~acquire~~actual ~~complementary~~results ~~businesses~~or ~~and~~events ~~personnel~~to indiffer ~~furtherance~~materially, ofbut ~~our~~are ~~ongoing~~not ~~strategy~~limited to, ~~utilize~~the ~~data to disrupt specific old-line industry sectors.~~ following:

11Risk ~~table~~Factors Related to the Business of ~~Contents~~the Company

~~Our~~Because ~~Recruiting~~we ~~Services~~have a history of net losses, we may never achieve or sustain profitability or positive cash flow from operations.

~~Operating~~We ~~Businesses~~have incurred net losses in each fiscal year since inception, including net losses of approximately $15.0 million for the year ended December 31, 2025, and ~~Revenue~~$22.6 million for the year ended December 31, 2024. As of December 31, 2025, we had an accumulated deficit of approximately $113.8 million. We expect to continue to incur substantial expenditures to develop and market our services and could continue to incur losses and negative operating cash flow for the foreseeable future. We may never achieve profitability or positive cash flow in the future, and even if we do, we may not be able to continue being profitable. Any failure to achieve and maintain profitability would continue to have an adverse effect on our stockholders’ deficit and working capital and could result in a decline in our stock price or cause us to cease operations. Our independent registered public accounting firm has previously expressed substantial doubt about our ability to continue as a going concern. If we cannot achieve sustained profitability or obtain additional financing, we may be required to curtail operations.

We ~~have~~will ~~historically~~need ~~generated~~to ~~revenue~~raise ~~from~~additional funds in the ~~following~~near ~~activities:~~future in order to execute our business plan and these funds may not be available to us when we need them. If we cannot raise additional funds when we need them, our business, prospects, financial condition and operating results could be negatively affected.

~~· Software Subscriptions:~~ We ~~offer~~require a subscription to our web-based platforms that help employers recruit talent. Our platforms allow customers to source, contact, screen, and sort candidates using data science, advanced email campaigning tools, and predictive analytics. As part of our software subscriptions, we offered enhanced support packages and On Demand recruiting support services for an additional fee. Additional fees may be charged when we place a candidate with our customer, depending on the subscription type. In such cases, if the candidate ceases to be employed by the customer during the initial 90 days (the 90-day guarantee), we refund the customer capital in ~~full for all fees paid by~~ the ~~customer.~~future ~~In December of 2022, we sold one of our software platforms to Talent, Inc. that was used~~ in ~~the~~order delivery of the subscription service. Subsequently, we continued providing the service, but leveraged third-party tools in the delivery of services. · Recruiters On Demand: Consists of a consulting and staffing service specifically for the placement of professional recruiters, which we market as Recruiters On Demand. Recruiters On Demand is a flexible, time-based solution that provides businesses of all sizes access to ~~recruiters~~fund ~~on an outsourced, virtual basis for help with their hiring needs. As with other consulting and staffing solutions, we procure for~~ our ~~employer~~growth ~~clients~~strategy ~~qualified~~or ~~professional~~to ~~recruiters,~~respond ~~and~~to ~~then~~technological ~~place them on assignment with our employer clients. We derive revenue from Recruiters On Demand by billing the employer clients for the placed recruiters' ongoing work at an agreed-upon~~advancements, ~~time-based~~competitive ~~rate.~~dynamics Weor ~~directly source recruiter candidates from our network of recruiters. In addition~~technologies, customer ~~we also offer talent planning~~demands, ~~talent~~business ~~assessment~~opportunities, ~~strategic guidance~~challenges, ~~and~~acquisitions ~~organizational~~or ~~development~~unforeseen ~~services, which we market as our “Talent Effectiveness” practice~~circumstances. ~~Companies~~Our ~~prepay~~telecommunications ~~for~~operations arequire working ~~certain~~capital number of consulting hours at an agreed-upon, time-based rate. We source and provide the independent consultants that provide the service. In March 2023, we announced a strategic partnership with Job Mobz to ~~transition~~support ~~certain~~carrier ~~Recruiters on Demand clients and staff to Job Mobz in exchange for an ongoing revenue stream. On February 13~~deposits, ~~2024,~~traffic the Company obtained the consent of Job Mobz to proceed with the transactions contemplated by the Job Mobz Agreement without obtaining such shareholder approval. The transaction closed in September 2024. The Company discontinued providing Recruiter On Demand following execution of the acquisition. · Full-time Placement: Consists of providing referrals of qualified candidates to employers to hire staff for full-time positions. We generated full-time placement revenue by earning one-time fees for each time that employers hire one of the candidates that we refer. Employers alert us of their hiring needs through our Platformvolume, ~~or other communications. We sourced qualified candidate referrals for the employers’ available jobs through independent recruiter users that access the Platform~~ and ~~other~~settlement ~~tools~~cycles. We ~~supported~~may ~~and~~also ~~supplemented~~determine ~~the independent recruiters’ efforts with dedicated internal employees we call our internal talent delivery team. Our talent delivery team selects and delivers candidate profiles and resumes~~ to ~~our~~raise ~~employer~~equity ~~clients for their review and ultimate selection. Upon the employer hiring one~~ or ~~more~~debt of our candidate referrals, we earned a “full-time placement fee”, an amount separately negotiated with each employer client. The full-time placement fee is typically either a percentage of the referred candidates’ first year base salary or an agreed-upon flat fee. · Marketplace: Our Marketplace category comprises services financing for ~~businesses~~other ~~and individuals that leverage our online presence and career communities~~reasons. For ~~businesses~~example, ~~this includes job postings, sponsorship of digital newsletters, online content promotion, social media distribution, banner advertising, and other branded electronic communications, such as~~ in ~~our~~order ~~quarterly~~to ~~digital~~further ~~publication~~enhance on recruiting trends and issues. We earn revenue by completing agreed upon marketing related deliverables and milestones using pricing and terms set by mutual agreement with the customer. In some cases, we earn a percentage of revenue a business ~~receives~~relationships from attracting new clients by advertising on the Platform. Companies can also pay us to post job openings on our proprietary job boards to promote open job positions they are trying to fill. In addition to our work with ~~direct~~current ~~clients,~~or wepotential ~~categorize~~customers ~~all~~or ~~online advertising and affiliate marketing revenue as Marketplace revenue. For individuals~~partners, Marketplace includes services to assist with career development and advancement, including a resume distribution service that promotes these job seekers’ profiles and resumes to help with their procuring employment, upskilling, and training. Our resume distribution service allows a job seeker to upload their resume to our database, which we may ~~then~~issue ~~distribute~~equity toor ~~our network of recruiters on the Platform. We earn revenue from a one~~equity-~~time~~linked ~~flat~~securities fee for this service. We also offer a recruiter certification program which encompasses our recruitment related training content, which we make accessible through our online learning management system. Customers of the recruiter certification program use a self-managed system to navigate through a digital course of study. Upon completion of the program, we issue a certificate of completion and make available a digital badge to certify their achievement for display on their online recruiter profile on the Platform. · Consulting and Staffing: Consists of providing consulting and staffing personnel services to employers to satisfy their demand for long- and short-term consulting and temporary employee needs. We generate revenue by first referring qualified personnel for the employer’s specific talent needs, then placing such ~~personnel~~current ~~with~~or ~~the~~potential ~~employer,~~customers but with our providers acting as the employer of record for us, and finally, billing the employer for the time and work of our placed personnel on an ongoing basis. Our process for finding candidates for consulting and staffing engagements largely mirrors our process for full-time placement hiring. This process includes employers informing us of open consulting and temporary staffing opportunities and projects, sourcing qualified candidates through the Platform and other similar means, and, finally, the employer selecting our candidates for placement after a process of review and selection. We bill these employer clients for our placed candidates’ ongoing work at an agreed-upon, time-based rate, typically on a weekly schedule of invoicing. Through a strategic sale to Futuris, Inc. In October, 2023, we exited the Consulting and Staffing line of business, and consider it discontinued. · Revenue Share: We refer certain clients to a third party in exchange for a referral fee. The amount of the referral fee is dependent upon whether the referral is an existing client of ours and what services we currently provide that client, or ~~a client of a third party who is not historically serviced by us~~partners. ~~Referral fees under the revenue share arrangement are subject to certain minimum and maximum payout amounts. We record referral fees earned under our revenue share arrangement on a net basis.~~

12We ~~table~~may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If we raise additional funds through the issuance of ~~Contents~~equity or convertible debt or other equity-linked securities, our existing shareholders could experience significant dilution. In addition, any debt financing obtained by us in the future, whether in the form of a credit facility or otherwise, could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. In addition, because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts.

~~The costs of our revenue primarily consist of employee costs, third-party staffing costs and other fees, outsourced recruiter fees and commissions based on a percentage of our gross margin.~~6

~~Our~~If ~~Platform~~we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and ~~Technology~~market price of our common stock and expose the Company to litigation.

~~Product~~On ~~Development~~February 20, 2026, we received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that our consolidated closing bid price has been below $1.00 per share for 30 consecutive business days and that, therefore, we are 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 “Nasdaq Rule”). The notice does not result in the immediate delisting of our common stock from The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have 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 our 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 we are not in compliance by such date, we may be afforded a second 180-calendar day period to regain compliance. To qualify, we 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, we 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.

WeIf ~~expect~~we ~~that~~do ~~the~~not ~~development~~regain ofcompliance within ~~our~~the ~~software~~allotted ~~will~~180-day ~~focus~~compliance onperiod ~~expanding~~and ~~product~~is ~~lines,~~not ~~designing~~eligible ~~enhancements~~for toa ~~our~~second ~~core~~180-day ~~technologies~~compliance period, ~~and~~our ~~integrating~~common ~~existing~~stock ~~and~~would ~~new~~be ~~products~~subject to ~~into~~delisting ~~our~~unless ~~principal~~it ~~software~~requested ~~architecture~~a ~~and~~hearing ~~platform~~before ~~technologies.~~an Weindependent ~~intend~~Nasdaq toHearings ~~continue~~Panel. toA ~~offer~~request ~~regular~~for ~~updates~~a tohearing ~~our~~would ~~products~~stay ~~and~~any tosuspension or ~~continue~~delisting toaction ~~look~~pending ~~for~~the ~~opportunities~~hearing toand ~~expand~~any ~~our~~additional ~~existing~~extension ~~suite~~period ofgranted ~~products~~by ~~and~~the ~~services~~Nasdaq Hearings Panel.

ToIf ~~date,~~ our ~~products~~common ~~have~~stock ~~primarily~~were to ~~been~~be ~~developed~~delisted ~~internally~~from Nasdaq, ~~although~~the weliquidity ~~have~~of ~~also~~our ~~licensed~~common orstock ~~acquired~~would ~~products,~~be oradversely ~~portions of products~~affected, ~~from~~and ~~third~~the ~~parties.~~market ~~These~~price ~~arrangements~~of ~~sometimes~~our ~~require~~common usstock ~~pay royalties to third parties~~could decrease. WeThere ~~intend~~is tono ~~continue~~assurance tothat ~~license~~we orwill ~~otherwise~~maintain ~~acquire~~its ~~technology~~compliance orwith ~~products~~the ~~from~~Nasdaq ~~third~~Rule ~~parties~~in ~~when~~the ~~it makes business sense to do so~~future.

~~Sales~~Our ~~and~~telecommunications ~~Marketing~~line ~~Strategy~~of business is highly sensitive to declining prices, which may adversely affect our revenues and margins.

~~Our~~The ~~sales~~telecommunications ~~and~~industry ~~marketing~~is ~~strategy~~characterized by ~~has~~intense ~~historically~~price ~~been~~competition, ~~centered~~which ~~around~~has ~~driving~~resulted ~~cost-effective~~in ~~awareness~~declines ofin ~~our~~both ~~brand and the benefits of~~ our ~~platform~~average ~~among~~per-minute ~~recruiters~~price ~~and~~realizations ~~employers of all sizes, from small businesses to Fortune 100 companies. Most of our new recruiter~~ and ~~employer registrations come from direct navigation to~~ our ~~website~~average ~~through unpaid search engine results listings, social media, and other content~~per-~~based,~~minute termination ~~no-cost referrals~~costs.

~~Public~~A ~~Relations~~reduction in our prices to compete with any other offers in the market will not always guarantee an increase in traffic, which may result in a reduction of revenue. If these trends in pricing continue or accelerate, it could have a material adverse effect on the revenues generated by our telecommunications businesses and/or our gross margins. The continued growth of Over-The-Top calling and messaging services, such as WhatsApp, have adversely affected the use of traditional phone communications. We expect this IP-based service, which offers voice communications for free to continue to increase, which may result in increased substitution on our service offerings.

~~For PR and marketing purposes~~Additionally, weour ~~rely~~cost ~~mostly~~of onrevenue ~~the~~is ~~continued~~significant and ~~development~~margins ofmay ~~our thought leadership content~~fluctuate. ~~Recruiter~~Wholesale ~~Index®,~~telecommunications ~~our~~is ~~proprietary~~a ~~analysis~~low-margin ~~that~~industry ~~pinpoints~~subject ~~recruiting~~to ~~trends~~rapid ~~and~~pricing ~~forecasts~~changes. ~~business~~Increases ~~growth,~~in ~~will~~carrier costs ~~form~~or ~~the~~pricing ~~bedrock~~compression ofcould ~~our~~materially ~~thought~~impact ~~leadership strategy~~profitability.

NoOur ~~one~~products ~~understands~~face ~~the~~intense ~~talent~~competitive ~~market like the recruiters~~challenges, including HRrapid ~~professionals,~~technological ~~and~~changes ~~talent acquisition experts working on the front lines. We have the unique ability to survey our vast network of independent recruiting~~ and ~~talent~~pricing ~~acquisition~~pressure ~~specialists~~from ~~to uncover job market trends. Given the Recruiter Index’s® consistent media appearances beginning in June 2020~~competitors, ~~including~~which oncould ~~CNBC,~~adversely ~~there~~affect ~~appears~~our ~~to be strong demand for leading labor market indicators~~business.

13All ~~table~~of our product lines are subject to significant competition from existing and future competitors, market conditions and technological change, or a combination of ~~Contents~~them, and our sales revenues and gross margins may suffer protracted and serious declines with the result that we would likely incur protracted losses. Further, the barriers to entry in several of our lines of business are not so significant that we may be facing competition from others who see significant opportunities to enter the market and undercut our prices with products that possess superior technological attributes at prices that offer our customers a better value. In this instance, we could incur protracted and significant losses and people who acquire our common stock would suffer losses thereby.

~~Community Management~~7

WeFrom ~~consider~~time to time, we may need to reduce our ~~community~~prices in ~~management~~response to competitive and ~~social~~customer ~~media~~pressures ~~groups~~and anto ~~important~~maintain ~~asset~~our market share. Competition and ~~part~~customer ofpressures may also restrict our ~~go-~~ability to~~-market~~ increase prices in response to commodity and ~~overall~~other ~~marketing~~input ~~strategy~~cost increases. ~~The~~ ~~Company~~Our ~~operates~~results ~~various~~of ~~membership~~operations ~~groups~~will suffer if profit margins decrease, ~~focused~~as ona ~~the~~result ~~LinkedIn~~of ~~platform~~a reduction in prices, increased input costs or other factors, and ~~regularly~~if ~~engages~~we ~~with~~are ~~these~~unable ~~communities~~to increase sales volumes to offset those profit margin decreases. We may also need to increase spending on marketing, advertising and new product innovation to protect existing market share or increase market share. The success of our investments is subject to risks, including uncertainties about trade and consumer acceptance. As a result, our increased expenditures may not maintain or enhance market share and could result in lower profitability.

~~GOLQ~~Our ~~Technology~~operating results may fluctuate, which could have a negative impact on our ability to grow our client base, establish sustainable revenues and succeed overall.

Our ~~sales~~results ~~and~~of ~~marketing~~operations ~~efforts~~may ~~will~~fluctuate beas ~~focused on promoting sales, producing expert content and brand awareness. We believe that the resellers agreements signed by CreateApp in 2015, 2016, and 2017 created~~ a ~~large~~result of ~~enough addressable market opportunity to generate sales and profits in~~ a ~~scalable~~number ~~manner, grow our business and enhance shareholder value. Given the nature~~ of ~~DIY~~factors, ~~mobile~~some ~~apps and the primary target market~~ of ~~SMBs,~~which aare ~~typical~~beyond ~~go-to-market~~our ~~strategy~~control ~~would~~including ~~have~~but anot ~~direct~~limited ~~sales force or resellers approach SMBs directly~~ to ~~drive our revenue.~~:

We· ~~intend~~general toeconomic ~~continue~~conditions ~~CreateApp’s~~in ~~evolution~~the geographies and industries where we sell our services and conduct operations; legislative policies where we sell our services and conduct operations; · the budgetary constraints of ~~its~~our ~~PaaS~~customers; ~~platform~~seasonality; · the success of our strategic growth initiatives; · costs associated with ~~two~~the ~~distinct~~launching ~~market~~or ~~paths~~integration toof ~~drive~~new ~~recurring~~or ~~revenue~~acquired ~~business~~businesses; ~~model:~~ · timing of new product introductions by us, our suppliers and our competitors; product and service mix, availability, utilization and pricing; · the mix, by state and country, of our revenues, personnel and assets; · movements in interest rates or tax rates; · changes in, and application of, accounting rules; · changes in the regulations applicable to us; · Litigation matters.

~~(i)~~As ~~Cooperation agreements in countries/regions where our partners are responsible for targeting SMBs either through an installed base of customers or groups of direct sellers with~~ a ~~sales~~result ~~and marketing team focusing on end customers. (ii) Digital wallet or e-wallet solutions. A distinguishing characteristic~~ of ~~Greater~~these ~~South East Asia (“GSEA”) compared to the United States is the substantially lower percentage of the population in GSEA with bank accounts~~factors, ~~credit~~we ~~cards,~~may ornot debit cards. This creates the need for alternative payment methods, specifically e-wallets according to the International Data Corporation (“IDC”). GSEA is poised for its own payments transformation succeed in ~~much the same way that China has shifted to online payments. Online payments in GSEA is divided into four broad payment modes: e-wallets (such as~~ our ~~Paylogiq platform)~~business, ~~credit cards, debit cards~~ and ~~online~~we ~~banking.~~could Ofgo ~~these~~out IDC experts, the e-wallet mode is expected to grow the fastest over the next five years. Drivers for GSEA’s e-wallet industry include the mismatch between internet penetration and banking penetration (which creates a structural opportunity for e-wallet), the increasing integration of ~~e-wallets with use cases such as online games and e-commerce, and the opportunity to offer broader digital financial services using e-wallets as a foundation~~business.

~~With~~The ~~the~~termination ~~above~~of ~~strategy,~~our wecarrier ~~believe~~agreements or ~~that~~our weinability ~~will be able~~ to ~~maintain~~enter ainto ~~lower~~new ~~capital~~carrier ~~expenditure~~agreements ~~base~~in ~~due to~~ the ~~‘level-two’~~future ~~customer~~could ~~support~~materially ~~vs.~~and ~~‘level-one’~~adversely ~~customer~~affect ~~support,~~our ~~smaller~~ability ~~sales~~to ~~and marketing teams~~compete, ~~and~~which could ~~the~~reduce ~~need~~our torevenues ~~provide~~and ~~hosting services~~profits.

~~Our~~We ~~CreateApp~~rely ~~platform~~upon ~~operates~~our ascarrier aagreements ~~PaaS,~~to ~~allowing~~provide our ~~users~~telecommunications services to ~~develop~~our ~~their~~customers. ~~own~~These ~~applications~~carrier ~~supplying~~agreements ~~the~~are, ~~infrastructure~~in ~~and~~most ITcases ~~services~~for finite terms and, ~~which~~therefore, ~~users~~there can be ~~access anywhere~~no ~~via~~guarantee athat ~~web~~these agreements will be renewed at all or ~~desktop~~on ~~browser~~favorable terms to us. Our revenue depends on relationships with telecommunications carriers and interconnection agreements. We ~~recognize~~rely on third-party carriers to originate and terminate traffic. Loss, modification, or unfavorable renegotiation of these agreements could materially reduce revenue. onOur aability ~~pay~~to compete would be adversely affected if our carrier agreements were terminated or we were unable to ~~use~~enter ~~subscription~~into ~~basis~~carrier ~~when~~agreements in the future to provide our telecommunications services to our customers, which ~~use~~could result in a reduction of our ~~platform~~revenues and profits.

WeOur docustomers ~~not~~could ~~plan~~experience ~~to compensate resellers and distributors. Instead~~financial difficulties, ~~the~~which ~~end~~could ~~user~~adversely ~~will~~affect ~~pay the reseller/distributor directly as well as paying for~~ our ~~services,~~revenues ~~for~~and ~~which~~profitability if we orexperience ~~our~~difficulties ~~reseller/distributor~~ in ~~licensed~~collecting ~~territories~~our ~~bill the end user separately~~receivables.

~~Research~~As a provider of international long-distance services, we depend upon sales of transmission and ~~Development~~termination of traffic to other long-distance providers and the collection of receivables from these customers. The wholesale telecommunications market continues to feature many smaller, less financially stable companies. If weakness in the telecommunications industry or the global economy reduces our ability to collect our accounts receivable from our major customers our profitability may be substantially reduced. This concentration of revenue increases our exposure to non-payments and we may experience significant write-offs if any of our large customers fail to pay their outstanding balances, which could adversely affect our revenues and profitability.

Our R&D strategy is to develop and offer technology solutions to our present and future customers. We intend to continue to invest in various technology initiatives related to e-commerce and telecommunications, including website and platform development. 8

14We ~~table~~may offail ~~Contents~~to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions.

~~Competition~~We intend to make acquisitions of complementary (including competitive) businesses, products and technologies. However, any future acquisitions may result in material transaction costs, increased interest and amortization expenses related to goodwill and other intangible assets, increased depreciation expenses and increased operating expenses, any of which could have an adverse effect on our operating results and financial position. Acquisitions will require integration of acquired assets and management into our operations to realize economies of scale and control costs. Acquisitions may involve other risks, including diversion of management attention that would otherwise be available for ongoing internal development of our business and risks inherent in entering markets in which we have no or limited prior experience. In connection with future acquisitions, we may make potentially dilutive issuances of equity securities. In addition, consummation of acquisitions may subject us to unanticipated business uncertainties, contingent liabilities or legal matters relating to those acquired businesses for which the sellers of the acquired businesses may not fully indemnify us. There can be no assurance that our business will grow through acquisitions, as anticipated.

~~The~~We ~~market~~believe ~~for~~there ~~online~~are ~~staffing~~meaningful opportunities to grow through acquisitions and ~~recruitment~~joint ventures across all product and service categories and we expect to continue a strategy of selectively identifying and acquiring businesses with complementary products and services. isWe ~~highly~~may ~~competitive~~be unable to identify, ~~fragmented~~negotiate, and ~~undergoing~~complete ~~rapid~~suitable acquisition ~~changes~~opportunities ~~following~~on ~~increasing~~reasonable ~~demand,~~terms. ~~technological~~There ~~advancements,~~can ~~and~~be ~~shifting~~no ~~needs~~assurance that any business acquired by us will be successfully integrated with our operations or prove to be profitable to us. We ~~compete~~may ~~with~~incur ~~several~~future ~~online~~liabilities ~~and~~related ~~offline~~to ~~platforms~~acquisitions. ~~and~~Should ~~services~~any of the following problems, ~~including~~or ~~but~~others, ~~not~~occur ~~limited~~as toa result of our acquisition strategy, the ~~following~~impact could be material:

· ~~Traditional~~diversion ~~talent~~of ~~acquisition~~management time and ~~staffing~~focus ~~service~~from ~~providers~~operating ~~and~~our business; · use of resources that are needed in other ~~outsourcing~~areas ~~providers~~of our business; · in the case of an acquisition, ~~such~~implementation asor remediation of controls, procedures and policies of the ~~Adecco~~acquired ~~Group~~company; · in the case of an acquisition, ~~Korn~~difficulty ~~Ferry~~integrating the accounting systems and operations of the acquired company; · in the case of an acquisition, ~~Russell~~coordination ~~Reynolds~~of ~~Associates~~product, ~~Inc.~~engineering and selling and marketing functions, including difficulties and ~~Robert~~additional ~~Half~~expenses ~~International~~associated with supporting legacy services and products and hosting infrastructure of the acquired company and difficulty converting the customers of the acquired company onto our systems, ~~Inc.~~platforms and contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company; · ~~Other~~in ~~e-staffing~~the ~~and~~case ~~recruitment~~of ~~marketplace~~an ~~providers~~acquisition, ~~such~~difficulty asintegrating, ~~Hired.com~~supporting or enhancing acquired product lines or services, ~~Scout~~including ~~Exchange~~difficulty in transitioning acquired solutions developed with different source code architectures to our integrated platforms, difficulty in supporting feature development across our full suite of house-built and ~~Reflik~~acquired solutions and strain on resources from marketing and supporting multiple platforms prior to integration; · ~~Professional~~in ~~and~~the ~~personal~~case ~~social~~of ~~media~~an ~~platforms~~acquisition, ~~such~~retention asand ~~LinkedIn~~integration of employees from the acquired company, and ~~Facebook~~preservation of our corporate culture; · ~~Software~~in ~~and~~the ~~business~~case ~~services~~of ~~companies~~an ~~focused~~acquisition, reliance on ~~video~~certain ~~hiring~~existing ~~talent~~executive teams of acquired companies in new industries; · in the case of an acquisition or divestiture, ~~management~~difficulty delivering on our product strategy, ~~invoicing~~including building a platform that enables us to drive value across our full ecosystem of merchants, suppliers and consumers; · unforeseen costs or ~~staffing~~liabilities; ~~management~~· ~~products~~adverse effects to our existing business relationships with partners and ~~services~~customers as a result of the acquisition, investment or divestiture; · ~~Online~~the ~~and~~possibility ~~offline~~of ~~job~~adverse ~~boards~~tax consequences; · in the case of an acquisition or divestiture, ~~classified~~we ~~ads~~may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, ~~and~~or at all; · fluctuations in the value of our investments, impairment to the value of our investments, or the failure to realize a return on such investments; · regulatory risks, litigation or other ~~traditional~~claims ~~means~~inherited from or arising in connection with the acquired company, investment or divestiture; · in the case of ~~finding~~a ~~work~~divestiture, ~~and~~unforeseen ~~service~~loss ~~providers~~of institutional knowledge, resources, know-how, or other assets; · in the case of a divestiture, potential contractual obligations may trigger, such as ~~Craigslist~~change of control obligations, ~~CareerBuilder~~which may negatively impact our ability to execute on such divestiture, ~~Indeed~~our business, ~~Monster~~our financial condition, ~~and~~or ~~ZipRecruiter~~our operating results; and · ~~Additionally,~~in ~~well-established~~the ~~internet~~case ~~companies~~of foreign acquisitions, ~~such~~the asneed ~~Google~~to integrate operations across different cultures and ~~Amazon~~languages and to address the particular economic, ~~have~~currency, ~~entered~~political and regulatory risks associated with specific countries. · We may not be able to identify acquisition or investment opportunities that meet our strategic objectives, or to the extent that such opportunities are identified, we may ~~decide~~not be able to ~~join~~negotiate terms with respect to the acquisition or investment that are acceptable to us. In addition, the acquisitions and investments that we consummate may fail to achieve our ~~market~~strategic objectives, in which case we may shut down, divest, or otherwise exit the acquired business or investment, which could harm our reputation and ~~compete~~adversely ~~with~~affect our ~~Platform~~financial position and results of operations.

We compete based on several factors, including, among other things: size and engagement of user base, brand awareness and reputation, relationships with third party partners, and pricing. We differentiate ourselves through what we call our “three uniques:” people, power, and platform. We pride ourselves on:9

·We ~~Our~~may ~~people,~~seek ~~who~~business ~~are~~combination ~~experts~~ opportunities in ~~the~~industries ~~recruiting~~or ~~industry;~~sectors ·that ~~The~~are ~~power~~outside of our ~~robust~~management’s ~~network~~area of recruiters, top internet brand, distribution channels, and content and social media followings; and · The Platform, which is a complete and custom-built software platform, with many integrations and partnerships, which has developed over several yearsexpertise.

~~These~~We ~~“three~~will ~~uniques”~~consider ~~form~~a business combination outside of our ~~competitive~~management’s ~~“moat~~area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive opportunity for us. Although management intends to endeavor to evaluate the risks inherent in any particular business combination candidate,” ~~which~~we cannot assure you that we will adequately ascertain or assess all the significant risks, or that we will accurately determine the actual value of a prospective operating entity to acquire. In the event we elect to pursue an acquisition outside of the areas of our management’s ~~believes~~expertise, ~~would~~our management’s ability to evaluate and make decisions on behalf of us may be ~~highly~~limited, or ~~challenging~~we ~~for~~may ~~any~~make ~~competitor~~material expenditures on additional personnel or consultants to ~~replicate~~assist management in our operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will not necessarily be relevant to an understanding of the business that we ultimately elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any of our shareholders following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.

~~The~~Changes ~~fintech~~to ~~sector~~federal, isstate ~~rapidly evolving~~ and ~~highly~~foreign ~~competitive.~~government regulations ~~Our current~~ and ~~potential~~decisions ~~competitors~~in ~~include:~~regulatory ~~(i)~~proceedings, ~~other~~as ~~DIY~~well ~~mobile~~as ~~app~~private ~~companies; (ii) companies that provide e-commerce and e-wallet services~~litigation, ~~including~~could ~~website/app~~further ~~development;~~increase ~~and (ii) companies that provide infrastructure web and mobile services. We believe that the principal competitive factors in~~ our ~~mobile~~operating ~~apps~~costs ~~business include ease of use, affordability~~ and/or alter ~~broad~~customer ~~range~~perceptions of ~~functionality. Many of~~ our ~~current and potential competitors have greater resources~~operations, ~~longer~~which ~~histories,~~could ~~more~~materially ~~customers,~~adversely ~~and~~affect ~~greater brand recognition~~us. They may adopt more aggressive pricing and devote more resources to technology, functionality and ease of use and marketing. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

~~Intellectual~~Companies ~~Property~~operating the telecommunications industry are subject to significant federal and state regulation, including the FCC and in some instances, by state and local agencies. Adverse regulations and rulings by the courts, the FCC or states relating to broadband and wireless deployment, could impede our ability to manage our networks and recover costs and lessen incentives to invest in our networks. The continuing growth of IP-based services, especially when accessed by wireless devices, has created or potentially could create conflicting regulation between the FCC and various state and local authorities, which may involve lengthy litigation to resolve and may result in outcomes unfavorable to us. In addition, increased public focus on a variety of issues related to our operations, such as privacy issues, government requests or orders for customer data, and concerns about global climate change, have led to proposals or new legislation at state, federal and foreign government levels to change or increase regulation on our operations, which could result in additional costs of compliance or litigation. Enactment of new privacy laws and regulations could, among other things, adversely affect our ability to collect data and offer targeted advertisements or result in additional costs of compliance or litigation.

~~The protection of our intellectual property is an essential aspect of our business.~~ We ~~own~~may ~~our~~attempt ~~domain names and trademarks relating~~ to ~~our~~complete ~~website’s~~a ~~design~~business ~~and~~combination with ~~content, including our brand name and various logos and slogans. We rely upon~~ a ~~combination~~private oftarget ~~trademarks,~~company ~~trade~~about ~~secrets,~~which ~~copyrights,~~little ~~confidentiality~~information ~~procedures,~~is ~~contractual commitments~~available, and ~~other~~such ~~legal~~target ~~rights~~entity tomay ~~establish~~not ~~and~~generate ~~protect~~revenue ~~our~~as ~~intellectual property. We generally enter into confidentiality agreements and invention~~ expected or ~~work~~otherwise ~~product~~be ~~assignment~~compatible ~~agreements~~ with ~~our~~us ~~employees~~as ~~and consultants to control access to and clarify ownership of our software, documentation, and other proprietary information~~expected.

15In ~~table~~pursuing our search for a business to acquire, we will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of ~~Contents~~operations.

AsAny business we acquire will likely lack diversity of ~~March~~operations ~~15,~~or ~~2025~~geographical reach, ~~our~~and ~~trademarks~~in ~~include~~such ~~“Mediabistro”~~case we will be subject to risks associated with dependence on a single industry or region.

WeOur ~~have~~search ~~licensed~~for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies have the ability ~~GOLQ~~to ~~Technology~~manage ~~from~~their ~~GoLogiq,~~risk ~~which~~by ~~owns~~diversifying ~~all~~their ~~software~~operations ~~intellectual~~among ~~property~~different ~~for~~industries ~~CreateApp~~and asregions, ~~well~~smaller companies such as ours and the ~~eWallet~~entities ~~platform~~we ~~currently~~anticipate ~~operating~~reviewing ~~under~~for ~~the~~a ~~brand~~potential ~~names~~business ~~AtozPay~~combination ~~and~~generally ~~AtozGo~~lack diversification, in ~~Indonesia~~terms ~~(Paylogiq~~of both the nature and ~~Gologiq~~geographic scope of their business. As a result, ~~respectively)~~we will likely be impacted more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten our viability if and to the ~~global~~extent ~~rights~~our future operations are limited to ~~market~~a single industry or region. If we do not diversify our operations, our financial condition and ~~operate~~results inof ~~other~~operations ~~countries~~will ~~worldwide~~be at risk.

~~Government Regulation~~10

WeOur ~~are~~AI ~~subject~~systems to a number of U.S. federal and state and foreign laws and regulations that apply to internet companies and businesses that operate online marketplaces connecting businesses with recruiters. These laws and regulations may ~~involve~~not ~~worker~~perform ~~classification,~~as employment, data protection, privacy, online payment services, content regulation, intellectual property, taxation, consumer protection, background checks, payment services, money transmitter regulations, anti-corruption, anti-money laundering, and sanctions laws, or other mattersintended. Many of the rules and regulations that are or may apply to our business are still evolving and being tested in courts and could be interpreted in ways that could adversely impact our business. Also, the application and interpretation of these laws and regulations are often uncertain, particularly in the industry in which we operate.

~~Additionally,~~AI-driven ~~our~~routing ~~Platform~~ and ~~the~~analytics ~~platform~~tools ~~user~~may ~~data~~produce inaccurate ~~it uses~~results, ~~collects,~~leading orto ~~processes~~billing toerrors, ~~run~~network ~~our~~inefficiencies, ~~business~~or iscontractual andisputes. ~~integral~~Rapid ~~part~~technological ofchange could render our ~~business~~systems ~~model~~obsolete. Telecommunications and, asAI atechnologies ~~result,~~evolve ~~our~~rapidly. ~~compliance~~Failure ~~with~~to ~~laws~~adapt ~~dealing~~to ~~with~~new ~~the~~standards ~~use,~~or ~~collection,~~protocols ~~and~~could ~~processing~~reduce competitiveness. Increased regulation of ~~personal~~artificial ~~data~~intelligence ismay ~~part~~increase ofcompliance ~~our~~costs. ~~strategy~~Emerging toAI ~~improve~~regulations ~~platform~~may ~~user~~impose ~~experience~~additional operational and ~~build~~reporting ~~trust~~requirements.

~~Regulators~~Natural ~~around the world have adopted~~disasters, orterrorist ~~proposed requirements regarding the collection~~acts, ~~use,~~acts of ~~transfer~~war, ~~security~~pandemics, ~~storage,~~cyber-attacks ~~destruction,~~or ~~and~~ other ~~processing~~breaches of ~~personally~~network ~~identifiable~~or information ~~and~~technology ~~other~~security ~~data~~may ~~relating~~cause toequipment ~~individuals,~~failures ~~and~~or ~~these laws are increasing in number, enforcement, fines, and other penalties. Two such governmental regulations that carry implications for~~ disrupt our ~~platform are the GDPR and the CCPA~~operations.

~~The~~Our ~~GDPR~~inability ~~went~~to ~~into~~operate ~~effect~~our intelecommunications networks ~~May~~because ~~2018, implementing more stringent requirements in relation to companies’ use~~ of ~~personal data relating to all EU individuals (“data subjects”). Under~~ the ~~GDPR,~~events ~~the~~listed ~~expanded definition of personal data includes information such as name~~above, ~~identification~~even ~~number,~~for ~~email~~a ~~address,~~limited ~~location data~~period, ~~online~~may ~~identifiers~~result ~~such~~in asloss ~~internet~~of ~~protocol addresses and cookie identifiers~~revenue, orsignificant ~~any other type of information that can identify a living individual. The GDPR imposes a number of new requirements~~expenses, which ~~include:~~could have a ~~valid~~material ~~ground~~adverse ~~for~~effect ~~processing~~on ~~each~~our ~~instance~~results of ~~personal~~operations ~~data;~~and ~~higher~~financial ~~standards~~condition. ~~for~~Network ~~organizations~~disruptions, toservice ~~demonstrate~~outages, ~~that they have obtained valid consent~~ or ~~have~~routing failures ~~another~~could ~~legal~~materially ~~basis~~harm inour ~~place~~business. toOur ~~justify~~services ~~their~~depend ~~data~~on ~~processing~~uninterrupted activities; providing expanded information about how data subjects’ personal data is or will be used; carrying out data protection impact assessments for operations which present specific risks to individuals due to the nature or scope of the processing operation; an obligation to appoint data protection officers in certain circumstances; new rights for individuals to be “forgotten” and rights to data portability, as well as enhanced current rights; the principle of ~~accountability~~telecommunications ~~and~~infrastructure. ~~demonstrating compliance through policies~~System failures, ~~procedures~~cyberattacks, ~~training,~~or ~~and~~routing ~~audit;~~errors ~~profiling~~may ~~restrictions;~~result ~~and~~in alost ~~new~~revenue ~~mandatory~~and ~~data~~reputational ~~breach reporting regime~~damage.

InWe ~~the~~could ~~United~~be ~~States~~harmed by network disruptions, ~~California~~security breaches, ~~recently~~or ~~adopted~~other ~~the~~significant ~~CCPA,~~disruptions ~~which~~or ~~came~~failures ~~into~~of ~~effect~~our inIT ~~January~~infrastructure ~~2020~~and related systems. ~~Similar~~To inbe ~~certain~~successful, ~~respects~~we need to ~~the~~continue to ~~GDPR~~have available a high capacity, ~~the~~reliable ~~CCPA~~and ~~establishes~~secure network for our and our customers’ use. As any other company, we face the risk of a ~~new~~security ~~privacy~~breach, ~~framework~~whether ~~for~~through ~~covered~~cyber-attacks, ~~businesses~~malware, ~~including~~computer anviruses, ~~expanded~~sabotage, ~~definition~~or other significant disruption of ~~“personal~~our IT ~~information”;~~infrastructure ~~new~~and ~~data~~related ~~privacy~~systems. ~~rights~~There ~~for~~is ~~California~~a ~~residents,~~risk ~~requiring~~of ~~covered~~a ~~businesses~~security tobreach ~~provide~~or ~~further~~disruption ~~disclosure~~of the systems we operate, including possible unauthorized access to ~~consumers~~our ~~and~~proprietary ~~affording~~or ~~consumers~~classified ~~the~~information. ~~right~~We are also subject to ~~opt-out~~breaches of ~~individual~~our ~~sales~~network resulting in unauthorized utilization of ~~personal~~our ~~information;~~services, ~~special~~which ~~rules~~subject onus to the ~~collection~~costs of ~~consumer~~providing ~~data~~those ~~from~~services, ~~minors;~~which are likely not recoverable. The secure maintenance and transmission of our information is a ~~potentially~~critical ~~severe~~element ~~statutory~~of ~~damages~~our ~~framework~~operations. Our information technology and ~~private~~other ~~rights~~systems ofthat ~~action~~maintain and ~~for~~transmit ~~CCPA~~customer ~~violations~~information ~~and~~may ~~failure~~be tocompromised ~~implement~~by ~~reasonable~~a malicious third-party penetration of our network security, ~~procedures~~or ~~and~~impacted ~~practices~~by advertent or inadvertent actions or inactions by our employees, or those of a third-party service provider or business partner. As a result, our or our customers’ information may be lost, disclosed, accessed or taken without the customers’ consent, or our services may be used without payment.

~~Environmental~~Although ~~Matters~~we make significant efforts to maintain the security and integrity of these types of information and systems, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging, especially in light of the growing sophistication of cyber-attacks and intrusions. We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers or other preventative measures. Certain of our business units have been the subject of attempted and successful cyber-attacks in the past. We have researched the situations and do not believe any material internal or customer information has been compromised.

NoIf ~~significant~~we ~~pollution~~are orunable ~~other~~to ~~types~~successfully ~~of hazardous emission result from our operations~~manage growth, ~~and it is not anticipated that~~ our operations ~~will~~could be ~~materially~~adversely affected ~~by federal, state or local provisions concerning environmental controls~~. ~~Our costs of complying with environmental health and safety requirements have not been material.~~

16Our ~~table~~progress is expected to require the full utilization of ~~Contents~~our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no absolute assurance that management will be able to manage growth effectively.

~~Furthermore,~~If ~~compliance~~we ~~with~~do ~~federal~~not properly manage the growth of our business, ~~state~~we may experience significant strains on our management and ~~local~~operations ~~requirements~~and ~~regulating~~disruptions ~~the~~in ~~discharge~~our ofbusiness. ~~materials~~Various ~~into~~risks ~~the~~arise when ~~environment,~~companies and industries grow quickly. If our business or ~~otherwise~~industry ~~relating~~grows too quickly, our ability to ~~the~~meet ~~protection~~customer ofdemand ~~the~~in ~~environment,~~a ~~have~~timely and ~~not~~efficient ~~had,~~manner ~~nor~~could ~~are~~be ~~they~~challenged. ~~expected~~We may also experience development delays as we seek to ~~have,~~meet ~~any~~increased ~~material~~demand ~~effect~~for onour products. Our failure to properly manage the ~~capital~~growth ~~expenditures,~~that ~~earnings~~we or ~~competitive~~our ~~position~~industry ofmight ~~the~~experience ~~Company.~~could ~~However,~~negatively weimpact ~~will~~our ~~continue~~ability to ~~monitor~~execute ~~emerging~~on ~~developments~~our operating inplan ~~this~~and, ~~area~~accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

~~We evaluate opportunities to acquire complementary businesses and personnel in furtherance of our ongoing strategy to utilize data to disrupt specific old-line industry sectors.~~11

~~Facilities~~If we are unable to respond to technological advancements and other changes in our industry by developing and releasing new services, or improving our existing services, in a timely and cost-effective manner or at all, our business could be materially and adversely affected.

Our industry is characterized by rapid technological change, frequent new service launches, changing user demands, and evolving industry standards. The introduction of new services based on technological advancements can quickly render existing services obsolete. We ~~operate~~will ~~virtually~~need to expend substantial resources on researching and ~~from~~developing ~~time~~new services and enhancing our platform by incorporating additional features, improving functionality, and adding other improvements to ~~time~~meet our users’ evolving demands. We may not be successful in ~~leased~~developing, ~~flexible~~marketing, ~~office~~and ~~space~~delivering in a timely and cost-effective manner enhancements or new features to our platform or any new services that respond to continued changes in the market. Furthermore, ~~such~~any asenhancements ~~WeWork~~or ~~offices~~new features to our platform or any new services may contain errors or defects and may not achieve the broad market acceptance necessary to generate sufficient revenue. Moreover, even if we introduce new services, we may experience a decline in revenue from our existing services that is not offset by revenue from the new services.

WeThe ~~believe~~loss ~~that~~of ~~our~~key ~~facilities~~personnel ~~are~~could ~~adequate to meet our needs for~~ disrupt the ~~immediate~~management ~~future,~~ and ~~that,~~operations ~~should it be needed, suitable additional space will be available to accommodate any such expansion~~ of our ~~operations~~business.

~~Legal~~Our ~~Proceedings~~business depends upon the continued efforts, abilities and expertise of our executive officers and other key executives and employees. We are highly dependent on the abilities of our Chief Executive Officer, Mike Schmidt. We believe that the combination of skills and experience possessed by our executive officers and other key employees could be difficult to replace, and that the loss of one or more of them could have a material adverse effect on us, including the impairment of our ability to execute our business strategy.

WeRisks ~~are~~Related ~~currently pursuing two related collections matters against BKR Strategy Group. Since 2013, BKR Strategy Group has provided talent acquisition strategy and services~~ to ~~top~~Legal companies. Starting in the third quarter of 2021, BKR Strategy Group subcontracted Recruiter.com to perform on Demand recruiter services on behalf of BKR Strategy Group’s clients. Although payments for services rendered were initially received in a timely fashion, BKR Strategy Group’s balance grew throughout the third and fourth quarters of 2021. This led to BKR Strategy Group executing a Promissory Note with a payment schedule for $500,000 on November 30, 2021, with a personal guarantee from its business principal as part of the note. After failing to meet the payment schedule and after repeated attempts to collect the balance due, we retained the law firm of Berkovitch & Bouskila, PLLC and filed two lawsuits against BKR Strategy Group on February 18, 2022, the first, to collect on unpaid invoices and the second, to enforce the promissory note, for a total sum of $1,400,000. On March 24, 2022, BKR Strategy Group made a counterclaim against us for $500,000 on the grounds of alleged overbilling. Management denies the basis for the counterclaim and expects to vigorously defend itself from this counterclaim. Outside counsel for the company has advised that at this stage in the proceedings, it cannot offer an opinion as to the probable outcome. As it is not possible to estimate if a loss will be incurred, there has been no accrual.Uncertainty

OnWe ~~June~~may ~~21,~~be ~~2022,~~subject ~~the~~to ~~Supreme~~securities ~~Court of the State of New York~~litigation, which ~~New~~is ~~York~~expensive ~~County~~and ~~ruled~~could indivert ~~favor~~management of the Company that BKR Strategy Group owes the Company $500,000, plus interest at 12% since November 22, 2021, through the entry of judgement in the lawsuit related to the enforcement on the Promissory Note executed by BKR Strategy Groupattention. ~~Proceedings in the other lawsuit remain ongoing. The Company has been unable to collect against BKR Strategy Group due to lack of response and communication.~~

OnIn ~~September~~the 6past, ~~2023,~~companies ~~Recruiter.com~~that ~~Group,~~have ~~Inc.~~experienced (volatility in the ~~"Company")~~market ~~was~~price ~~served~~of ~~with~~their astock ~~civil~~have ~~lawsuit~~been ~~filed~~subject byto ~~Pipl,~~securities ~~Inc.~~class inaction ~~the~~litigation. ~~Superior~~We ~~Court~~may ofbe the ~~State~~target of ~~Connecticut,~~this ~~Judicial~~type ~~District~~ of ~~New~~litigation in ~~Britain. The lawsuit alleges that~~ the ~~Company failed to pay for goods and/or services provided by Pipl, Inc~~future. ~~between~~Litigation ~~January~~of 3,this ~~2021,~~type ~~and~~could ~~December~~result 7,in ~~2022,~~substantial ~~with the claimed amount due exceeding $266,562.59 plus interest,~~ costs, and ~~attorneys'~~diversion ~~fees.~~of ~~The~~management’s ~~Company~~attention ~~is currently evaluating the complaint with counsel~~ and ~~intends~~resources, which tocould ~~vigorously~~seriously ~~defend~~hurt ~~against~~our ~~the claims~~business. ~~The~~Any ~~Company~~adverse ~~has~~determination ~~additionally~~in ~~filed a counterclaim. Given the early stage of the~~ litigation, ~~the~~could ~~Company~~also issubject ~~unable~~us to ~~predict~~significant ~~the outcome of the case or estimate the possible loss or range of loss, if any~~liabilities.

OnWe ~~April~~may 1,be ~~2024,~~subject Recruiter.com Group, Inc. ("the Company") became involved in legal proceedings initiated by Creditors Adjustment Bureau, Inc. ("CAB"), as documented in the Superior Court of California, County of Santa Clara, case number 24CV433086. CAB's complaint, filed on March 13, 2024, alleges that the Company failed to ~~fulfil~~tax ~~payment obligations under contracts with CAB's assignor, totalling approximately $213,899.94. CAB seeks recovery of the owed amounts, interest, attorney fees, costs,~~ and ~~other~~regulatory audits ~~damages~~which ~~deemed~~could ~~appropriate~~subject byus ~~the court. The Company is currently in ongoing legal communications about the complaint and intends~~ to ~~defend itself vigorously~~liabilities. ~~At this stage, the Company is unable to predict the outcome of the case or estimate the potential financial impact.~~

~~November~~We ~~20,~~are ~~2024,~~subject ~~Recruiter.com~~to ~~Inc.~~tax ~~has~~and ~~been~~regulatory ~~named~~audits aswhich could aresult ~~defendant~~ in ~~a lawsuit filed by HireTeammate, Inc. (d/b/a hireEZ) in~~ the ~~Supreme~~imposition ~~Court~~ of ~~New~~liabilities ~~York.~~that ~~The~~may ~~lawsuit~~or ~~alleges~~may ~~that~~not ~~Recruiter.com~~have ~~breached~~been areserved. ~~contract~~We byare ~~failing~~subject to ~~pay~~audits ~~for platform management services provided~~ by ~~hireEZ~~taxing ~~between December 12, 2022,~~ and ~~January~~regulatory authorities ~~31, 2023. The total amount claimed is $79,388.39, along~~ with ~~interest~~respect ~~and~~to ~~legal~~certain ~~costs. The complaint includes claims for breach~~ of ~~contract,~~our ~~account~~income ~~stated,~~ and ~~unjust enrichment~~operations. ~~Recruiter.com~~These isaudits ~~evaluating~~can ~~its~~cover ~~legal~~periods ~~options~~for inseveral ~~response~~years prior to the ~~lawsuit. All~~date ~~operation-related invoices and activities was passed on to Job Mobz. Therefore,~~ the audit ~~management do not believe that Nixxy~~ is ~~liable~~undertaken ~~for the amount stated~~ and wecould ~~will~~result ~~defend our position~~ in the ~~court~~imposition of ~~law. Furthermore~~liabilities, ~~management~~interest ~~believe~~and itpenalties isif ~~more~~our ~~likely~~positions ~~than~~are not ~~that~~accepted weby ~~will~~the auditing ~~prevail~~entity.

17Changes ~~table~~in regulations or user concerns regarding privacy and protection of ~~Contents~~user data, or any failure to comply with such laws, could adversely affect our business.

~~Except~~Federal, ~~for~~state, and international laws and regulations govern the ~~aforementioned~~collection, ~~proceedings~~use, ~~described~~retention, ~~above~~disclosure, assharing and security of ~~the~~data ~~date~~that we receive from and about our users. The use of ~~this~~consumer data ~~filing~~by online service providers is a topic of active interest among federal, ~~there~~state, ~~are~~and nointernational ~~material~~regulatory ~~pending~~bodies, ~~legal~~and orthe ~~governmental~~regulatory environment ~~proceedings~~is ~~relating~~unsettled. toMany ~~our~~states ~~Company~~have orpassed ~~properties~~laws requiring notification to ~~which~~users wewhere ~~are~~there is a ~~party~~security breach for personal data, such as California’s Information Practices Act. We face similar risks in international markets where our products and services are offered. Any failure, toor ~~our~~perceived ~~knowledge~~failure, ~~there~~by ~~are~~us noto ~~material~~comply ~~proceedings~~with or make effective modifications to ~~which~~our policies, or to comply with any applicable offederal, ~~our~~state, ~~directors~~or international privacy, ~~executive~~data-retention ~~officers~~or data-protection-related laws, regulations, orders or ~~affiliates~~industry ~~are~~self-regulatory principles acould ~~party~~result ~~adverse~~in toproceedings or actions against us by governmental entities or ~~which~~others, ~~have~~a loss of user confidence, damage to our business and brand, and a ~~material~~loss ~~interest~~of users, which could potentially have an adverse toeffect uson our business.

~~Employees~~12

AsIn ofaddition, ~~March~~various 15federal, ~~2025,~~state ~~the~~and ~~Company~~foreign legislative ~~employed~~or 3regulatory ~~full~~bodies ~~time~~may ~~employees~~enact new or additional laws and regulations concerning privacy, data retention, data transfer and data protection issues, including laws or regulations mandating disclosure to domestic or international law enforcement bodies, which could adversely impact our business, our brand or our reputation with users. For example, some countries are considering or have enacted laws mandating that user data regarding users in their country be maintained in their country. In addition, there currently is a ~~number~~data protection regulation applicable to member states of ~~independent~~the ~~contractors~~European Union that includes operational and compliance requirements that are different than those currently in place and that also includes significant penalties for non-compliance.

~~Culture~~The interpretation and ~~Team~~application of privacy, data protection, data transfer and data retention laws and regulations are often uncertain and in flux in the United States and internationally. These laws may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices, complicating long-range business planning decisions. If privacy, data protection, data transfer or data retention laws are interpreted and applied in a manner that is inconsistent with our current policies and practices, we may be fined or ordered to change our business practices in a manner that adversely impacts our operating results. Complying with these varying international requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business and operating results.

~~After~~Security ~~significant~~breaches, ~~changes~~denial toof ~~our~~service ~~business~~attacks, or weother ~~are~~hacking aand ~~small~~phishing ~~team~~attacks ofon ~~qualified~~our ~~professionals.~~systems ~~Our~~or ~~management~~other ~~has~~security ~~years~~breaches, ofincluding ~~experience~~internal insecurity ~~online~~failures, ~~recruiting~~could ~~and~~harm ~~technology~~our reputation ~~and~~or ~~are~~subject ~~supplemented~~us byto ~~additional~~significant ~~finance~~liability, and ~~legal~~adversely ~~support.~~affect our business and financial results.

~~Diversity~~As a critical infrastructure service provider, we transmit large amounts of data over our systems, and process and store highly sensitive customer data. Consequently we, our third-party service providers, and our customers operate in an industry that is prone to cyber-attacks. Despite our efforts to prevent these events, some of these attacks could result in a material adverse impact to our operations due to distributed denial of service attacks, ransomware attacks, malware, virus, credential harvesting, man-in-the-middle attacks, or social engineering attacks. We do not believe these incidents are likely to have a material adverse impact on our ability to serve our customers or our business, operations or financial results.

WeCyber-attacks on our systems may stem from a variety of sources and take many forms. Cyber-attacks can put at risk personally identifiable information, customer data or protected information, thereby implicating stringent domestic and foreign data protection laws. These threats may also arise from failure or intrusions of systems owned, operated or controlled by other unaffiliated third-party operators, upon whom we are ~~committed~~materially reliant to ~~being~~operate anour ~~equal~~business. ~~opportunity~~Various ~~employer~~other factors could intensify these risks, including, (i) our maintenance of information in digital form stored on servers connected to the Internet, (ii) our use of open- and ~~are~~software-defined ~~proud~~networks, (iii) the challenges of operating and maintaining our complex multi-continent network composed of legacy and acquired properties, which is more difficult to ~~have~~safeguard ~~diverse~~than ~~staff~~newer fully-integrated networks, ~~management~~(iv) growth in the size and sophistication of our customers and their service requirements, (v) increased use of our network due to greater demand for data services, (vi) the large number of our employees working from remote locations, (vii) our IT support agreements with purchasers of businesses we have divested over the past few years and ~~board~~(viii) ~~members~~as further discussed below, the difficulty of defending against increasingly sophisticated attacks.

~~Corporate~~Cyber-attacks ~~Information~~could (i) disrupt the proper functioning of our networks and systems, which could in turn disrupt the operations of our customers, (ii) result in the destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive, classified or otherwise valuable information of ours, our employees, our customers or our customers’ end users, (iii) require us to notify customers, regulatory agencies or the public of data incidents, (iv) damage our reputation or result in a loss of business, (v) require us to provide credits for future service to our customers or to offer expensive incentives to retain customers, (vi) subject us to claims by our customers or regulators for damages, fines, penalties, license or permit revocations or other remedies, (vii) result in the loss of industry certifications or (viii) require significant management attention or financial resources to remedy the resulting damages or to change our systems. Any or all of the foregoing developments could have a material adverse impact on us.

We ~~operate~~believe ~~virtually.~~the ~~Our~~importance ~~principal~~of ~~mailing~~our ~~address~~network isto ~~123~~global ~~Farmington~~internet ~~Avenue,~~data ~~Suite~~flows will ~~252,~~continue ~~Bristol~~to make it a target to a wide range of threat actors, CTincluding ~~06010~~nation state actors and other advanced persistent threat actors. ~~Our~~Moreover, ~~telephone~~the ~~number~~risk of incidents is likely to continue to increase due to several factors, including (~~855~~i) ~~931-1500.~~the ~~Our~~increasing ~~website~~use ~~address~~of machine islearning, ~~https://www.nixxy.com.~~AI ~~The~~and ~~information~~other ~~contained~~sophisticated ontechniques to initiate cyber and phishing attacks, or(ii) the wider accessibility of cyber-attack tools that can becircumvent ~~accessed~~security ~~through~~controls and evade detection, which can delay and limit our ~~site~~ability isto ~~not~~accurately aassess ~~part~~and fully remediate the impact of ~~this~~the ~~filing~~attack, and (iii) growing threats from Chinese, Russian and other state actors due to heightened geopolitical tensions and rivalries, and the attendant increased possibility of cyber warfare targeting us in the event of a direct conflict. ~~Investors~~It should also ~~not~~be ~~rely~~noted that defenses against cyber-attacks currently available to us and others are unlikely to prevent intrusions by a highly-determined, highly-sophisticated threat actor. Thus far, none of our past security incidents have had a material adverse effect on ~~any~~us, ~~such~~and ~~information~~we incontinue to ~~deciding~~take ~~whether~~steps designed to ~~purchase~~limit our ~~securities~~cyber risks. Nonetheless, we cannot assure you that future cyber incidents or events will not ultimately have a material adverse impact on our business, operations or financial results.

~~18 table of Contents~~13

~~ITEM~~Risks ~~1A.~~Related ~~RISK~~to ~~FACTORS~~Our Common Stock

~~You~~Due ~~should~~to ~~carefully consider the following risk~~ factors, ~~together~~beyond ~~with all of the other information included or incorporated in this Annual Report. Each of these risk factors, either alone or taken together, could adversely affect~~ our ~~business~~control, ~~financial condition and results of operations, and adversely affect the value of an investment in~~ our ~~Common~~stock price ~~Stock. There~~ may be ~~additional risks that we do not know of or that we believe are immaterial that could also impair our business and financial condition~~volatile.

~~Summary~~There ~~Risk~~is ~~Factors~~currently a limited market for our Common Stock, and there can be no guarantee that an active market for our Common Stock will develop, even if we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for no reason. Further, even if an active market for our Common Stock develops, it will likely be subject to by significant price volatility when compared to more seasoned issuers. We expect that the price of our Common Stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise described in this Report, including:

~~Our~~· General speculative fever; · A prospective business iscombination ~~subject~~and the terms and conditions thereof; · The operating performance of any business we acquire, including any failure to ~~numerous~~achieve ~~risks~~material ~~and~~revenues ~~uncertainties~~therefrom; ~~that~~· ~~you~~The ~~should~~performance ~~consider~~of ~~before~~our ~~investing~~competitors in the marketplace, both pre- and post-combination; · The public’s reaction to our ~~company.~~press ~~You~~releases, ~~should~~SEC ~~carefully~~filings, ~~consider~~website ~~all~~content and other public announcements and information; · Changes in earnings estimates of ~~the~~any ~~risks~~business ~~described~~that ~~more~~we ~~fully~~acquire or recommendations by any research analysts who may follow us or other companies in the ~~section~~industry ~~titled~~of ~~“Risk~~a ~~Factors”~~business inthat ~~this~~we ~~Annual~~acquire; ~~Report~~· onVariations ~~page 19~~in general economic conditions, ~~before~~including ~~deciding~~as tomay ~~invest~~be incaused ~~our~~by ~~common~~uncontrollable ~~stock.~~events; If· The public disclosure of the terms of any financing we disclose in the future; · The number of ~~these~~shares ~~risks~~of ~~actually~~our ~~occurs,~~Common Stock that are publicly traded in the future; · Actions of our ~~business~~existing shareholders, ~~financial~~including ~~condition~~sales of Common Stock by our then directors and ~~results~~then ofexecutive ~~operations~~officers ~~would~~or ~~likely~~by besignificant ~~materially~~investors; ~~adversely~~and ~~affected~~· The employment or termination of key personnel.

~~Important~~Many of these factors ~~that~~are ~~could~~beyond ~~cause~~our ~~actual~~control ~~results~~and may ordecrease ~~events~~the tomarket ~~differ~~price ~~materially~~of our Common Stock, ~~but~~regardless ~~are~~of ~~not~~whether ~~limited~~we ~~to,~~can consummate a business combination and of our current or subsequent operating performance and financial condition. In the past, following: periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

~~Risks~~Future ~~Related~~issuance toof ~~Our~~our ~~Business~~Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and ~~Industry~~any resulting financing.

~~There~~We ismay issue additional shares of our Common Stock in the future. The issuance of a substantial ~~doubt~~amount ~~regarding~~of our ~~ability~~Common toStock ~~continue~~could assubstantially dilute the interests of our shareholders. In addition, the sale of a ~~going~~substantial ~~concern~~amount ~~absent~~of ~~obtaining~~Common ~~adequate~~Stock ~~new~~in ~~debt~~the public market, either in the initial issuance or ~~equity~~in ~~financing~~a ~~and~~subsequent resale ~~achieving~~by ~~sufficient~~the ~~sales~~target ~~levels~~company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.

~~Our~~We ~~business~~do ~~depends~~not currently intend to pay dividends on aour ~~strong~~common ~~reputation~~stock in the foreseeable future, and ~~anything~~consequently, ~~that~~your ~~harms~~ability ~~our~~to ~~reputation~~achieve a return on your investment will ~~likely~~depend ~~harm~~on appreciation in the price of our ~~results~~common stock.

We ~~utilize~~do AInot anticipate paying any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors must rely on sales of their common stock after price appreciation, which ~~could~~may ~~expose~~never usoccur, as the only way to ~~liability~~realize any future gains on their investments. There is no guarantee that shares of our common stock will appreciate in value or ~~adversely~~even ~~affect~~maintain the price at which our ~~business~~stockholders have purchased their shares.

~~We may be unable to find sufficient candidates for our staffing business.~~14

WeITEM ~~may~~1B. ~~incur~~UNRESOLVED ~~potential~~STAFF ~~liability to employees and clients.~~COMMENTS

We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition, and prospectsNone.

~~Because we have a history of net losses, we may never achieve or sustain profitability or positive cash flow from operations~~Item 1C. Cybersecurity

~~Because~~Risk weManagement ~~have a limited operating history under our current platform, it is difficult to evaluate our business~~ and ~~future prospects.~~Strategy

IfWe werecognize ~~are~~the ~~unable~~importance toof ~~respond~~cybersecurity ~~to technological advancements and other changes~~ in protecting our ~~industry~~operations, bycustomer ~~developing~~information, and ~~releasing~~proprietary ~~new~~data. ~~services,~~We orare ~~improving~~committed ~~our~~to ~~existing~~implementing ~~services,~~robust insecurity ameasures ~~timely~~to ~~and~~mitigate the ~~cost-effective~~risk ~~manner~~of orcyber atincidents ~~all,~~that could potentially disrupt our business ~~could~~operations beor ~~materially~~compromise ~~and~~the ~~adversely~~integrity ~~affected~~of our data.

~~Because~~Engage ~~we have historically had arrangements with related~~ Third-parties ~~affecting~~on aRisk ~~significant part of our operations, such arrangements may not reflect terms that would otherwise be available from unaffiliated third parties.~~Management

~~Because~~Our wecybersecurity ~~rely~~strategy onencompasses a ~~small~~comprehensive suite ~~number~~ of ~~customers~~measures ~~for~~designed ato ~~substantial~~protect ~~portion of~~ our ~~revenue,~~systems ~~the~~and ~~loss~~data offrom ~~any~~unauthorized ofaccess, ~~these~~use, ~~customers~~alteration, ~~would~~or ~~have~~destruction. aThese ~~material~~measures ~~adverse~~include, but ~~effect~~are onnot ~~our~~limited ~~operating results and cash flows.~~to:

~~Failure~~· Implementation of advanced cybersecurity technologies, including firewalls, intrusion detection systems, and encryption protocols, to ~~protect~~safeguard our ~~intellectual~~network ~~property~~and ~~could~~data. ~~adversely~~· ~~affect~~Regular ~~our~~security ~~business~~assessments and penetration testing conducted by external experts to identify and remediate potential vulnerabilities. · Establishing and maintaining incident response and recovery plans to ensure timely and effective responses to any cybersecurity incidents.

IfOversee ~~recruiters~~Third-party ~~on the Platform were classified as employees instead of independent contractors, our business would be materially and adversely affected.~~Risk

19To ~~table~~manage ofthe ~~Contents~~risks associated with third-party service providers, we plan to conduct regular calls with our providers to monitor compliance on an ongoing basis. Issues that arise are addressed immediately with mitigating measures added to avoid future problems.

~~Unfavorable~~Risks ~~global~~from ~~economic~~Cybersecurity ~~and geopolitical conditions could adversely affect our business, financial condition, stock price, and results of operations.~~ Threats

~~Risks~~We ~~Relating~~have not faced cybersecurity risks in connection with our business strategy, results of operations, or financial condition, to ~~the~~date, ~~Telecommunications~~we ~~Industry~~have not experienced threats to and security incidents related to our data and systems, including denial of service and phishing attacks.

~~Changes~~Risk toManagement federal, state and foreign government regulations and decisions in regulatory proceedings, as well as private litigation, could further increase our operating costs and/or alter customer perceptions of our operations, which could materially adversely affect us.Personnel

~~Increasing~~Primary ~~competition~~responsibility ~~could~~for ~~materially~~assessing, ~~adversely~~monitoring and ~~affect~~managing our ~~operating~~cybersecurity ~~results~~risks rests with our third-party provider, the Company's manager of Information Technology (referred to as “IT”). Their knowledge, experience and relationship with our third-party vendor are instrumental in developing and executing our cybersecurity strategies.

~~Risks~~Risk ~~Relating~~Management ~~to Investments in Our Common Stock~~Reporting

~~Because~~The weIT ~~may~~Team ~~issue~~provides ~~preferred~~updates ~~stock~~to ~~without~~upper ~~the~~Management on ~~approval~~a ofroutine ~~our~~basis ~~stockholders~~or ~~and~~as apotentially ~~concentrated~~critical ~~group~~risks offrom ~~stockholders~~cybersecurity ~~own~~threats aor ~~significant~~incidents ~~percentage~~arise. ofIn ~~our Common Stock~~addition, itthe ~~may~~audit committee will be ~~more~~notified ~~difficult~~if ~~for~~any amaterial ~~third~~cybersecurity ~~party~~concerns tothat ~~acquire~~may usimpact ~~and~~internal ~~could~~controls, ~~depress~~data ~~our~~storage, ~~stock~~or ~~price~~the integrity of our financial reporting.

~~Risks~~Risk ~~Related to Our Business and Industry~~Management

~~There~~Despite isour ~~substantial~~diligent ~~doubt~~efforts ~~regarding~~to secure our ~~ability~~systems and todata, ~~continue~~we asacknowledge athat ~~going~~no ~~concern~~cybersecurity ~~absent~~measures ~~obtaining~~can ~~adequate~~completely ~~new~~eliminate ~~debt~~the orrisk ~~equity~~of ~~financing~~cyber ~~and~~incidents. ~~achieving~~The ~~sufficient~~evolving ~~sales~~nature ~~levels~~of cyber threats means that we must continually adapt our cybersecurity strategies to address new and emerging risks.

We anticipate that we will continue to lose money for the foreseeable future. Our continued existence is dependent upon raising sufficient funds from equity or debt financing activities and generating sufficient working capital from our operations. Because of our history of losses, and net cash used in our operations we may have to continue to reduce our expenditures without receipt of sufficient proceeds from financing activities or improvements in our cash flow from operations. Working capital limitations continue to impinge on our day-to-day operations thus contributing to continued operating losses. If we are unable to raise sufficient funds from financing activities, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. Any such inability to continue as a going concern may result in our stockholders losing their entire investment. There is no guarantee that we will raise sufficient funds from financing activities.15

~~Our~~In ~~management~~recognition ~~has determined that there is substantial doubt about our ability to continue as a going concern and the report~~ of ~~our~~these ~~independent~~risks, ~~registered~~these ~~public~~controls are ~~accounting~~supported ~~firm~~primarily onthrough ~~our~~trusted ~~consolidated~~third-party ~~financial~~enterprise ~~statements~~platforms, ~~for~~including ~~the~~Google ~~years ended December 31~~G-Suite, ~~2024~~QuickBooks, ~~and 2023 includes an explanatory paragraph with respect to the foregoing. Our ability to continue as a going concern is dependent upon~~ our ~~ability to raise additional capital and implement our business plan. This determination was~~ cloud-based ontelecommunications switching ~~the~~infrastructure, ~~following factors: (i) used cash in operations of approximately $4.1 million in 2024~~DocuSign, and ~~our~~other ~~available~~enterprise ~~cash~~service asproviders ofutilized ~~the~~from ~~date~~time ~~of this filing will not be sufficient~~ to ~~fund~~time. ~~our~~The ~~anticipated~~Company’s ~~level~~internal ofprocesses are ~~operations for the next 12 months; (ii) we will require additional financing for the fiscal year ending December 31, 2025,~~ to ~~continue~~review ~~at our expected level of operations;~~ and ~~(iii)~~handling ~~if we fail to obtain the needed capital, we will be forced to delay, scale back, or eliminate some or all~~ of ~~its development activities or perhaps cease operations. In the opinion of management~~notices, ~~these factors~~alerts, ~~among~~and ~~others,~~reports ~~raise~~generated ~~substantial doubt about our ability to continue as a going concern as of the date of the end of the period covered~~ by ~~this~~these ~~report and for one year from the issuance of the consolidated financial statements~~platforms. Specifically:

~~Our~~· ~~business~~Continuous ~~depends~~monitoring of networks and systems is performed by third-party providers, with the Company receiving and reviewing alerts and reports relating to any unauthorized or suspicious activity. · Cybersecurity updates and enhancements are managed and deployed by the respective enterprise platform providers, with the Company relying on anotifications ~~strong~~and ~~reputation~~update communications provided by those vendors. · Information sharing regarding cybersecurity threats and ~~anything~~best ~~that~~practices ~~harms~~is ~~our~~facilitated ~~reputation~~through ~~will~~third-party ~~likely~~providers, ~~harm~~industry ~~our~~partners, ~~results~~and relevant government agencies, with the Company receiving and assessing such communications as part of its oversight process. · Maintaining cyber insurance to mitigate the financial impact of potential cybersecurity incidents.

AsPotential aImpact ~~provider~~ of ~~temporary~~Cybersecurity and permanent staffing solutions as well as consultant services, our reputation is dependent upon the performance of the employees we place with our clients and the services rendered by our consultants. We depend on our reputation and name recognition to secure engagements and to hire qualified employees and consultants. If our clients become dissatisfied with the performance of those employees or consultants or if any of those employees or consultants engage in or are believed to have engaged in conduct that is harmful to our clients, our ability to maintain or expand our client base may be harmed. Any of the foregoing is likely to materially adversely affect our business, financial condition, results of operations or cash flows.Incidents

20We ~~table~~recognize that a significant cybersecurity incident could have material adverse effects on our business, including operational disruptions, financial losses, legal liabilities, and damage to our reputation. Such incidents could also result in the loss of ~~Contents~~proprietary information or the exposure of sensitive customer data, leading to further financial and reputational harm.

WeIn ~~utilize~~conclusion, AIwhile we are committed to employing comprehensive cybersecurity measures to protect against cyber threats, ~~which~~there are inherent risks associated with cybersecurity that could impact ~~expose~~our usbusiness. We continue to ~~liability~~monitor orour ~~adversely~~cybersecurity ~~affect~~landscape actively and adapt our ~~business~~defenses to mitigate these risks as much as possible.

WeITEM ~~incorporate novel uses of AI technologies, including generative AI, into our products and operations~~2. AI is complex and rapidly evolving, and we face significant competition from other companies who may incorporate AI into their products more quickly or more successfully than us, as well as an evolving regulatory landscape. The introduction of AI, and particularly generative AI, a relatively new and emerging technology in the early stages of commercial use, into new or existing products, and our operations, may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results. For example, generative AI has been known to produce a false or “hallucinatory” interferences or output, and certain generative AI uses machine learning and predictive analytics, which may be flawed, insufficient, of poor quality, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable. Our customers or others may rely on or use this flawed content to their detriment, which may expose us to brand or reputational harm, competitive harm, and/or legal liability. In addition, the use of AI by other companies has resulted in, and may in the future result in, data breaches and cybersecurity incidents that implicate the personal information of AI users. Further, the use of AI presents emerging ethical and social issues, and if we enable or offer solutions that draw scrutiny or controversy due to their perceived or actual impact on customers or on society as a whole, we may experience brand or reputational harm, competitive harm, and/or legal liability.PROPERTIES

The ~~technologies~~Company ~~underlying~~does AInot ~~and~~own ~~its~~any ~~uses~~real ~~are subject to a variety of laws and regulations, including intellectual~~ property, privacy, data protection, cybersecurity, consumer protection, competition, and equal opportunity laws and regulations, and are expected to be subject to new laws and regulations or new applications of existing laws and regulations. AIThe Company iscurrently ~~the~~leases ~~subject~~office ofspace ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their cybersecurity and data protection laws to AI or are considering general legal frameworks for AI. For example, in Europe, the EU’s AI Act was published in the Official Journal of the EU on ~~July 12, 2024 and entered into force on August 1, 2024. The AI Act establishes, among other things,~~ a ~~risk~~month-~~based~~to-month ~~governance~~basis ~~framework~~at ~~for~~1178 ~~regulating AI systems in the EU by categorizing AI systems~~Broadway, ~~based~~3rd ~~on the risks associated with such AI systems’ intended purposes~~Floor, asNew ~~creating unacceptable or high risks~~York, ~~with~~NY all other AI systems being considered low risk. This regulatory framework is expected to have a material impact on the way AI is regulated in the EU and beyond. As further indication of a trend in increased regulatory and legislative oversight of the use and development of AI10001, ~~in 2024, California enacted a range of laws regulating the use and development of AI,~~ which ~~generally~~serves ~~relate~~as toits ~~transparency,~~principal business ~~privacy and fairness, among other concerns~~address.

AsThe aCompany ~~fast-evolving~~primarily ~~and~~operates ~~complicated~~through ~~technology~~a ~~subject~~distributed ~~to significant government attention, AI-related legislation~~ and ~~regulation~~virtual ~~may be developed~~ workforce and ~~apply~~does ~~to AI in unexpected ways. We may~~ not bemaintain ~~able~~additional toleased ~~anticipate~~office ~~how~~facilities. toManagement ~~respond~~believes tothat orits ~~comply~~current ~~with~~arrangements ~~these rapidly evolving frameworks, and we may need to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks~~ are ~~inconsistent~~adequate ~~across~~for ~~jurisdictions.~~its ~~The~~present needs ~~cost~~and tothat ~~comply~~suitable ~~with~~additional ~~such~~space ~~frameworks~~will ~~could~~ be ~~significant~~available ~~and may increase our operating expenses. Additionally, if we do not have sufficient rights to use the data or other material or content~~ on ~~which~~commercially ~~our~~reasonable AIterms ~~technologies~~should ~~rely,~~expansion werequire may incur liability through the violation of applicable laws or regulations, third-party intellectual property, privacy or other rights, or contracts to which we are a party. Further, any content or other output created by our use of AI-powered tools may not be subject to copyright protection, which may adversely affect our ability to enforce our intellectual property rights. Because AI technology itself is highly complex and rapidly developing, it ~~is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI~~.

WeITEM ~~may~~3. ~~not~~LEGAL ~~be able to maintain our compliance with Nasdaq~~ PROCEEDINGS

OnFrom ~~August~~time ~~17,~~to ~~2023~~time, ~~Recruiter.com Group, Inc. (“Recruiter.com” or~~ the “Company”) ~~received~~is ainvolved ~~notice~~in legal ~~from~~proceedings ~~The~~arising ~~Nasdaq Stock Market (“Nasdaq”) that the Company was not~~ in ~~compliance with~~ the ~~minimum~~ordinary ~~$2,500,000~~course ~~stockholders’ equity requirement for continued listing. Based on Nasdaq’s review~~ of ~~materials submitted by the Company in October 2023, Nasdaq granted the Company’s request for an extension until February 13, 2024, to comply with the requirement~~business. ~~Though~~The ~~the~~ Company ~~submitted~~evaluates ~~documentation~~all ofclaims ~~actions taken to comply with the requirement, Nasdaq staff determined that the Company did not meet the terms of the extension;~~ on ~~February~~a ~~16,~~case-by-case ~~2024,~~basis ~~Nasdaq~~and ~~issued~~establishes accruals ~~the~~when ~~Company~~ a ~~letter~~loss ofis aprobable ~~staff~~and ~~determination~~reasonably ~~of delisting procedure~~estimable. OnExcept ~~June~~as ~~11,~~described ~~2024~~below, the Company ~~received~~is anot ~~notification~~currently ~~letter~~a ~~from~~party ~~the~~to ~~Nasdaq~~any ~~Listing~~material legal Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC that the Company has evidenced full compliance with all requirements for continued listing on The Nasdaq Capital Market, including the minimum stockholders' equity requirements set forth in Nasdaq Listing Rule 5550(b)(1)proceedings.

~~There~~BKR isStrategy noGroup ~~assurance that the Company will maintain its stockholders’ equity requirement in the future.~~ Matter

WeThe ~~may~~Company beinitiated ~~unable~~litigation against BKR Strategy Group related to ~~find~~unpaid ~~sufficient~~invoices ~~candidates~~and ~~for~~a ~~our~~$0.5 ~~staffing~~million ~~business~~promissory note executed on November 30, 2021. On June 21, 2022, tendered judgment in favor of the Company in the amount of $0.5 million, plus 12% interest. The Company dismissed a related secondary action. No additional accrual has been recorded in connection with this matter.

Our staffing services business consists of the placement of individuals seeking employment. There can be no assurance that candidates for employment will continue to seek employment through us. Candidates generally seek temporary or full-time positions through multiple sources, including us and our competitors. Prior to COVID-19, unemployment in the United States had been low in the past couple of years but sharply increased and then decreased due to the effects of the COVID-19 pandemic. The availability of qualified talent may change or become even more scarce, depending on macro-economic conditions outside of our control. If finding sufficient eligible candidates to meet employers’ demands becomes more challenging due to falling unemployment rates or other talent availability issues, we may experience a shortage of qualified candidates. Any shortage of candidates could materially adversely affect our business, financial condition, results of operations or cash flows.16

21Pipl, ~~table of Contents~~Inc.

WeOn ~~may~~September 6, ~~incur~~2023, ~~potential~~the ~~liability~~Company towas ~~employees~~served with a civil lawsuit filed by Pipl, Inc. in the Superior Court of Connecticut alleging non-payment of services rendered between January 3, 2021, and ~~clients~~December 7, 2022 in an amount exceeding $267 thousand plus interest and costs. The Company has filed a counterclaim. The matter remains pending. At this time, the Company cannot reasonably estimate the outcome.

~~Our~~Creditors ~~consulting~~Adjustment and staffing business entails employing individuals on a temporary basis and placing such individuals in clients’ workplaces. We do not have the ability to control the workplace environment. As the employer of record of our temporary employeesBureau, we incur a risk of liability to our temporary employees for various workplace events, including claims of physical injury, discrimination, harassment, or failure to protect confidential personal informationInc. While such claims have not historically had a material adverse effect upon our business or financial condition, there can be no assurance that such claims in the future will not result in adverse publicity or have a material adverse effect upon our business or financial condition. We also incur a risk of liability to our employer clients resulting from allegations of errors, omissions or theft by our temporary employees, or allegations of misuse of client confidential information. In many cases, we have agreed to indemnify our clients in respect of these types of claims. We maintain insurance with respect to many of such claims. While such claims have not historically had a material adverse effect upon our business or financial condition, there can be no assurance that we will continue to be able to obtain insurance at a cost that does not have a material adverse effect on our business or financial condition or that such claims will be covered by such available insurance.

WeOn ~~may~~March ~~require~~13, ~~additional~~2024, ~~capital~~Creditors toAdjustment ~~fund~~Bureau, Inc. ~~our~~filed ~~business~~a ~~and~~complaint ~~support~~in ~~our~~the ~~growth,~~Superior ~~and~~Court ~~our~~of ~~inability~~California toalleging ~~generate~~amounts due under assigned contracts totaling approximately $214 thousand plus interest and ~~obtain~~fees. ~~such~~The ~~capital~~Company onis ~~acceptable~~defending ~~terms,~~the oraction. atThe ~~all,~~matter ~~could~~remains ~~harm~~in ~~our~~preliminary ~~business~~stages, ~~operating~~and ~~results,~~the ~~financial~~Company ~~condition~~cannot estimate the potential loss, ~~and~~if ~~prospects~~any.

~~We intend to continue to make substantial investments to fund our business and support our growth. In addition~~HireTeammate, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our solutions, improve our operating infrastructure, or acquire or develop complementary businesses and technologiesInc. As (d/b/a result, in addition to the revenues we generate from our business, we may need to engage in equity or debt financings to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Common Stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely impacted. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a significant adverse impact on our business, operating results, and financial condition.hireEZ)

~~Because~~On weNovember ~~have~~20, 2024, Recruiter.com Inc. was named as a ~~history~~defendant in a lawsuit filed in the Supreme Court of ~~net~~New ~~losses,~~York wealleging ~~may~~breach ~~never~~of ~~achieve~~contract orrelated ~~sustain~~to ~~profitability~~unpaid orplatform ~~positive~~management ~~cash~~services totaling ~~flow~~approximately ~~from~~$79 ~~operations~~thousand plus interest and costs. The matter is pending.

WeRegal ~~have incurred net losses in each fiscal year since our inception~~Nutra, ~~including~~LLC ~~net losses of approximately $22.6 million for the year ended December 31, 2024~~ and, ~~$7.2~~Dauntless ~~million for the year ended December 31~~Media, ~~2023.~~LLC As of December 31, 2024, we had an accumulated deficit of approximately $99 million. We expect to continue to incur substantial expenditures to develop and market our services and could continue to incur losses and negative operating cash flow for the foreseeable future. We may never achieve profitability or positive cash flow in the future, and even if we do, we may not be able to continue being profitable. Any failure to achieve and maintain profitability would continue to have an adverse effect on our stockholders’ deficit and working capital and could result in a decline in our stock price or cause us to cease operations.Arbitration

~~Because~~In we2025, ~~have~~Regal Nutra, LLC and Dauntless Media, LLC initiated arbitration proceedings through JAMS in New York against Nixxy, Inc. and others, alleging breach of contract and fraud related to a ~~limited~~series ~~operating~~of ~~history~~business ~~under~~arrangements. ~~our~~The ~~current~~Company ~~platform~~has objected to jurisdiction, asserting it iswas ~~difficult~~not a party to ~~evaluate~~the ~~our~~agreements ~~business~~at issue, has no relationship with the claimants, and ~~future~~did ~~prospects~~not agree to arbitration. The arbitration remains pending. The Company cannot estimate potential loss, if any.

WeITEM ~~have operated our current platform since April 16, 2016, when we acquired the Platform, where it was then put into a multi-year process of further development, integration, and branding~~4. AsMINE aSAFETY result, our platform and business model have not been fully proven, and we have only a limited operating history on which to evaluate our business and future prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including our ability to achieve market acceptance of our platform and attract, retain, and incentivize recruiters on our platform, as well as respond to competition and plan for and scale our operations to address future growth. We may not be successful in addressing these and other challenges we may face in the future, and our business and future prospects may be materially and adversely affected if we do not manage these and other risks successfully. Given our limited operating history, we may be unable to effectively implement our business plan which could materially harm our business or cause us to scale down or cease our operations.DISCLOSURES

22Not ~~table of Contents~~Applicable.

If we are unable to respond to technological advancements and other changes in our industry by developing and releasing new services, or improving our existing services, in a timely and cost-effective manner or at all, our business could be materially and adversely affected.17

~~Our~~PART industry is characterized by rapid technological change, frequent new service launches, changing user demands, and evolving industry standards. The introduction of new services based on technological advancements can quickly render existing services obsolete. We will need to expend substantial resources on researching and developing new services and enhancing our platform by incorporating additional features, improving functionality, and adding other improvements to meet our users’ evolving demands. We may not be successful in developing, marketing, and delivering in a timely and cost-effective manner enhancements or new features to our platform or any new services that respond to continued changes in the market. Furthermore, any enhancements or new features to our platform or any new services may contain errors or defects and may not achieve the broad market acceptance necessary to generate sufficient revenue. Moreover, even if we introduce new services, we may experience a decline in revenue from our existing services that is not offset by revenue from the new services.II

IfITEM we5. ~~experience~~MARKET ~~errors,~~FOR ~~defects,~~REGISTRANT’S ~~or disruptions on the Platform it could damage our reputation~~COMMON EQUITY, ~~which~~RELATED ~~could~~STOCKHOLDER inMATTERS ~~turn~~AND ~~materially~~ISSUER ~~and~~PURCHASES ~~adversely~~OF ~~impact~~EQUITY ~~our operating results and growth prospects.~~SECURITIES

~~The~~Market performance and reliability of the Platform is critical to our reputation and ability to attract and retain recruiters and clients. Any system error or failure, or other performance problems with the Platform could harm our brand and reputation and may damage the businesses of users. Additionally, the Platform requires frequent updates, which may contain undetected errors when first introduced or released. Any errors, defects, disruptions in service, or other performance or stability problems with the Platform could result in negative publicity, loss of or delay in market acceptance of the Platform, loss of competitive position, delay of payment to us or recruiters, or claims by users for losses sustained by them, which could adversely impact our brand and reputation, operating results, and future prospects.Information

WeOur ~~rely~~Common onStock ~~third~~trades ~~parties~~on tothe ~~host~~Nasdaq ~~our~~Capital Market ~~Platform,~~under ~~and~~the ~~any~~symbol ~~disruption of service from such third parties or material change to, or termination of, our arrangement with them could adversely affect our business~~“NIXX.”

We use third-party cloud infrastructure service providers and co-located data centers in the United States and abroad to host the Platform. Software development, remote server administration, quality assurance, and administrative access is managed by international personnel. We do not control the physical operation of any of the data centers we use. These facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures, and similar events. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions to the Platform. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of violence, and other misconduct. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service. We may not be able to maintain or renew our agreements or arrangements with these third-party service providers on commercially reasonable terms, or at all. If we are unable to renew our agreements on commercially reasonable terms, our agreements are terminated, or we add additional infrastructure providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new data center providers. If these providers increase the cost of their services, we may have to increase the fees to use the Platform, which could cause us to lose clients, or we may have to assume those increased costs, and our operating results may be adversely impacted.Holders

23Based ~~table~~upon information provided by our transfer agent, as of ~~Contents~~April 15, 2026, there were approximately 525 holders of record of our Common Stock. This number does not include beneficial owners whose shares are held in nominee or “street name” accounts through brokers or other intermediaries. As of April 15, 2026, there were no holders of record of our Series E Convertible Preferred Stock.

Because we have historically had arrangements with related parties affecting a significant part of our operations, such arrangements may not reflect terms that would otherwise be available from unaffiliated third parties.Dividends

We ~~rely~~have onnot ~~arrangements~~paid ~~with~~any ~~related~~cash ~~parties~~dividends ~~for~~on ~~support of~~ our ~~operations,~~common stock ~~including technical support,~~ and ~~may~~do ~~engage~~not inanticipate ~~additional~~paying ~~related~~cash ~~party~~dividends ~~transactions~~ in the foreseeable future. ~~For~~We ~~example, we~~ currently ~~rely~~intend onto aretain ~~related~~any ~~party~~future ~~provider~~earnings ofto ~~information technology and computer services located in Mauritius, an island country located off~~ fund the ~~eastern coast of Africa, for software~~ development and ~~maintenance~~growth ~~related to our website and the Platform. See “Certain Relationships and Related Person Transactions” for further details. Although we believe that the terms~~ of our arrangements with related parties are reasonable and generally consistent with market standards, such terms do not necessarily reflect terms that we or such related parties would agree to in arms-length negotiations with an independent third party. Furthermore, potential conflicts of interest can exist if a related party is presented with an issue that may have conflicting implications for us and such related party. If a dispute arises in connection with any of these arrangements, which is not resolved to our satisfaction, our business ~~could be materially and adversely affected~~.

~~Our~~Under ~~Platform~~Nevada ~~contains~~law, ~~open-source~~dividends ~~software~~may ~~components~~only be paid from legally available funds, ~~and~~including ~~failure~~surplus toor ~~comply~~net ~~with~~profits. ~~the~~Given ~~terms~~our ofhistorical ~~the~~operating ~~underlying~~losses, ~~licenses~~we ~~could~~do ~~restrict~~not ~~our~~currently ~~ability~~have toaccumulated ~~market~~earnings or ~~operate~~surplus from ~~our~~which ~~Platform~~dividends could be declared.

WeAny ~~incorporate~~future ~~many~~determination types of open-source software, frameworks, and databases, including our Platform, which is currently architected on the Yii platform using PHP code and MySQL databases. Open-source licenses typically permit the use, modification, and distribution of software in source code form subject to ~~certain~~pay ~~conditions.~~dividends ~~Some~~will ~~open-source~~be ~~licenses~~at ~~require any person who distributes a modification or derivative work of such software to make~~ the modified version subject to the same open-source license. Accordingly, although we do not believe that we have used open-source software in a manner that would subject us to this requirement, we may be required to distribute certain aspects discretion of our ~~Platform~~Board ~~or make them available in source code form. Further, the interpretation~~ of ~~open-source~~Directors ~~licenses is legally complex. If we fail to comply with the terms of an applicable open source software license, we may need to seek licenses from third parties to continue offering the Platform~~ and ~~the~~will ~~terms~~depend on ~~which~~our ~~such~~financial ~~licenses are available may not be economically feasible~~condition, toresults ~~re-engineer~~of ~~the Platform to remove or replace the open source software~~operations, tocapital ~~limit or stop offering the Platform if re-engineering could not be accomplished on a timely or cost-effective basis~~requirements, toand ~~pay~~other ~~monetary~~factors ~~damages,~~deemed relevant orby ~~to make available~~ the ~~source code for aspects of our proprietary technology, any of which could adversely affect our business, operating results, and financial condition~~Board.

~~Our~~Unregistered ~~future~~Sales ~~growth depends in part on our ability to form new and maintain existing strategic partnerships with third party solution providers and continued performance~~ of ~~such~~Equity ~~solution providers under the terms of our strategic partnerships with them.~~Securities

As part of our growth strategy and, in particular, our enterprise solution offering, we establish and maintain strategic partnerships with large and established third party solution providers to employers, such as companies specializing in enterprise application software, human resources, payroll, talent, time management, tax and benefits administration. Our strategic partnerships include among other things, integration of the Platform with those of our strategic partners, joint marketing, and commercial alignment, including joint events, and sales of our services by our partners’ representatives. We ~~may~~have bepreviously ~~unable~~disclosed ~~to renew or replace our agreements with such strategic partners as and when they expire on comparable terms, or at~~ all. ~~Moreover,~~sales the parties with which we have strategic relationships may fail to devote the resources necessary to expand our reach and increase our distribution. In addition, our agreements with our strategic partners generally do not contain any covenants that would limit competing arrangements. Some of ~~our~~securities without ~~strategic~~registration ~~partners~~under ~~offer, or could in~~ the ~~future~~Securities ~~offer,~~Act competing products and services or have similar strategic relationships with our competitors, and may choose to favor our competitors’ solutions over ours. If we are unsuccessful in establishing or maintaining our relationships with third parties, our growth prospects could be impaired, and our operating results may be adversely impacted. Even if we are successful in establishing and maintaining these strategic relationships with third parties, they may not result in the growth of ~~our client base or increased revenue~~1933.

24Repurchases ~~table~~ of ~~Contents~~Equity Securities by the Issuer and Affiliated Purchasers

We rely in part on certain software that we license from related and third parties as part of our service offerings, and if we were to lose the ability to use such software our business and operating results would be materially and adversely affectedNone.

WeITEM license video screening technology from MyInterview, as well as other popular, commercially available third-party recruiting, communications, and marketing related software systems, such as LinkedIn and Hubspot, much of which is integral to our systems and our business6. If any of these relationships were terminated or if any of these parties were to cease doing business or cease to support the applications we currently utilize, we may be forced to expend significant time and resources to replace the licensed software. Further, the necessary replacements may not be available on a timely basis on favorable terms, or at all. If we were to lose the ability to use this software our business and operating results would be materially and adversely affected.RESERVED

~~Because~~ITEM we7. ~~rely~~MANAGEMENT’S onDISCUSSION aAND ANALYSIS ~~small~~OF ~~number~~FINANCIAL ofCONDITION ~~customers~~AND ~~for~~RESULTS aOF ~~substantial portion of our revenue, the loss of any of these customers would have a material adverse effect on our operating results and cash flows.~~OPERATIONS

AsThe offollowing ~~December~~discussion ~~31,~~and ~~2024,~~analysis ~~three~~of ~~customers~~our ~~accounted~~financial condition ~~for~~and ~~more~~results ~~than 10%~~ of ~~the~~operations ~~accounts~~should ~~receivable~~be ~~balance,~~read atin ~~77%.~~conjunction Aswith ofour ~~December~~consolidated ~~31,~~financial ~~2023,~~statements ~~one~~and ~~customer~~related ~~accounted~~notes ~~for~~included elsewhere ~~more~~in ~~than~~this ~~10%~~Annual ofReport ~~the~~on ~~accounts~~Form ~~receivable balance, at 93%~~10-K.

~~For~~This ~~the~~discussion ~~year~~contains ~~ended~~forward-looking ~~December~~statements ~~31,~~that ~~2024,~~involve ~~two~~risks and ~~customers accounted for more than 10% of total revenue, at 40%~~uncertainties. ~~For~~Our ~~the~~actual ~~year~~results ~~ended~~may ~~December~~differ ~~31,~~materially ~~2023,~~from ~~one~~those ~~customer~~anticipated ~~accounted~~in ~~for~~such ~~more than 10% of total revenue, at 57%~~statements.

Any termination of a business relationship with, or a significant sustained reduction in business from, one or more of these customers could have a material adverse effect on our operating results and cash flows.18

~~Failure to protect our intellectual property could adversely affect our business.~~Overview

~~Our~~During ~~success~~the ~~depends~~year inended ~~large part on our proprietary technology and data~~December 31, ~~including our trade secrets~~2025, ~~software code,~~ the ~~content~~Company ofcontinued ~~our~~to ~~website,~~execute ~~workflows,~~its ~~proprietary~~strategic ~~databases,~~transformation ~~registered~~into ~~domain~~a ~~names,~~communications ~~registered~~ and ~~unregistered~~data ~~trademarks,~~infrastructure ~~trademark~~platform. ~~applications,~~The ~~copyrights,~~Company’s operating ~~and~~focus ~~inventions~~is ~~(whether~~centered oron ~~not~~scaling ~~patentable).~~its Intelecommunications ~~order~~revenue ~~to protect our intellectual property~~base, weimproving ~~rely~~operating onefficiency athrough ~~combination~~automation ofand ~~copyright~~AI-enabled routing, ~~trademark,~~ and ~~trade~~expanding ~~secrets,~~into ashigher-value ~~well~~infrastructure ~~as confidentiality provisions~~ and ~~contractual~~software-driven ~~arrangements~~applications.

~~Despite~~The ~~our~~Company’s ~~efforts,~~telecommunications ~~third~~platform has ~~parties~~experienced ~~may~~significant ~~infringe~~growth ~~upon~~in ortraffic ~~misappropriate~~volumes ~~our~~and ~~intellectual~~revenue ~~property by copying or reverse~~run-~~engineering~~rate, ~~information~~supported ~~that~~by weexpanded ~~regard~~carrier ~~as proprietary~~relationships, ~~including~~improved ~~our platform~~routing performance, ~~to create products~~ and ~~services~~increased ~~that~~operational ~~compete with ours~~scale. ~~Further,~~Based weon ~~may~~internal bemanagement ~~unable~~estimates ~~to prevent competitors from acquiring domain names or trademarks that are similar to, infringe upon, or diminish the value of our domain names, trademarks, service marks,~~ and ~~other~~prior ~~proprietary rights. Moreover~~disclosures, ~~our trade secrets may be compromised by third parties or our employees, which would cause us to lose~~ the ~~competitive~~Company’s ~~advantage~~telecommunications business ~~derived~~has ~~from~~reached ~~the~~an ~~compromised~~annualized ~~trade~~revenue ~~secrets.~~run-rate ~~Additionally,~~of ~~effective~~approximately ~~intellectual~~$150 ~~property~~million ~~protection may not be available~~ to us$180 inmillion ~~every~~as ~~country in which our platform currently is or may in the future be available. Further, we may be unable to detect infringement~~ of ~~our~~late ~~intellectual property rights~~2025, ~~and~~although ~~even if we detect~~ such ~~violations and decide to enforce our intellectual property rights, we~~ run-rate may not be ~~successful,~~indicative and may incur significant expenses, in such efforts. In addition, any such enforcement efforts may be time-consuming, expensive and may divert management’s attention. Because we rely on development staff who are internationally located, we face a risk based upon any local conditions and difficulties we may face in enforcing our intellectual property rights there. Further, such enforcement efforts may result in a ruling that our intellectual property rights are unenforceable. Any failure to protect or any loss of ~~our~~future ~~intellectual property may have an adverse effect on our ability to compete and may adversely affect our business, financial condition, and operating~~ results.

~~Our~~Revenue ~~future~~Growth ~~success depends on our ability to retain~~ and ~~attract~~Communications ~~high-quality personnel, and the efforts, abilities and continued service of our senior management, and unsuccessful succession planning could adversely affect our business.~~Platform Scaling

Our future success will depend in large part on our ability to attract and retain high-quality management, operations, and other personnel who are in high demand, are often subject to competing employment offers, and are attractive recruiting targets for our competitors. The ~~loss~~Company’s ofrevenue ~~qualified~~growth ~~executives~~has ~~and~~been ~~key~~primarily driven employees, or inability to attract, retain, and motivate high-quality executives and employees required for the planned expansion of our business, may harm our operating results and impair our ability to grow.by:

25· ~~table~~Expansion of ~~Contents~~wholesale voice and messaging traffic volumes · Increased number of carrier interconnect relationships · Improved routing performance and delivery consistency · Repeatable, transaction-based revenue streams tied to communications traffic

~~Our~~Management ~~work~~believes ~~with~~that ~~each~~the ofCompany’s ~~these~~communications platform ~~key~~represents ~~personnel~~a isscalable ~~subject~~and torepeatable ~~changes~~revenue ~~and/or termination~~engine, ~~and~~where ~~our~~incremental ~~inability~~traffic tocan ~~effectively~~be ~~retain~~added ~~the~~with ~~services~~limited ofproportional ~~our~~increases in ~~key~~operating ~~management~~overhead. ~~personnel,~~Revenue ~~could~~is ~~materially~~largely usage-based and ~~adversely~~may ~~affect~~fluctuate ~~our~~based ~~operating~~on ~~results~~traffic volumes, routing decisions, customer demand, and ~~future~~market ~~prospects~~pricing conditions.

IfMargin weExpansion ~~sustain an impairment in the carrying value of long-lived assets~~ and ~~goodwill,~~Traffic itMix ~~will negatively affect our operating results.~~Optimization

AsA ~~the~~core ~~result~~component of ~~our purchase of certain assets of Genesys in March 2019 and Scouted, OneWire, Parrut, Upsider and Novo Group in 2021, and~~ the ~~Gologiq~~Company’s license in 2024, we have a significant amount of long-lived intangible assets and goodwill on our consolidated balance sheet. Under the Generally Accepted Accounting Principles in the U.S. (“GAAP”), long-lived assets are required to be reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. If business conditions or other factors cause profitability and cash flows to decline, we may be required to record non-cash impairment charges. Goodwill must be evaluated for impairment at least annually or more frequently if events indicate it strategy is ~~warranted. If~~ the ~~carrying~~improvement ~~value~~ of ~~a reporting~~ unit ~~exceeds~~economics ~~its~~through current fair value, the goodwill is considered impaired. Events and conditions that could result in impairment in the value of our long-lived assets and goodwill include, but are not limited to, significant negative industry or economic trends, competition and adverse changes in the regulatory environment, significant decline in our stock price for a ~~sustained~~combination ~~period~~ of ~~time,~~traffic ~~limited~~mix ~~funding,~~optimization ~~as well as or other factors leading to reduction in expected long-term revenues or profitability. If we record impairment charges related to our goodwill~~ and ~~long-lived~~operational ~~assets, our operating results would likely be materially and adversely affected~~automation.

IfKey wedrivers ~~fail to maintain an effective system~~ of ~~disclosure~~margin ~~controls~~expansion ~~and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.~~include:

As· aTraffic ~~public~~mix ~~company,~~shift: weIncreasing ~~are subject to~~ the ~~reporting~~proportion ~~requirements~~ of ~~the~~higher-margin ~~Securities~~messaging ~~Exchange~~(SMS) ~~Act~~traffic ofrelative ~~1934~~to ~~and the Sarbanes~~lower-~~Oxley~~margin ~~Act~~voice ~~which~~traffic ~~requires,~~over ~~among~~time ~~other~~· ~~things,~~Optimized ~~that~~logic werouting: ~~maintain~~Utilizing ~~effective~~automation ~~disclosure controls~~ and ~~procedures~~data ~~and~~analytics ~~internal control over financial reporting. In order~~ to ~~maintain~~optimize ~~and~~route selection, improve ~~the~~quality ~~effectiveness~~ of ~~our~~service, ~~disclosure controls~~ and ~~procedures~~enhance ~~and~~cost ~~internal~~efficiency ~~control~~· ~~over~~Operational ~~financial~~automation: ~~reporting,~~Reducing wemanual ~~have~~intervention ~~expended,~~in ~~and anticipate that we will continue to expend~~routing, ~~significant resources~~billing, ~~including accounting-related costs~~ and ~~significant~~settlement ~~management oversight.~~workflows

~~Any~~Management ~~failure~~believes tothat ~~develop~~these orinitiatives ~~maintain~~support a ~~effective~~disciplined ~~controls~~margin orexpansion ~~any~~framework, ~~difficulties~~although ~~encountered~~realized inmargins ~~their implementation or improvement could cause us to fail to meet our reporting obligations and~~ may ~~result~~vary independing aon ~~restatement~~market ~~of our consolidated financial statements for prior periods. If we fail to maintain an effective system of disclosure controls and internal control over financial reporting~~conditions, ~~our~~pricing ~~ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired~~dynamics, ~~which could result in loss of investor confidence~~ and ~~could have an adverse effect on our stock price~~traffic composition.

~~Our~~Operating ~~strategic~~Efficiency ~~transactions~~and ~~may not be integrated into our business successfully.~~ Automation

~~Our~~The ~~company~~Company ishas ~~currently~~invested ~~engaged~~ in aAI-enabled ~~series~~systems designed of strategic transactions that involve complex financial and legal arrangements, characterized by a multitude of contingencies and obligations, including the Savitr transaction. These transactions are integral to our strategy for growth and expansion in a competitive marketplace. However, the intricate nature of these deals, combined with our limited resources and capital, present significant risks that could materially and adversely affect our business, financial condition, and operational results.:

~~The~~· ~~successful~~Monitor ~~execution~~network ofperformance ~~these~~and ~~transactions~~traffic ~~demands~~flows a· ~~high~~Detect ~~degree~~anomalies ~~of financial acumen, legal expertise,~~ and ~~strategic~~mitigate ~~foresight,~~fraud ~~areas~~risks ~~where~~· ~~our~~Automate ~~resources~~routing ~~are constrained. The complexity~~ and ~~scope~~ quality-of-service ~~the~~governance ~~arrangements~~· ~~increase~~Improve ~~the~~billing ~~likelihood~~accuracy ~~of unforeseen challenges, including but not limited to regulatory hurdles, integration obstacles,~~ and ~~potential~~settlement disputes with counterparties. Given our limited capital, any delays or unexpected costs arising from these transactions could strain our financial resources, forcing us to reallocate funds from other critical areas of our business or seek additional capital at unfavorable terms.processes

~~26 table of Contents~~19

~~Moreover,~~These ~~the~~capabilities ~~contingencies~~are ~~associated~~intended ~~with~~to ~~these~~improve ~~transactions~~operating efficiency, ~~introduce~~reduce ~~uncertainty~~manual ~~regarding~~overhead, ~~their~~and ~~ultimate~~enhance ~~benefit~~consistency toacross ~~our~~the ~~company~~Company’s telecommunications operations. ~~While~~As wethe ~~anticipate~~platform scales, ~~that~~management ~~these~~expects ~~strategic~~automation ~~endeavors~~to ~~will~~play ~~enhance~~an ~~our~~increasing ~~competitive~~role ~~position~~in ~~and~~supporting operational ~~capabilities~~leverage; however, ~~their~~the ~~complexity~~timing and ~~the~~extent ~~inherent unpredictability~~ of such ~~their outcomes mean that we cannot guarantee these~~ benefits ~~will~~remain bedependent ~~realized~~on asexecution ~~expected,~~and ormarket ~~at all~~conditions.

InExpansion ~~light~~into ofInfrastructure ~~these factors, our future performance~~ and ability to execute our business strategy effectively could be compromised. Investors should consider the risks associated with our involvement in these complex strategic transactions, especially in the context of our limited resources and capital, before making an investment decision.Software

~~Risks~~In ~~Related~~addition to ~~Regulation~~its core telecommunications operations, the Company has made investments in infrastructure and software assets intended to support higher-value applications, including:

If· weEdge ordata ~~our~~infrastructure ~~clients~~associated ~~are~~with ~~perceived~~Everythink toInnovations ~~have~~Limited ~~violated~~· orAI-enabled ~~are~~software ~~found in violation of~~platforms, ~~the~~including ~~anti-discrimination~~AQUA ~~laws~~ and ~~regulations~~Leadnova.ai as· ~~the~~Platform ~~result~~components ofdesigned ~~the~~to ~~use~~support ofworkflow ~~predictive~~automation ~~technologies or external independent recruiters in the recruitment process, it may damage our reputation~~ and ~~have~~data ~~a material adverse effect on our business and results of operations.~~processing

WeThese ~~and~~initiatives ~~our~~are ~~clients~~intended ~~may be exposed~~ to ~~potential~~enable ~~claims associated with~~ the ~~use~~Company to ~~of predictive algorithms and external recruiters in the recruitment~~ process, ~~including~~communications ~~claims of age~~ and ~~gender~~related ~~discrimination.~~data ~~For~~within ~~example,~~controlled ~~Title~~infrastructure ~~VII~~environments ~~of the Civil Rights Act of 1964 (“Title VII”) prohibits employers from limiting employment opportunities based on certain protected characteristics, including race, color, religion, sex,~~ and ~~national~~to ~~origin.~~support ~~The Age Discrimination in Employment Act of 1967 (~~the ~~“ADA”)~~development prohibits discrimination based on age. Certain social media companies, as well as employers purchasing targeted ads from such companies, have recently come under scrutiny for discriminatory advertising. In September 2019, the U.S. Equal Employment Opportunity Commission (the “EEOC”) ruled that several employers violated the ADA and Title VII by publicizing job openings on social media through the use of ~~ads that targeted young men to the detriment of women and older workers. If we or our clients are perceived to have violated or are found in violation of, Title VII, the ADA, or any other anti~~software-~~discrimination~~based offerings ~~laws~~over and regulations as the result of the use of predictive technologies in the recruitment process, it may damage our reputation and have a material adverse effect on our business and results of operationstime.

IfLeadnova.ai ~~recruiters~~is oncurrently ~~the~~in ~~Platform~~user ~~were~~acceptance ~~classified~~testing, with asa ~~employees~~targeted ~~instead~~commercial ofbeta ~~independent~~planned ~~contractors~~for 2026, ~~our~~subject ~~business~~to ~~would be materially and adversely affected~~execution.

WeTelco ~~believe~~+ ~~that~~Fintech ~~the~~Convergence recruiters who engage with us on our platform are independent contractors, due to a number of factors, including our inability to control these recruiters, and our Terms of Use with our users reflect that understanding. However, if the independent contractor status of recruiters is challenged, we may not be successful in defending against such challenges in some or all jurisdictions. Furthermore, the costs associated with defending, settling, or resolving lawsuits relating to the independent contractor status of recruiters could be material to our business. In September 2019, California enacted a new employee classification law that codified the 2018 decision by the state’s Supreme Court classifying independent contractors as employees unless they satisfy the following requirements: (i) are free from the control and direction of the entity relating to the performance of the work; (ii) perform work outside the usual course of the hiring entity’s business; and (iii) are customarily engaged in an independently established trade, occupation, or business. We cannot be certain if this ruling in California will impact us.Initiatives

IfThe aCompany ~~court~~is orpursuing anopportunities ~~administrative~~at ~~agency were to determine that~~ the recruiters on our platform must be classified as employees rather than independent contractors, we and/or our clients would become subject to additional regulatory requirements, including but not limited to tax, wages, and wage and hour laws and requirements (such as those pertaining to minimum wage and overtime); employee benefits, social security, workers’ compensation and unemployment; discrimination, harassment, and retaliation under civil rights laws; claims under laws pertaining to unionizing, collective bargaining, and other concerted activity; and other laws and regulations applicable to employers and employees. Compliance with such laws and regulations would require us to incur significant additional expenses, potentially including without limitation, expenses associated with the application intersection of ~~wage~~telecommunications and ~~hour~~financial ~~laws (including minimum wage~~technology, ~~overtime,~~leveraging ~~and~~its ~~meal~~communications ~~and~~infrastructure ~~rest period requirements), employee benefits, social security contributions, taxes, and penalties. Additionally, any such reclassification would require us~~ to ~~fundamentally~~support ~~change~~transaction-enabled ~~our business model, and consequently have an adverse effect on our business and financial condition~~workflows.

27These ~~table~~initiatives ~~of Contents~~include:

~~The~~· ~~regulatory~~Messaging-based ~~framework~~payment ~~for~~enablement ~~privacy and data protection is complex and evolving~~(e.g., ~~and changes in laws or regulations relating~~ text-to-pay ~~privacy~~functionality) or· ~~the~~Transaction ~~protection~~notifications orand ~~transfer~~confirmations of· ~~personal~~Identity ~~data,~~verification orand ~~any~~authentication ~~actual~~workflows or· ~~perceived~~Cross-border ~~failure~~communications bysupporting usfinancial ~~to comply with such laws and regulations, could adversely affect our business.~~interactions

~~During~~The ~~our~~Company day-to-day business operations we receive, collect, store, process, transfer, and use personal information and other user data. As a result, we are subject to numerous federal, state, local, and international laws and regulations regarding privacy, data protection, information security, and the collection, storing, sharing, use, processing, transfer, disclosure, and protection of personal information and other content. We are also subject to the terms of our privacy policies and obligations to third parties related to privacy, data protection, and information security. We strive to comply with applicable laws, regulations, policies, and other legal obligations relating to privacy, data protection, and information security to the extent possible. However, the regulatory framework for privacy and data protection both in the United States and abroad is, ~~and~~developing isthese ~~likely~~capabilities ~~to remain for the foreseeable future, uncertain and complex, is changing, and the interpretation and enforcement of the rules and regulations that form~~ in part ofthrough ~~this~~strategic ~~regulatory framework may be inconsistent among jurisdictions~~partnerships, orincluding ~~conflict~~collaboration with ~~other laws and regulations. Such laws and regulations as they apply to us may be interpreted and enforced in a manner that we do not currently anticipate. Any significant change in the applicable laws~~PayToMe, ~~regulations, or industry practices regarding the collection, use, retention, security, or disclosure of user data, or their interpretation, or any changes regarding the manner in~~ which ~~the~~provides ~~express~~development orresources ~~implied consent of users for the collection, use, retention, or disclosure of such data must be obtained, could increase our costs~~ and ~~require~~fintech ~~us to modify our~~ platform ~~and our products and services, in a manner that could materially affect our business~~capabilities.

~~The laws, regulations, and industry standards concerning privacy, data protection, and information security also continue to evolve~~PayToMe.co ~~For~~is example, in June 2018, California passed the California Consumer Privacy Act (the “CCPA”), effective January 1, 2020, which requires companies that process personal information of California residents to make new disclosures to consumers about such companies’ data collection, use, and sharing practices and inform consumers of their personal information rights such as deletion rights, allows consumers to opt out of certain data sharing with third parties, and provides a ~~new~~Silicon ~~cause~~Valley–based ofAI-native financial ~~action~~technology ~~for~~platform ~~data~~enabling ~~breaches.~~embedded ~~The~~payments ~~State of Nevada has also passed a law, effective October 1, 2019, that amends the state’s online privacy law to allow consumers to submit requests to prevent websites~~ and ~~online~~cross-border ~~service~~transaction ~~providers~~workflows ~~from~~across ~~selling~~global ~~personally identifiable information that they collect through a website or online service~~markets. The costs of compliance with, and other burdens imposed by, the privacy and data protection laws and regulations may limit the use and adoption of our services and could have a material adverse impact on our business. As a result, we may need to modify the way we treat such information.

~~Any~~Management ~~failure~~believes orthat ~~perceived~~integrating ~~failure~~communications and bytransaction usworkflows tomay ~~comply~~represent ~~with~~a ~~any~~significant ~~privacy~~long-term ~~and~~opportunity; ~~data protection policies~~however, ~~laws,~~these ~~rules,~~initiatives ~~and~~are ~~regulations could result~~ in ~~proceedings or actions against us by individuals~~development, ~~consumer rights groups, governmental entities or agencies, or others. We could incur significant costs investigating~~ and ~~defending such claims and, if found liable, significant damages. Further, public scrutiny of or complaints about technology companies or~~ their ~~data handling or data protection practices~~ timing, ~~even if unrelated to our business~~adoption, ~~industry,~~and orfinancial ~~operations,~~impact ~~may~~remain ~~lead~~uncertain ~~to increased scrutiny of technology companies, including us,~~ and ~~may~~subject ~~cause government agencies~~ to ~~enact~~execution ~~additional~~and regulatory ~~requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks~~considerations.

~~Unfavorable~~Liquidity ~~global economic~~ and ~~geopolitical~~Capital ~~conditions~~Strategy ~~could adversely affect our business, financial condition, stock price, and results of operations.~~

~~Our~~The ~~business~~Company ~~could~~continues be adversely affected by unstable economic and political conditions within the United States and foreign jurisdictions, including as a result of an economic downturn and geopolitical events, such as changes in U.S. federal policy that affect the geopolitical landscape. Changes to ~~policy~~evaluate ~~implemented~~capital byallocation strategies the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including U.S. trade policies, could have a material adverse effect on our financial condition or results of operations. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.support:

28· ~~table~~Growth ofin ~~Contents~~telecommunications traffic volumes · Investment in infrastructure and platform development · Strategic partnerships and potential acquisitions

The global credit and financial markets have also generally experienced extreme volatility and disruptions (including as a result of actual or perceived changes in interest rates, inflation and macroeconomic uncertainties), which has included severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, high inflation, uncertainty about economic stability, global supply chain disruptions, and increases in unemployment rates. The financial markets and the global economy may also be adversely affected by military conflict, including the ongoing conflicts between Russia and Ukraine, and Israel and Hamas, terrorism, or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also continue to adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others could exacerbate market and economic instability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. A severe or prolonged economic downturn could result in a variety of risks to our business.20

InManagement ~~addition,~~expects ~~current~~that ~~inflationary~~continued ~~trends~~revenue ~~in the global economy may impact salaries~~ growth and ~~wages,~~operational ~~costs~~improvements ~~of goods and transportation expenses, among other things, and recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures~~ may ~~create~~support ~~market~~progress ~~and~~toward ~~economic~~improved ~~instability.~~cash Weflow ~~cannot~~performance; ~~anticipate all of the ways in which the foregoing~~however, ~~and~~ the ~~current~~Company ~~economic~~may ~~climate~~require ~~and~~additional ~~financial~~capital to ~~market~~execute ~~conditions~~its ~~generally,~~growth ~~could adversely impact our business~~strategy.

~~Risks~~Key ~~Related~~Business toDrivers ~~the~~and ~~Telecommunications Industry~~Outlook

~~Changes~~Management tobelieves ~~federal,~~that ~~state~~the ~~and~~Company’s ~~foreign~~future performance ~~government~~will ~~regulations~~be ~~and~~influenced decisions in regulatory proceedings, as well as private litigation, could further increase our operating costs and/or alter customer perceptions of our operations, which could materially adversely affect us.by:

~~Companies~~· ~~operating~~Growth ~~the telecommunications industry are subject to significant federal and state regulation, including the FCC and~~ in ~~some~~global ~~instances,~~communications bytraffic ~~state~~volumes ~~and~~· ~~local~~Ability ~~agencies. Adverse regulations and rulings by the courts, the FCC or states relating~~ to ~~broadband~~maintain and ~~wireless~~expand ~~deployment,,~~carrier ~~could~~relationships ~~impede~~· ~~our~~Execution ~~ability to manage our networks and recover costs and lessen incentives to invest in our networks. The continuing growth~~ of ~~IP-based~~traffic ~~services,~~mix ~~especially~~optimization ~~when accessed by wireless devices, has created or potentially could create conflicting regulation between the FCC~~ and ~~various~~margin ~~state~~expansion ~~and~~strategies ~~local~~· ~~authorities,~~Progress ~~which may involve lengthy litigation to resolve and may result~~ in ~~outcomes~~infrastructure ~~unfavorable to us. In addition, increased public focus on a variety of issues related to our operations, such as privacy issues, government requests or orders for customer data,~~ and ~~concerns~~software ~~about~~commercialization ~~global~~· ~~climate~~Development ~~change, have led to proposals or new legislation at state, federal and foreign government levels to change or increase regulation on our operations, which could result in additional costs~~ of ~~compliance~~communications-enabled orfintech litigation. Enactment of new privacy laws and regulations could, among other things, adversely affect our ability to collect data and offer targeted advertisements or result in additional costs of compliance or litigation. capabilities

29While ~~table~~management ofbelieves ~~Contents~~the Company is positioned to benefit from these trends, actual results may differ materially due to market conditions, competition, regulatory factors, and execution risks.

~~Increasing~~Results of ~~competition could materially adversely affect our operating results.~~Operations

WeYear Ended ~~have~~December ~~multiple wireless competitors in each of our service areas and compete for customers based principally on service/device offerings~~31, ~~price,~~2025 ~~network~~Compared quality, reliability, speed, coverage area and customer service. In addition, we are facing growing competition from providers offering services using advanced wireless technologies and IP-based networks, among others. We expect market saturation to ~~continue,~~Year ~~which~~Ended ~~may~~December ~~cause the wireless industry’s customer growth rate to moderate in comparison with historical growth rates~~31, leading to increased competition for customers, including from strategic alliances in converged connectivity. Our share of industry sales could be reduced due to aggressive pricing or promotional strategies pursued by competitors. We also expect that our customers’ growing demand for high-speed video and data services will place constraints on our network capacity. These competition and capacity constraints will continue to put pressure on pricing and margins as companies compete for potential customers. Additionally, we may not be able to accurately predict future consumer demands or the success of new services in markets. Our ability to address these issues will depend, among other things, on continued improvement in network quality and customer service and our ability to price our products and services competitively as well as effective marketing of attractive products and services. These efforts will involve significant expenses and require strategic management decisions on, and timely implementation of, equipment choices, network deployment and service offerings. In addition, a sustained decline in a reporting unit’s revenues and earnings has resulted in the past, and may again result in the future, in a significant negative impact on its fair value, requiring us to record an impairment charge, which could have an adverse impact on our results of operations.2024

~~Risks Relating to Investments in Our Common Stock~~Revenue

~~Because~~Revenue wewas ~~may~~approximately ~~issue~~$97.9 ~~preferred~~million ~~stock~~for ~~without~~ the year ~~approval~~ended ~~of our stockholders and a concentrated group of stockholders own a significant percentage of our Common Stock~~December 31, it2025 ~~may~~compared beto ~~more~~$6 ~~difficult~~thousand for athe ~~third~~year ~~party~~ended toDecember 31, ~~acquire us and could depress our stock price~~2024.

InThe ~~general,~~significant ~~the~~increase Board may authorize, without a vote of our stockholders, an issuance of one or more additional series of preferred stock that have more than one vote per share. Without these restrictions, our Board could issue preferred stock to investors who support us and our management and give effective control of our business to our management. Additionally, issuance of preferred stock could block an acquisition resulting in ~~both~~revenue awas ~~drop~~primarily attributable ~~in our stock price and a decline in interest of our Common Stock. This could make it more difficult for shareholders~~ to ~~sell their Common Stock. This could also cause~~ the ~~market~~expansion ~~price~~ of ~~our~~the ~~Common~~Company’s ~~Stock~~telecommunications ~~shares~~services tobusiness ~~drop~~during ~~significantly~~2025, ~~even if our business is performing well.~~including:

A· ~~small~~Scaling ~~number~~ of ~~ten~~ ~~stockholders,~~wholesale ~~including~~telecommunications ~~members~~operations of· ~~our~~Increased ~~management,~~traffic ~~controls~~volumes approximately 14% of our outstanding voting power as of March 15, 2025, and therefore is able to exert a significant amount of influence over our management and affairs and all matters requiring stockholder approval, including significant corporate transactions. These stockholders may have interests that differ from yours, and they may vote in ainternational ~~way~~voice ~~with which you disagree~~ and ~~that~~SMS ~~may~~routing be· ~~adverse~~Strategic toacquisitions ~~your~~completed ~~interests.~~during ~~This~~2025 ~~concentration~~· ofGrowth ~~ownership may have the effect of delaying or preventing any change in control transaction,~~ and bydiversification ~~limiting the number~~ of ~~shares~~global ofcarrier ~~our stock traded in public markets could adversely affect liquidity and price of our Common Stock.~~relationships

~~ITEM~~Revenue ~~1B.~~reported ~~UNRESOLVED~~in ~~STAFF~~2024 ~~COMMENTS~~primarily reflected minimal contributions from remaining HR-tech related operations.

~~None.~~Cost of Revenue

30Cost ~~table~~ of ~~Contents~~revenue was approximately $97.9 million for the year ended December 31, 2025 compared to $3 thousand for the year ended December 31, 2024. 2025 represented direct costs associated with carrier termination fees, interconnection charges, network access, and telecommunications infrastructure supporting our wholesale voice and SMS operations.

~~ITEM~~Our 2wholesale telecommunications model is designed to support high-volume transaction processing across global carrier networks. ~~PROPERTIES~~As traffic volumes increase, we benefit from enhanced purchasing leverage, optimized routing strategies, and expanded carrier relationships, which support operating efficiencies and scalable infrastructure deployment. We continue to focus on improving network optimization, vendor diversification, and strategic carrier partnerships to enhance cost performance over time.

~~We do not currently own any physical properties and operate virtually. We do not currently have other leased offices.~~21

WeOperating believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable space will be available to accommodate any such expansion of our operations.Expenses

~~ITEM~~Operating expenses are approximately $11.8 million for the year ended December 31, 2025, compared to $13.0 million for the year ended December 31, 2024. The decrease of $1.2 million was primarily attributable to a $3.0 ~~LEGAL~~million ~~PROCEEDINGS~~reduction in impairment expense, partially offset by a $1.4 million increase in amortization of intangible assets.

~~From~~Sales time to time, we may be a party to, or otherwise involved in, legal proceedings arising in the normal course of business. The nature of our business ordinarily results in a certain amount of pending as well as threatened claims, litigation, investigations, regulatory and legal and administrative cases, matters and proceedings, all of which are considered incidental to the normal conduct of business. When we determine that we have meritorious defenses to the claims asserted, we vigorously defend ourselves. We consider settlement of cases when, in management’s judgment, it is in the best interests of both the Company and its shareholders to do so.Marketing

WeSales ~~are currently pursuing two related collections matters against BKR Strategy Group. Since 2013, BKR Strategy Group has provided talent acquisition strategy~~ and ~~services~~marketing toexpense ~~top~~was ~~companies~~approximately $0.6 ~~Starting~~million infor the ~~third~~year ~~quarter~~ended ofDecember 31, ~~2021~~2025, ~~BKR~~compared ~~Strategy Group subcontracted Recruiter.com~~ to ~~perform on Demand recruiter services on behalf of BKR Strategy Group’s clients~~$0.7 ~~Although~~million ~~payments~~ for ~~services~~the ~~rendered~~year ~~were~~ended ~~initially received in a timely fashion~~December 31, ~~BKR~~2024. ~~Strategy~~The ~~Group’s~~decrease was ~~balance~~primarily ~~grew~~attributable ~~throughout the third and fourth quarters of 2021. This led~~ to ~~BKR~~reduced ~~Strategy~~marketing ~~Group~~expenditures ~~executing a Promissory Note with a payment schedule for $500,000 on November 30, 2021, with a personal guarantee from its business principal~~ as part of the ~~note.~~Company’s ~~After~~cost ~~failing~~management toinitiatives ~~meet~~focused ~~the payment schedule and after repeated attempts to collect the balance due, we retained the law firm of Berkovitch & Bouskila, PLLC and filed two lawsuits against BKR Strategy Group~~ on ~~February~~improving operating ~~18, 2022, the first, to collect on unpaid invoices and the second, to enforce the promissory note, for a total sum of $1,400,000~~margins. On March 24, 2022, BKR Strategy Group made a counterclaim against us for $500,000 on the grounds of alleged overbilling. Management denies the basis for the counterclaim and expects to vigorously defend itself from this counterclaim. Outside counsel for the company has advised that at this stage in the proceedings, it cannot offer an opinion as to the probable outcome. As it is not possible to estimate if a loss will be incurred, there has been no accrual.

OnProduct June 21, 2022, the Supreme Court of the State of New York, New York County ruled in favor of the Company that BKR Strategy Group owes the Company $500,000, plus interest at 12% since November 22, 2021, through the entry of judgement in the lawsuit related to the enforcement on the Promissory Note executed by BKR Strategy Group. Proceedings in the other lawsuit remain ongoing. The Company has been unable to collect against BKR Strategy Group due to lack of response and communication.Development

OnProduct ~~September~~development 6,expense ~~2023,~~for ~~Recruiter.com Group, Inc. (~~the ~~"Company")~~year ~~was~~ended December 31, ~~served~~2025, ~~with~~increased ato ~~civil~~approximately ~~lawsuit~~$246 ~~filed by Pipl~~thousand, ~~Inc.~~compared into ~~the~~$41 ~~Superior~~thousand ~~Court~~for of the ~~State~~year ofended ~~Connecticut~~December 31, ~~Judicial District of New Britain~~2024. The ~~lawsuit~~increase ~~alleges~~was ~~that~~primarily ~~the~~attributable ~~Company failed~~ to ~~pay~~higher ~~for goods and/or services provided by Pipl~~hosting, ~~Inc. between January 3~~data, ~~2021~~technology, and ~~December~~design 7,costs ~~2022,~~associated with the ~~claimed~~development ~~amount due exceeding $266,562.59 plus interest, costs,~~ and ~~attorneys' fees. The Company is currently evaluating the complaint with counsel and intends to vigorously defend against the claims. Given the early stage~~ expansion of the ~~litigation, the~~ Company’s istelecommunications ~~unable to predict the outcome of the case or estimate the possible loss or range of loss, if any~~business.

OnAmortization ~~April 1, 2024, Recruiter.com Group, Inc. ("the Company") became involved in legal proceedings initiated by Creditors Adjustment Bureau, Inc. ("CAB"), as documented in the Superior Court~~ of ~~California,~~Intangibles County of Santa Clara, case number 24CV433086. CAB's complaint, filed on March 13, 2024, alleges that the Company failed to fulfil payment obligations under contracts with CAB's assignor, totaling approximately $213,899.94. CAB seeks recovery of the owed amounts, interest, attorney fees, costs, and other damages deemed appropriate by the court. The Company is currently in ongoing legal communications about the complaint and intends to defend itself vigorously. At this stage, the Company is unable to predict the outcome of the case or estimate the potential financial impact.Assets

~~November~~For ~~20, 2024, Recruiter.com Inc. has been named as a defendant in a lawsuit filed by HireTeammate, Inc. (d/b/a hireEZ) in~~ the ~~Supreme~~year ~~Court~~ended ~~of New York. The lawsuit alleges that Recruiter.com breached a contract by failing to pay for platform management services provided by hireEZ between~~ December 12 31, ~~2022,~~2025 ~~and~~the Company ~~January~~recorded ~~31,~~non-cash ~~2023.~~amortization ~~The~~expense ~~total~~of ~~amount~~approximately ~~claimed is~~ $~~79,388~~1.~~39,~~9 ~~along with interest and legal costs. The complaint includes claims for breach of contract~~million, ~~account~~compared ~~stated, and unjust enrichment. Recruiter.com is evaluating its legal options in response~~ to ~~the~~$569 ~~lawsuit.~~thousand ~~All operation related invoices and activities was passed on to Job Mobz. Therefore, the management do not believe that Nixxy is liable~~ for the ~~amount~~year ~~stated~~ended ~~and we will defend our position in the court of law~~December 31, 2024. ~~Furthermore management believe it is more likely than not that we will prevail.~~

~~Except~~The ~~for~~increase ~~the~~in ~~aforementioned~~amortization ~~proceedings~~expense ~~described~~during ~~above,~~2025 was asprimarily ofattributable ~~the~~to ~~date~~intangible ofassets ~~this~~acquired ~~filing,~~in ~~there~~connection ~~are~~with nothe ~~material~~Company’s ~~pending~~2025 ~~legal~~telecommunications-related oracquisitions, as ~~governmental~~well ~~proceedings~~as ~~relating~~the toGOLQ ~~our~~technology ~~Company~~license oracquired ~~properties~~in to2024. ~~which~~Amortization weexpense ~~are~~in a2024 ~~party,~~primarily ~~and,~~related to ~~our~~intangible ~~knowledge,~~assets ~~there~~acquired in ~~are~~prior noacquisitions, ~~material~~including ~~proceedings~~Scouted, toUpsider, ~~which any of our directors~~OneWire, ~~executive~~Novo ~~officers~~Group, orand ~~affiliates are a party adverse to us or which have a material interest adverse to us~~GOLQ.

~~ITEM~~Impairment ~~4. MINE SAFETY DISCLOSURES~~Expense

~~Not~~For ~~Applicable~~the year ended December 31, 2025, the Company recorded a non-cash goodwill impairment charge of approximately $1.7 million, compared to $4.7 million for the year ended December 31, 2024.

31The ~~table~~decrease in impairment expense during 2025 was primarily attributable to the substantial impairment of ~~Contents~~goodwill recognized in 2024. The remaining goodwill balance, which related primarily to legacy recruiting operations, was fully impaired during 2025 in connection with the Company’s strategic transition and divestiture of its historical recruitment business.

~~PART~~General IIand Administrative

~~ITEM~~General 5.and ~~MARKET~~administrative ~~FOR~~expenses ~~REGISTRANT’S~~consist ~~COMMON~~primarily of ~~EQUITY~~compensation-related costs for personnel performing corporate, ~~RELATED~~finance, ~~STOCKHOLDER~~and ~~MATTERS~~administrative ~~AND~~functions, ~~ISSUER~~as ~~PURCHASES~~well OFas ~~EQUITY~~legal, ~~SECURITIES~~audit, tax, consulting, and other professional fees and general corporate expenses.

~~Market~~General ~~Information~~and administrative expenses was approximately $7.2 million for the year ended December 31, 2025, including $3.7 million of non-cash stock-based compensation, compared to $7.0 million for the year ended December 31, 2024, including $4.4 million of non-cash stock-based compensation.

~~Our~~Other ~~Common Stock trades on the Nasdaq Capital Market under the symbol “NIXX.”~~ Expense

~~Holders~~Other expense for the year ended December 31, 2025 was approximately $1.3 million, primarily attributable to a $1.2 million change in the fair value of contingent consideration.

The number of shareholders of record of our Common Stock as of March 15, 2025, was approximately 508 recordholders. This is not the actual number of beneficial owners of our Common Stock, as shares are held in “street name” by brokers and others on behalf of such owners. As of March 15, 2025, there were no holders of record of our Series E Convertible Preferred Stock.22

~~Dividends~~This compares to other expenses of approximately $7.6 million for the year ended December 31, 2024, which was primarily driven by of a loss on debt extinguishment of 8.5 million. The 2024 loss was partially offset by a gain on assets sale of approximately $1.8 million.

ToNet date, we have not paid cash dividends on our Common Stock and do not plan to pay such dividends in the foreseeable future. Our Board will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions. Dividends, under the Nevada Revised Statutes, may only be paid from our net profits or surplus. To date, we have not had a fiscal year with net profits and, subject to a valuation by the Board of the present value of the Company’s assets, do not have surplus.Income (Loss)

~~Unregistered~~For ~~Sales~~the year ended December 31, 2025, the Company reported a net loss from continuing operations of ~~Equity~~approximately ~~Securities~~$13.1 million, compared to a net loss from continuing operations of approximately $20.7 million for the year ended December 31, 2024.

WeThe ~~have~~decrease ~~previously~~in ~~disclosed~~net ~~all~~loss ~~sales~~from ofcontinuing operations ~~securities~~was ~~without~~primarily ~~registration~~attributable ~~under~~to the ~~Securities~~absence ~~Act~~ of ~~1933~~the $8.5 million net loss on debt settlement and extinguishment recognized in 2024, as well as reduced impairment charges in 2025.

~~Repurchases~~For the year ended December 31, 2025, the Company reported a net loss from discontinued operations of ~~Equity~~approximately ~~Securities~~$1.9 bymillion, compared to a net loss from discontinued operations of approximately $1.9 million for the ~~Issuer~~year ~~and~~ended ~~Affiliated~~December 31, ~~Purchasers~~2024.

~~None.~~Definition of Non-GAAP Financial Measures

~~ITEM~~This 6Annual Report on Form 10-K includes certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA. ~~RESERVED~~These measures are presented as supplemental information and should not be considered a substitute for net income (loss) or other financial measures prepared in accordance with U.S. GAAP.

~~ITEM~~We 7.define ~~MANAGEMENT’S~~Adjusted ~~DISCUSSION~~EBITDA ~~AND~~as ~~ANALYSIS~~net OFincome ~~FINANCIAL~~(loss) ~~CONDITION~~from ~~AND~~continuing ~~RESULTS~~operations before OFinterest ~~OPERATIONS~~expense, income taxes, depreciation and amortization, stock-based compensation, impairment charges, changes in fair value of contingent consideration, gains or losses on debt settlement and extinguishment, and other non-cash or non-recurring items, as applicable.

~~This~~ Management’s ~~Discussion~~uses ~~and~~these ~~Analysis~~measures ~~of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider~~ to beevaluate ~~important~~operating toperformance ~~understanding the results of our operations for each of the two years in the years ended December 31, 2024,~~ and ~~2023, and our capital resources and liquidity as of December 31, 2024, and 2023. Our fiscal year begins on January 1 and ends on December 31. We analyze the results of our operations~~ for ~~the~~internal ~~last~~planning ~~two years, including the trends in the overall business followed by a discussion of our cash flows~~ and ~~liquidity,~~forecasting ~~and contractual commitments~~purposes. WeA ~~then~~reconciliation ~~provide a review~~ of ~~the~~these ~~critical~~non-GAAP ~~accounting~~measures ~~judgments and estimates that we have made that we believe are most important~~ to ~~an understanding of our MD&A and our consolidated financial statements. We conclude our MD&A with information on recent accounting pronouncements which we adopted during~~ the ~~year,~~most asdirectly ~~well~~comparable asGAAP ~~those~~measure is ~~not~~included ~~yet~~elsewhere ~~adopted~~in ~~that~~this ~~are expected to have an impact on our financial accounting practices~~report.

~~The~~Because ~~following discussion should be read in conjunction with our consolidated financial statements and the notes thereto, all included elsewhere herein. The forward~~non-~~looking~~GAAP ~~statements~~measures inare ~~this~~defined ~~section~~differently ~~and~~by ~~other~~different ~~parts of this document involve risks and uncertainties including statements regarding our plans~~companies, they ~~objectives,~~may goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995” below and as a result of certain factors, including but not ~~limited~~be comparable to ~~those~~similarly ~~set~~titled ~~forth~~measures inused ~~“Part I - Item 1A. Risk Factors”. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made~~ by orother ~~on behalf of the Company~~companies.

32The following table presents a reconciliation of ~~Contents~~net loss to Adjusted EBITDA:

Overview

	Year Ended December 31,
(in thousands)	2025			2024
Net loss from continuing operations	$	(13,099	)	$	(20,651	)
Interest expense and finance cost, net		123			654
Depreciation & amortization		1,947			591
EBITDA (loss)		(11,029	)		(19,406	)
Bad debt (recovery) expense		7			(66	)
Loss on debt extinguishment		–			8,506
Goodwill and intangible assets impairment		1,748			4,721
Stock-based compensation		3,701			4,425
Adjusted EBITDA (Loss)	$	(5,573	)	$	(1,821	)

~~Nixxy, Inc., a Nevada corporation (along with its subsidiaries, “we”, “the Company”, “us”,~~ Liquidity and ~~“our”),~~Capital is a holding company that, through its subsidiaries, operates recruitment and career-related software platforms. Historically, the Company offered additional recruitment-related services, including on-demand contract recruitment and staffing.Resources

WeOperating have seven subsidiaries, Recruiter.com, Inc., Recruiter.com Recruiting Solutions LLC (“Recruiting Solutions”), VocaWorks, Inc. (“VocaWorks”), Recruiter.com Scouted Inc. (“Scouted”), Recruiter.com Upsider Inc. (“Upsider”), Recruiter.com OneWire Inc. (“OneWire”), and Recruiter.com Consulting, LLC (“Recruiter.com Consulting”). Additionally, the Company owns a controlling interest in Atlantic Energy Solutions, Inc., a Colorado company that is traded on the OTC Markets (OTC: AESO).Activities

~~The~~Net ~~Company~~cash isused ~~currently undergoing a strategic transformation, having sold its staffing business~~ in ~~2023~~operating ~~and~~activities ~~sold~~was ~~its Recruiter~~approximately $4.~~com~~6 ~~website~~million infor Q3the ofyear ~~2024.~~ended ~~The Company has announced plans to shift its focus~~December 31, ~~along with its license agreement with GoLogiq~~2025, ~~and~~compared ~~spin out the recruitment-related businesses~~ to ~~Atlantic Energy Solutions, which is currently undergoing a name change to CognoGroup, Inc~~$4.1 ~~There~~million ~~can~~for ~~be no assurance that~~ the ~~Company~~year ~~will~~ended beDecember 31, ~~able to complete its planned spin-out and strategic transformation~~2024.

~~Operating Businesses and Revenue~~23

WeFor ~~generate~~the ~~revenue~~year orended ~~have~~December 31, ~~generated~~2025 the Company reported a net loss from ~~the~~continuing ~~following~~operations ~~activities~~of $13.1 million and net loss from discontinued operations of $1.9 million. The net loss includes non-cash expenses, including:

· ~~Software~~Depreciation ~~Subscriptions:~~and Weamortization ~~offered~~of ~~a subscription to our web-based platforms that help employers recruit talent~~$1.9 ~~Our~~million ~~platforms~~(continuing) ~~allow customers to source, contact, screen,~~ and ~~sort~~$474 ~~candidates~~thousand ~~using~~(discontinued) ~~data~~· ~~science,~~Goodwill ~~advanced~~impairment ~~email campaigning tools, and predictive analytics. As part~~ of ~~our software subscriptions, we offered enhanced support packages and On Demand recruiting support services for an additional fee~~$1.7 ~~Additional~~million ~~fees~~· ~~may~~Stock-based becompensation ~~charged~~of ~~when we place a candidate with our customer, depending on the subscription type~~$3.7 Inmillion ~~such~~(continuing) ~~cases,~~and if$984 ~~the~~thousand ~~candidate ceases to be employed by the customer during the initial 90 days~~ (~~the 90-day guarantee~~discontinued), we· ~~refund~~Change ~~the customer~~ in ~~full~~fair ~~for~~value ~~all fees paid by the customer. In December~~ of ~~2022,~~contingent weconsideration ~~sold one of our software platforms to Talent, Inc~~$1.2 ~~that~~million ~~was~~· ~~used~~Loss inon ~~the~~fair ~~delivery~~value of ~~the~~marketable ~~subscription~~securities ~~service. Subsequently, we continued providing the service, but leveraged third-party tools in the delivery~~ of ~~services.~~$136 thousand

·For ~~Recruiters On Demand: Consists of a consulting and staffing service specifically for~~ the ~~placement~~year ofended ~~professional recruiters~~December 31, ~~which we market as Recruiters On Demand. Recruiters On Demand is a flexible~~2024, ~~time-based~~net loss ~~solution~~from ~~that~~continuing ~~provides~~operating ~~businesses~~operations ofwas ~~all sizes access to recruiters on an outsourced, virtual basis for help with their hiring needs~~$20.7 Asmillion ~~with other consulting~~ and ~~staffing~~net ~~solutions,~~loss ~~we procure for our employer clients qualified professional recruiters, and then place them on assignment with our employer clients. We derive revenue~~ from ~~Recruiters~~discontinued Onoperations ~~Demand~~was ~~by billing the employer clients for the placed recruiters’ ongoing work at an agreed-upon, time-based rate~~$1.9 ~~We directly source recruiter candidates from our network of recruiters~~million. InThe ~~addition,~~2024 wenet ~~also~~loss included ~~offer~~significant talent planning, talent assessment, strategic guidance, and organizational development services, which we market as our “Talent Effectiveness” practice. Companies prepay for a certain number of consulting hours at an agreednon-~~upon,~~cash ~~time-based rate. We source and provide the independent consultants that provide the service. In March 2023~~charges, we announced a strategic partnership with Job Mobz to transition certain Recruiters on Demand clients and staff to Job Mobz in exchange for an ongoing revenue stream. The Company discontinued providing Recruiters On Demand following the execution of the acquisition.including:

· ~~Full-time~~Loss ~~Placement:~~on ~~Consists~~debt ofextinguishment ~~providing referrals~~ of ~~qualified candidates to employers to hire staff for full-time positions~~$8.5 Wemillion ~~generated~~· ~~full-time~~Goodwill ~~placement~~impairment ~~revenue by earning one-time fees for each time that employers hire one~~ of ~~the candidates that we refer~~$4.7 ~~Employers~~million ~~alert~~· us of their hiring needs through our Platform, or other communications. We sourced qualified candidate referrals for the employers’ available jobs through independent recruiter users that access the Platform and other tools. We supported and supplemented the independent recruiters’ efforts with dedicated internal employees we call our internal talent delivery team. Our talent delivery team selects and delivers candidate profiles and resumes to our employer clients for their review and ultimate selection. Upon the employer hiring one or more of our candidate referrals, we earned a “fullStock-~~time~~based ~~placement~~compensation ~~fee”, an amount separately negotiated with each employer client. The full-time placement fee is typically either a percentage~~ of ~~the referred candidates’ first year base salary or an agreed-upon flat fee~~$4.4 ·million ~~Marketplace:~~(continuing) ~~Our “Marketplace” category comprises services for businesses~~ and ~~individuals that leverage our online presence~~$1.2 ~~For~~million ~~businesses,~~(discontinued) ~~this~~· ~~includes~~Gain ~~sponsorship of digital newsletters, online content promotion, social media distribution, banner advertising, and other branded electronic communications, such as in our quarterly digital publication~~ on ~~recruiting~~sale trends and issues. We earn revenue as we complete agreed upon marketing related deliverables and milestones using pricing and terms set by mutual agreement with the customer. In some cases, we earn a percent of ~~revenue~~assets a business receives from attracting new clients by advertising on our online platform. Businesses can also pay us to post job openings on our proprietary job boards to promote open job positions they are trying to fill. In addition to its work with direct clients, we categorize all online advertising and affiliate marketing revenue as Marketplace. For individuals, Marketplace includes services to assist with career development and advancement, including a resume distribution service which involves promoting these job seekers’ profiles and resumes to assist with their procuring employment, and upskilling and training. Our resume distribution service allows a job seeker to upload his/her resume to our database, which we then distribute to our network of ~~recruiters on the Platform~~$1.8 We earn revenue from a one-time flat fee for this service. We also offer a recruiter certification program which encompasses our recruitment related training content, which we make accessible through our online learning management system. Customers of the recruiter certification program use a self-managed system to navigate through a digital course of study. Upon completion of the program, we issue a certificate of completion and make available a digital badge to certify their achievement for display on their online recruiter profile on the Platform.million

33The ~~table~~increase in cash used in operating activities during 2025 was primarily attributable to lower non-cash charges compared to 2024, particularly the absence of ~~Contents~~the significant debt extinguishment loss recorded in 2024.

·Investing Consulting and Staffing: Consists of providing consulting and staffing personnel services to employers to satisfy their demand for long- and short-term consulting and temporary employee needs. We generate revenue by first referring qualified personnel for the employer’s specific talent needs, then placing such personnel with the employer, but with our providers acting as the employer of record for us, and finally, billing the employer for the time and work of our placed personnel on an ongoing basis. Our process for finding candidates for consulting and staffing engagements largely mirrors our process for full-time placement hiring. This process includes employers informing us of open consulting and temporary staffing opportunities and projects, sourcing qualified candidates through the Platform and other similar means, and, finally, the employer selecting our candidates for placement after a process of review and selection. We bill these employer clients for our placed candidates’ ongoing work at an agreed-upon, time-based rate, typically on a weekly schedule of invoicing. Through a strategic sale to Futuris, Inc. In October 2023, we exited the Consulting and Staffing line of business, and consider it discontinued. Revenue Share: We refer certain clients to a third party in exchange for a referral fee. The amount of the referral fee is dependent upon whether the referral is an existing client of ours and what services we currently provide that client, or a client of a third party who is not historically serviced by us. Referral fees under the revenue share arrangement are subject to certain minimum and maximum payout amounts. We record referral fees earned under our revenue share arrangement on a net basis.Activities

~~The~~Net ~~costs~~cash ofused ~~our~~in ~~revenue~~investing ~~primarily~~activities ~~consist~~was ofapproximately ~~employee~~$400 ~~costs,~~thousand for ~~third-party~~the ~~staffing~~year ~~costs~~ended ~~and~~December 31, ~~other fees~~2025, ~~outsourced~~compared ~~recruiter~~to ~~fees~~net ~~and~~cash ~~commissions~~provided ~~based~~by oninvesting aactivities ~~percentage~~ of ~~our~~$1.8 ~~gross~~million ~~margin~~for the year ended December 31, 2024.

~~Revenues~~The as2024 ~~presented~~cash oninflow ~~the~~primarily ~~consolidated~~related ~~statements~~to proceeds from the sale of assets. ~~operations~~The ~~represent~~2025 ~~services~~cash ~~rendered~~outflow was primarily attributable to ~~customers~~purchases ~~less~~of ~~sales~~intangible ~~adjustments~~assets ~~and~~associated ~~allowances~~with the Company’s telecommunications expansion.

~~Software~~Financing subscription revenues are recognized over the term of the subscription for access to services and/or our web-based platform. Revenue is recognized monthly over the subscription term. Talent effectiveness subscription revenues are recognized over the term of the subscription when services are provided. Any payments received prior to the time passing to provide the subscription services are recorded as a deferred revenue liability. Revenue generated from the enhanced support package and On Demand support are recognized at the point-in-time when the service is provided. Revenue generated from placement fees that are related to the software subscription are recognized at the point-in-time when the 60 or 90-day guarantee expires.Activities

~~Recruiters~~Net Oncash ~~Demand~~provided ~~services~~by ~~are~~financing ~~billed~~activities towas ~~clients~~approximately ~~as either monthly subscriptions or time-based billings~~$2.6 ~~Revenues~~ million for ~~Recruiters~~the Onyear ~~Demand~~ended ~~are~~December 31, ~~recognized on a gross basis when each monthly subscription service is completed~~2025. ~~Talent~~The ~~Effectiveness~~primary ~~consulting~~sources ~~services are billed to clients upfront for a period~~ of 12financing ~~months. Revenue is recognized on a gross basis monthly over the period the consulting services are provided.~~were:

Full-time placement revenues are recognized on a gross basis when the guarantee period specified in each customer’s contract expires. No fees for direct hire placement services are charged to the employment candidates. Any payments received prior to the expiration of the guarantee period are recorded as a deferred revenue liability. Payments for recruitment services are typically due within 90 days of completion of services.

	·	$1.8 million from the issuance of common stock
	·	$775 thousand from proceeds under a line of credit

~~Marketplace~~For ~~advertising revenues are recognized on a gross basis when~~ the ~~advertising~~year isended ~~placed~~December 31, ~~and~~2024, ~~displayed~~net orcash ~~when~~provided ~~lead~~by ~~generation~~ financing activities ~~and~~was ~~online~~approximately ~~publications are completed, which is the point at which the performance obligations are satisfied~~$3.9 Payments for marketing and publishing are typically due within 30 days of completion of services. Job posting revenue is recognized at the end of the period the job is posted. Marketplace career services revenues are recognized on a gross basis upon distribution of resumes or completion of training coursesmillion, ~~which~~primarily isattributable ~~the point at which the performance obligations are satisfied. Payments for career services are typically due upon distribution or completion of services.~~ to:

34 table of Contents

	·	$4.3 million from issuance of common stock
	·	$599 thousand from exercised warrants

~~Consulting~~These ~~and~~inflows ~~Staffing~~were ~~Services~~partially ~~revenues~~offset ~~represent~~by ~~services rendered to customers less sales adjustments and allowances~~$1.1 ~~Reimbursements,~~million ~~including those related to travel and out-of-pocket expenses, are also included~~ in ~~the~~note ~~net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue~~repayments. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. We assume the risk of the acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services.

~~Revenue~~Liquidity share revenues represent a percentage of revenue we have earned in relation to client referrals we made to a third party. We record revenue in relation to revenue share on a net basis as an agent under this arrangement. We have concluded that net reporting is appropriate because we do not provide the underlying services and ~~arrangements~~Going to meet the demands of the client that we referred to the third party. Revenue is recorded based on a net percentage of revenue that is shared between us and the third party and earned upon delivery of the services by the third party. The third party provides the underlying services in this arrangement.Concern

~~Deferred~~As ~~revenue~~of ~~results~~December 31, ~~from transactions in which we have been paid for services by customers~~2025, ~~but~~the ~~for~~Company ~~which~~had cash ~~all~~on ~~revenue~~hand ~~recognition~~of ~~criteria~~approximately ~~have~~$182 ~~not yet been met~~thousand. ~~Once all revenue recognition criteria have been met, the deferred revenues are recognized.~~

~~Sales tax collected is recorded on a net basis and is excluded from revenue.~~24

~~2024~~Based ~~Business~~on ~~Update~~current operating levels and cash on hand, the Company does not have sufficient capital to meet its working capital needs for the next twelve months. The Company has incurred recurring losses and negative operating cash flows since inception.

InFor ~~2024,~~ the ~~Company~~year ~~concentrated~~ended onDecember 31, ~~finalizing~~2025, ~~its strategic transactions critical to its evolution. The~~ the Company ~~navigated~~reported ~~through~~ a ~~significant~~net ~~restructuring~~loss offrom ~~its~~continuing ~~balance~~operations ~~sheet and executed a license agreement with GoLogiq, as well finalization~~ of ~~the~~$13.1 ~~Asset Purchase Agreement with Job Mobz~~million. ~~The~~These ~~strategic~~conditions ~~relationships~~raise ~~with~~substantial ~~Job~~doubt ~~Mobz and GoLogiq are~~ about ~~expanding~~the ~~our capabilities and aligning our resources with our most promising opportunities. The~~ Company’s ability ~~is in a period of profound change after significantly reducing its operating footprint~~ to ~~focus~~continue ~~primarily~~as on strategic financial matters. The Company also prepared for its planned spin-out transaction of certain operating assets to its Atlantic Energy Solutions subsidiary, which is currently being renamed CognoGroup, a ~~Nevada~~going ~~Corporation ("CognoGroup")~~concern. ~~The Company is still evaluating the final structure and form of the planned spin-out transaction.~~

~~Product development efforts included continued improvements to Mediabistro and its underlying job board technology.~~ The Company’s ~~also~~consolidated ~~introduced~~financial anstatements have ~~AI-powered~~been ~~predictive~~prepared ~~analytics~~assuming ~~capability~~the ~~for~~Company ~~Mediabistro,~~will tocontinue ~~uncover~~as ~~job~~a ~~trends~~going inconcern. ~~the~~They ~~media~~do ~~industry~~not ~~and~~include ~~showcase~~any ~~these~~adjustments ~~trends~~that tomight ~~hiring~~result ~~managers~~from ~~and~~the outcome ~~job~~of ~~seekers.~~this uncertainty.

35Historically, ~~table~~the ofCompany ~~Contents~~has funded operations primarily through equity issuances. The Company expects to seek additional capital through equity or other financing arrangements; however, there can be no assurance that such financing will be available on acceptable terms, or at all. If the Company is unable to obtain adequate funding, it may be required to significantly reduce or cease operations.

~~Since December 31, 2023, we:~~Financing Arrangements

·Convertible OnLine ~~February 13, 2024, the Company announced the conversion~~ of ~~promissory~~Credit notes, along with their associated interest and penalties to equity, connected with the original issuance of Promissory Notes issued August 17, 2022, originally in the amount of $1,111,111 and August 30, 2022, originally in the amount of $1,305,556. Additionally, the Board of Directors authorized the retirement of partial amounts of that Promissory Note debt to pay the exercise price of their associated warrants, thereby retiring the warrants. The Company also announced the elimination of certain cash obligations contained in the Severance provisions set by employment agreements held by Evan Sohn and Miles Jennings and agreed to compensate each executive with $300,000 of stock compensation, with pricing based on the 30-day moving average of the company's common stock. · On February 16, 2024, the Company announced the entry into a Technology License and Commercialization Agreement with GoLogiq, Inc. (the "GOLQ Licensing Agreement") that supersedes and replaces in its entirety the GOLQ Agreement, as amended by the August 29 Amendment and the August 18 Amendment. Under the GOLQ Licensing Agreement, GOLQ grants the Company a worldwide, exclusive license (the "GOLQ License") to the Company to develop its fintech technology (the "GOLQ Technology") and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products (the "Licensed Products"), for a term of 10 years, with automatic two (2) year renewals as further described therein (the "Term"). Subsequently on March 28, 2024, the Company and GOLQ entered into an Amendment to the Technology License and Commercialization Agreement (the "Amendment"). Under the Amendment, the Company and GOLQ agreed to and added Section 3.3 further to detail technical assistance from GOLQ to the Company. In addition, Section 5.1 was amended such that the royalty was lowered from eight percent (8%) to five percent (5%), for which the Company granted to GOLQ a warrant to purchase two hundred ninety-two thousand (292,000) shares of Company Common Stock (the "Warrant") for a price equal to $0.01 per share (the "Exercise Price"). · On March 7, 2024, Job Mobz and the Company announced an Amendment to the Asset Purchase Agreement (Exhibit 2.1) ("Job Mobz Amendment"). The Job Mobz Amendment amends the Asset Purchase Agreement signed August 16, 2023, by extending the Closing Date until 5 p.m. Pacific Time on June 30, 2024. In addition, the Company announced the resignation of Miles Jennings as Chief Executive Officer and President of Recruiter.com Group, Inc. The Company appointed Granger Whitelaw as the Company's new Chief Executive Officer and President. Miles Jennings will continue in his role as a member of the board and interim Chief Financial Officer. The Company also announced the resignation of Timothy O'Rourke and Robert Heath from the Company's Board of Directors, replaced by Lillian Mbeki and Granger Whitelaw. · On March 22, 2024, the Company held its 2023 annual meeting to ratify the appointment of Salberg and Company, PA, as its independent registered public accounting firm and nominated the slate of Directors. A quorum was achieved, and the Company’s stockholders approved the ratification of Salberg and Company and Directors: Evan Sohn, Miles Jennings, Granger Whitelaw, Deborah Leff, Lillian Mbeki, Steve Pemberton, and Wallace Ruiz. · On March 27, 2024, the Company authorized and consented to the conversion of the outstanding Promissory Note (the "Note") issued initially to Parrut, Inc. under the terms of the acquisition agreement dated July 7, 2021. · On April 3, 2024, the board approved an Executive Compensation Letter Agreement with Mr. Whitelaw (the “Agreement”) whereby the Company shall pay Mr. Whitelaw an initial base salary of $10,000 per month along with a discretionary bonus as determined by the board. · On June 6, 2024, Recruiter.com Group, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with nine investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 481,000 shares (the “Shares”) of common stock, par value $0.0001, of the Company (“Common Stock”) at a purchase price of $1.00 per Share for aggregate gross proceeds to the Company of approximately $481,000 (the “Registered Offering”). There were no placement agent fees or offering expenses payable by the Company in connection with the Registered Offering. The Shares are being sold pursuant to Company’s effective shelf registration statement on Form S-3 (File No. 333-26470), including a prospectus contained therein, which was originally filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2022, and was declared effective by the SEC on September 30, 2022, and a related prospectus supplement, dated June 6, 2024, related to the Registered Offering.

36On ~~table~~September 4, 2025, the Company entered into a Convertible Line of ~~Contents~~Credit Agreement with Siwatex OÜ, pursuant to which the lender agreed to provide a revolving credit facility of up to $2 million for working capital and general corporate purposes.

·Borrowings Onunder ~~June 11, 2024, Recruiter.com Group, Inc. (~~the “Company”) issued a press release announcing that on June 6, 2024, the Company was formally notified by Nasdaq that it had evidenced full compliance with all requirements for continued listing on The Nasdaq Capital Market, including the Minimum Stockholders’ Equity Requirement, subject to ongoing monitoring and compliance. · On July 11, 2024, Recruiter.com entered into Debt Settlement and Release Agreements with holders of the August 17, 2022 and August 30, 2022 notes. This agreement, ~~ratified~~bear ~~by the Board and majority shareholders, converted all remaining principal,~~ interest, and penalties of the August 17 and August 30, 2022 notes into 5,358,569 shares of common stock, extinguishing approximately $1.18 million in principal and interest. The agreements included customary representations, warranties, and indemnification obligations and required several conditions for closing, including shareholder approval and regulatory filings. · On July 11, 2024, the Board and majority shareholders approved the issuance and sale of up to 5,500,000 shares of common stock at $18.0025% per ~~share,~~annum including an initial 2,000,000 shares to ZK International Group Co., Ltd. in a private placement with a six-month option for an additional 2,000,000 shares. This offering, exempt from registration under Regulation S, included customary conditions and mature ~~required~~twelve ~~regulatory~~months and shareholder approvals. Further approvals were obtained for an additional 3,500,000 shares to be sold to U.S. and non-U.S. investors under similar terms, contingent on various conditions including majority shareholder approval and regulatory compliance. · On July 26, 2024, Recruiter.com and Job Mobz Inc. executed an amendment to their Asset Purchase Agreement, originally signed on August 16, 2023. This amendment extended the closing date to September 2, 2024, and required a non-refundable payment of $120,000 from ~~Job Mobz, credited against~~ the ~~purchase~~effective ~~price. Additionally, it included compensation for interest and a penalty if the closing conditions are unmet by the new closing~~ date~~. · On August 2~~, 2024, we filed a Schedule 14C Information Statement with the SEC, outlining recent corporate actions approved by our majority shareholders. These actions include amending our Articles of Incorporation to increase the authorized common stock to 200,000,000 shares, while maintaining the authorized preferred stock at 10,000,000 shares, changing our corporate name to Nixxy, Inc., adopting the 2024 Equity Incentive Plan, authorizing the issuance of shares in private placements and debt settlements, and approving the spin-out of specific business assets. These actions are subject to ~~shareholder~~extension ~~approval, with their implementation contingent upon meeting all necessary regulatory compliance requirements~~provisions. ~~All requirements ·~~ The ~~Company~~lender ~~and~~may ~~Montage~~convert Capital II, L.P. (“Montage”) are parties to that certain Loan and Security Agreement dated as of October 19, 2022 and as amended from time to time, including pursuant to that certain First Amendment to Loan and Security Agreement dated as of February 2, 2023, that certain Consent Letter Dated as of March 20, 2023 and that certain Second Amendment to Loan and Security Agreement dated as of August 16, 2023 (collectively, the “Loan Agreement”). On September 18, 2024, Montage entered into an agreement to sell and assign its rights and obligations under the Loan Agreement, including principal, accrued interest, and any penalties incurred to an individual accredited investor (the “New Noteholder”) for a purchase price of $720,000. Also, on September 18, 2024, the Company repaid the remaining outstanding balance owed to Montage under the Loan Agreement in the amount of $684,552. On September 19, 2024, the Company and New Noteholder entered into that certain Debt Settlement and Release Agreement (the “Debt Settlement Agreement”), which was approved and ratified by the Company’s Board of Directors. The Debt Settlement Agreement provide for the complete conversion and waiver of any and all remaining amounts due the Loan Agreement, whether principal, ~~interest or penalties, along with the waiver~~ and release of any and all claims against the Company from the New Noteholder in exchange for the issuance of an aggregate of 720,000 shares of Company common stock. The Loan Agreement included approximately $720,000 in remaining principal and interest on the Company’s balance sheet, but Loan Agreement contained additional interest and penalties on such debt. As a result, the Company elected to settle all such claims along with the outstanding principal and interest for the issuance of the agreed upon common stock of the Company. On September 19, 2024, the Company issued the agreed upon 720,000 shares of Company common stock in full satisfaction of the Loan Agreement under the Debt Settlement Agreement including accrued interest ~~and~~into penalties to date, with no other amounts due. · On September 24, 2024, the Company closed the previously announced transaction with Job Mobz, Inc., a California corporation. The closing of this transaction follows the terms set forth in the Asset Purchase Agreement dated August 16, 2023. · On September 26, 2024, the Company issued 140,187 shares of the Company’s common stock toat each of Miles Jennings, Chief Financial Officer and Director, and Evan Sohn, Executive Chairman and Director, as compensation approved by the Board of Directors and shareholders on August 2, 2024. The issuance, which equates to $300,000 in stock per officer, was determined using a ~~30-day~~conversion ~~moving~~price ~~average~~no ~~price~~lower ofthan $2.1400 per share. This stock compensation replaces certain cash obligations in the officers’ severance provisions. The shares are fully vested as of issuance and were issued under Section 4(a)(2) of the Securities Act of 1933, with no public offering involved. · On September 27, 2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Articles of Incorporation to change the legal name of the Company from Recruiter.com Group, Inc. to Nixxy, Inc., effective as of December 1, 2024. Furthermore, effective October 1, 2024, Company common stock began to trade under the new ticker symbol “NIXX” on the Nasdaq Stock Market, and the Company’s common stock purchase warrants will trade under the symbol “NIXXW”.

37As ~~table~~ of ~~Contents~~December 31, 2025, approximately $775 thousand plus accrued interest was outstanding under this facility.

~~Since~~D&O ~~December~~Premium ~~31, 2024, we:~~Financing

~~· Private Offering of Convertible Notes:~~ On ~~January~~December 2128, 2025, the Company ~~commenced~~entered into a ~~private~~premium ~~offering~~financing ofarrangement ~~zero-coupon~~related ~~convertible promissory notes with an aggregate principal amount of up~~ to ~~$50 million. Subsequently on February 19, 2025, the Company announced the withdrawal of~~ its previously proposed private offering of up to $50 million in Bitcoin-backed, zero-coupon convertible notes due to market conditions. · Appointment and Resignation of Director: Effective January 1, 2025, the Company appointed Yu-san “Debra” Chen Volpone as the Chief Executive Officer of the Company and as a member of the Company’s board of directors~~. Effective January 1, 2025, the Company appointed David Kratochvil as a member of the Board and Elsa Sung as a member of the Board, and as chairwoman of the Company~~’s ~~Audit Committee. On January 24, 2025, the Company appointed Christopher Mann to the Board of Directors. Mr. Mann was not assigned to any Board committee~~ and had no material relationships or transactions with the Company. On January 28, 2025, Mr. Mann resigned from the Board due to increased professional and personal obligations. His resignation was not due to any disagreements related to the Company's operations, policies, or financial reporting. Mr. Mann did not receive any compensation for his brief tenure on the Board. · Leadership Transition: On February 14, 2025, Yu-San “Debra” Chen Volpone resigned as Chief Executive Officer, and on February 20, 2025, she also resigned from the Board of Directors. Her resignation was not due to any disagreements with the Company. Effective February 18, 2025, Miles Jennings was appointed as Interim Chief Executive Officer. Mr. Jennings brings extensive experience in the workforce and technology industries, having previously served as the Company's Chief Executive Officer and President. · Termination of Just Got 2 Have It LOI: As part of the Companyofficers’s ~~strategic~~insurance ~~shift towards telecommunications and technology, the previously disclosed non-binding Letter of Intent with Just Got 2 Have It, Inc~~policy. was terminated, and the Company elected not to pursue the transaction further. · Acquisition of Savitr Tech TKOS Systems: On February 19, 2025, the Company completed the acquisition of telecommunications and AI-integrated billing systems from Savitr Tech OU. The ~~acquisition~~financing ~~included~~has ~~software,~~an ~~wholesale~~original ~~long-distance~~principal amount ~~contracts, interconnection agreements, and related intellectual property. The purchase price consisted~~ of approximately $~~300,000~~56 inthousand ~~cash~~ and ~~two~~bears ~~tranches~~interest ofat ~~equity consideration totaling up to~~ 9.82% ~~of the Company's outstanding shares, contingent on revenue milestones~~. · Mexedia Agreement: On February 24, 2025, the Company entered into a twelve-month contract with Mexedia SpA, an Italian technology and communications provider. Under the agreement, the Company will provide SMS services through its cloud-based platform, supporting up to $10 million in revenue per month. The agreement includes AI-driven billing and dynamic routing capabilities and will automatically renew unless terminated by either party. · Employment Agreement with Interim CEO: On February 24, 2025, the Company entered into an employment agreement with Miles Jennings in connection with his appointment as Interim Chief Executive Officer. Under the agreement, his annual salary was increased to $350,000. The initial term is three months, continuing month-to-month thereafter. Mr. Jennings will also continue in his roles as Managing Director of Recruiter.com Recruiting Solutions, LLC and CEO of Atlantic Energy Solutions, Inc. · Strategic Growth and Market Expansion Initiatives: On February 25, 2025, the Company announced its strategic growth initiatives, focusing on AI-driven telecommunications and SMS services. It outlined its expansion plans, aiming for increased revenue and enhanced operational efficiencies through acquisitions and technology integration. · $10 Million Share Repurchase Program: On February 26, 2025, the Company announced that its Board of Directors authorized a share repurchase program of up to $10 million. The program is expected to begin within thirty days and continue for approximately 180 days, funded through existing cash balances and retained earnings. · Acquisition of Wizco AI Interview Coaching Platform: On March 3, 2025, Atlantic Energy Solutions, Inc. (OTC: AESO), a majority-owned subsidiary of Nixxy, Inc., entered into an Asset Purchase Agreement with Wizco Group, Inc. The acquisition includes Ava, an AI-powered interview coaching platform, along with associated intellectual property, commercial contracts, and customer relationships. As part of the transaction, AESO will issue 16,666,667 shares of its common stock to Wizco’s stockholders, with downside protection provisions in place. Additionally, AESO will issue 10,000,000 shares of common stock to each of Wizco’s two founders under an advisory services agreement, with a structured vesting schedule over 12 months.

38Novo ~~table~~Debt ~~of Contents~~Conversion

~~Results~~During 2025, the Company completed the conversion of ~~Operations~~all outstanding amounts under its promissory note previously issued in connection with the Novo Group acquisition. On August 12, 2025, approximately $1.2 million of principal and $298 thousand of accrued interest were converted into 748,433 shares of common stock at $2.00 per share.

~~Revenue~~Off-Balance Sheet Arrangements

~~Our revenue for the year ended December 31, 2024, was $0~~None.6 million compared to $3.2 million for the prior year, representing a decrease of $2.6 million or 81%. This decrease resulted primarily from a decrease in our Recruiters on Demand business of $1.9 million or 99.9%. Additionally, Software Subscriptions contributed no revenue in 2024, compared to $0.4 million in 2023. We had a decrease in our Marketplace Solutions, Consulting and staffing services, Full time placement fees, and Revenue share revenue of $69, $124, $20, and $100 thousand.

~~Cost~~Critical ofAccounting ~~Revenue~~Policies, Estimates and Recent Accounting Pronouncements

~~Cost~~The preparation of ~~revenue~~consolidated ~~for~~financial ~~the year ended December 31, 2024, was $3 thousand, compared to $2.7 million~~ statements in ~~the~~conformity ~~prior~~with ~~year~~U.S. ~~This~~GAAP ~~decrease~~requires ~~resulted~~management ~~primarily~~to ~~from~~make aestimates ~~decrease in compensation expense in line with the decrease in revenue~~ and aassumptions ~~higher~~that ~~margin~~affect ~~revenue~~reported ~~stream~~amounts ~~in 2024. Cost~~ of ~~revenue~~assets ~~in 2023 was primarily attributable to third party staffing costs~~ and ~~other~~liabilities, disclosure ~~fees~~of ~~related~~contingent toassets ~~the recruitment~~ and ~~staffing business acquired from Genesys~~liabilities, ~~which~~and ~~after~~reported ~~its~~revenues ~~purchase,~~and ~~serves~~expenses. asActual ~~our~~results ~~Recruiting~~may ~~Solutions~~differ ~~division,~~from asthose ~~well as costs for contract recruiters supporting the Recruiters on Demand business~~estimates.

~~Operating Expenses~~25

WeSignificant ~~had~~estimates total operating expenses of $15.5 million for the year ended December 31, 2024, compared to $10.9 million for the year ended December 31, 2023. This increase was primarily due to increases in sales and marketing expense of $465 thousand and general, goodwill impairment of $4.7 million, and administrative expense of $2.8 million. These increases are partially offset by decreases in product development expense of $365 thousand and amortization of intangibles of $250 thousand. include:

~~Sales~~· ~~and~~Fair ~~Marketing~~value of intangible assets acquired in asset acquisitions · Goodwill impairment assessments · Valuation of stock-based compensation · Fair value of contingent consideration · Revenue recognition judgments, including principal versus agent considerations · Deferred tax valuation allowances

~~Our~~The ~~sales~~Company ~~and~~considers ~~marketing expense for~~ the ~~year~~valuation ~~ended~~of ~~December~~intangible ~~31,~~assets ~~2024,~~and ~~was $852 thousand compared~~ goodwill to ~~$0.4~~be ~~million~~its ~~for~~most ~~the~~critical ~~prior~~accounting ~~year,~~estimates ~~which is primarily~~ due to ~~company's~~the ~~campaign~~significant tojudgment ~~increase~~involved ~~awareness~~in ~~for~~determining ~~company's~~fair ~~brand~~value and ~~stock~~assessing impairment.

~~39 table of Contents~~Revenue Recognition

~~Product~~The ~~Development~~Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to receive.

~~Our~~The ~~product~~Company’s ~~development~~primary ~~expense~~revenue ~~for~~source ~~the~~as ~~year~~of ~~ended~~ December 31, 2025 ~~2024,~~is ~~decreased~~telecommunications toservices ~~$0.1~~provided ~~million~~through ~~from~~its ~~$0.4~~Auralink ~~million for the prior year~~operations. ~~This decrease was primarily attributable to a $358 thousand decrease in hosting and data expenses during the period.~~

~~Amortization of Intangibles and Impairment Expense~~Telecommunications Revenue

~~For~~The ~~the~~Company ~~year~~generates ~~ended~~revenue from ~~December~~wholesale ~~31,~~voice ~~2024,~~termination weand ~~incurred~~SMS atransmission ~~non-cash~~services ~~amortization~~under ~~charge~~bilateral ofcarrier $1agreements.0 ~~million~~Pricing asis ~~compared~~established tothrough ~~$1.3~~contractual rate ~~million~~schedules ~~for~~based ~~the~~on ~~corresponding~~destination ~~period~~and inservice ~~2023~~type. ~~The~~Each ~~amortization~~voice ~~expense~~call inor ~~2024~~SMS ~~and~~message ~~2023~~represents ~~relates~~a todistinct ~~the~~performance ~~intangible~~obligation. ~~assets~~Revenue is ~~acquired~~recognized ~~from~~at ~~Genesys~~a ~~(now~~point ~~our~~in ~~Recruiting~~time ~~Solutions~~when ~~division),~~delivery ~~Scouted,~~is ~~Upsider,~~completed ~~OneWire,~~and ~~Parrut~~control ~~Novo~~transfers ~~Group~~to the customer, ~~and~~typically ~~GOLQ~~upon insuccessful ~~2024~~transmission. ~~For~~ The ~~the~~Company ~~year~~acts ~~ended~~as ~~December 31,~~principal ~~2024~~in these arrangements, ~~the~~as ~~Company~~it ~~recorded~~controls arouting ~~non-cash goodwill impairment charge~~infrastructure, ofestablishes ~~$4.7~~pricing, ~~million~~and bears delivery risk. Accordingly, ~~which~~revenue is ~~included~~recognized inon ~~the~~a ~~consolidated~~gross ~~statements~~basis. ofSettlements ~~operations~~with ~~for~~counterparties ~~the~~may ~~year~~occur ~~ended~~on ~~December 31,~~a ~~2024.~~net Nobasis ~~such~~operationally; ~~impairment~~however, revenue ~~was~~and ~~recorded~~related ~~for~~costs ~~the~~are ~~year~~recorded ~~ended~~gross ~~December~~in ~~31,~~accordance ~~2024~~with ASC 606.

~~General~~Discontinued ~~and Administrative~~Operations

~~General~~Revenue ~~and~~streams ~~administrative~~associated with ~~expense~~legacy ~~for the year ended December 31~~marketplace, ~~2024~~consulting, ~~includes compensation-related costs for our employees dedicated to general~~ and ~~administrative~~staffing ~~activities,~~operations ~~legal~~have ~~fees,~~been ~~audit~~discontinued and ~~tax~~are ~~fees,~~presented ~~consultants~~within ~~and~~discontinued ~~professional services, and general corporate expenses~~operations. For the year ended December 31, 2024, our general and administrative expenses were $8.9 million, including $5.6 million of non-cash stock-based compensation. In 2023, for the corresponding period, our general and administrative expenses were $6.1 million, including $1.5 million of non-cash stock-based compensation.

~~Other~~Contract ~~Income (Expense)~~Liabilities

~~Other~~Contract ~~income~~liabilities ~~(expense)~~represent advance ~~for~~payments ~~the~~received ~~year~~for ~~ended~~services ~~December~~not ~~31,~~yet ~~2024, was expense of $7~~performed.6 ~~million~~Revenue ~~compared~~is torecognized ~~income~~when ofthe $2associated ~~thousand~~performance inobligations ~~the~~are ~~corresponding 2023 period~~satisfied. Sales ~~The~~taxes ~~primary~~collected ~~reason~~are ~~for~~excluded ~~the~~from ~~loss in 2024 was due to a loss on debt settlement of $8~~revenue.~~5 million.~~

~~Net Income (Loss)~~ Intangible Assets

~~For~~Intangible assets ~~the~~consist ~~year~~primarily ~~ended December 31, 2024, we had a net loss from continuing operations~~ of ~~$22.6~~acquired ~~million~~technology ~~compared~~and tocustomer-related aassets ~~net~~obtained ~~loss~~through ofasset ~~$7.7~~acquisitions ~~million during the corresponding year~~ in ~~2023. For the year ended December 31,~~ 2024, weand ~~had~~2025. aFinite-lived intangible ~~net~~assets ~~income~~are ~~from~~amortized ~~discontinued~~on ~~operations of $0 thousand compared to~~ a ~~net~~straight-line ~~income~~basis ofover ~~$1.1~~their ~~million~~estimated ~~during~~useful ~~the corresponding year in 2023~~lives.

~~Definition~~The ofCompany ~~Non-GAAP~~evaluates ~~Financial~~intangible assets ~~Measures~~for impairment when events or changes in circumstances indicate that carrying amounts may not be recoverable. During the year ended December 31, 2025, domain name intangible assets were impaired.

The following discussion and analysis include both financial measures in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to and should not be considered as alternatives to net income, operating income, and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of our historical operating results of Recruiter, nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.26

Our management uses and relies on EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. We believe that both management and shareholders benefit from referring to the following non-GAAP financial measures in planning, forecasting and analysing future periods. Our management uses these non-GAAP financial measures in evaluating its financial and operational decision making and as a means to evaluate period-to-period comparison. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the described excluded items.Goodwill

40Goodwill ~~table~~represents the excess of ~~Contents~~purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is tested annually for impairment or more frequently if indicators arise.

WeThe ~~define~~Company ~~Adjusted~~performs ~~EBITDA~~its asannual impairment ~~earnings~~assessment ~~(or~~as ~~loss)~~of ~~from~~December ~~continuing~~31. ~~operations~~During ~~before~~2025, the ~~items~~assessment resulted in ~~the~~full ~~table~~impairment ~~below. Adjusted EBITDA is an important measure~~ of ~~our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period-to-period after removing~~ the ~~impact~~remaining ofgoodwill ~~items of a non-operational nature that affect comparability~~balance.

WeImpairment ~~have~~testing ~~included~~may ainvolve significant ~~reconciliation~~judgment, ofincluding ~~our~~assumptions ~~non-GAAP~~regarding ~~financial~~projected ~~measures~~cash ~~to the most comparable financial measure calculated in accordance with GAAP. We believe that providing the non-GAAP financial measures~~flows, ~~together~~discount ~~with the reconciliation to GAAP~~rates, ~~helps~~growth ~~investors make comparisons between our results and other companies. In making any comparisons to other companies~~rates, ~~investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used~~ and tomarket ~~the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable SEC rules~~conditions.

~~The following table presents a reconciliation of net loss to Adjusted EBITDA:~~Stock-Based Compensation

	Year Ended December 31,
	2024			2023
Net loss from continuing operations	$	(22,593,628	)	$	(7,734,290	)
Interest expense and finance cost, net		661,104			2,645,694
Depreciation & amortization		1,054,995			1,302,384
EBITDA (loss)		(20,877,529	)		(3,786,212	)
Bad debt (recovery) expense		(84,377	)		(143,774	)
Loss on settlement of debt		8,521,149			-
Goodwill and intangible assets impairment		4,720,624			-
Stock-based compensation		5,614,921			1,490,903
Adjusted EBITDA (Loss)	$	(2,105,212	)	$	(2,439,083	)

The Company accounts for stock-based compensation in accordance with ASC 718. Compensation expense is measured at the grant-date fair value of the award and recognized over the requisite service period.

~~Liquidity~~The fair value of stock options is estimated using the Black-Scholes option pricing model, which requires assumptions regarding volatility, expected term, risk-free interest rates, and ~~Capital~~forfeiture ~~Resources~~rates.

~~For~~Recently ~~the~~Issued year ended December 31, 2024, net cash used in operating activities was $4.1 million, compared to net cash used in operating activities of $0.9 million for the corresponding period in 2023. For the year ended December 31, 2024, net loss was $22.6 million. Net loss includes non-cash items of depreciation and amortization expense of $1.1 million, bad debt recovery of $84 thousand, impairment expense of $4.0 million, loss on settlement of consulting agreement of $153 thousand, loss on settlement of debt settlement of $8.5 million, stock-based compensation expense of $5.6 million, goodwill and intangible assets impairment of $4,720,624, loss on fair value of marketable securities of $240 thousand, gain on sale of assets of $1.8 million, change in fair value of warrant liability of $13 thousand, and amortization of debt discount and debt costs of $177 thousand.Accounting Pronouncements

~~For the year ended December 31, 2023, net cash used in operating activities was $0.9 million.~~ The ~~decrease~~Company inadopted ~~cash~~ASU ~~used in operating activities was attributable to the change in operating expenses outlined previously to support the changes in our business. For the year ended December 31,~~ 2023~~, net loss was $6.7 million. Net loss includes non~~-~~cash~~09 ~~items~~(Income ofTaxes – ~~depreciation~~Improvements ~~and~~to ~~amortization~~Income ~~expense~~Tax ~~of $1.3 million, bad debt expense (recovery~~Disclosures) ofeffective ~~($143)~~January ~~thousand, equity-based compensation expense of $~~1~~.5 million~~, ~~and amortization of debt discount and debt costs of $1~~2025.3 ~~million.~~Adoption ~~Changes~~did innot ~~operating~~have ~~assets~~a ~~and~~material ~~liabilities~~impact ~~include~~on ~~primarily~~ the ~~following:~~consolidated financial ~~accounts receivable decreased by $1~~statements.9 million and prepaid expenses and other current assets decreased by $96 thousand. Accounts payable, accrued liabilities, deferred payroll taxes, other liabilities, and deferred revenue decreased in total by $84 thousand.

~~For~~In ~~the~~November ~~year~~2024, ~~ended~~the ~~December~~FASB ~~31,~~issued ASU 2024,-03 ~~net~~(Expense ~~cash~~Disaggregation Disclosures), ~~provided~~effective byfor ~~investing~~fiscal ~~activities~~years ~~was~~beginning ~~$1.8~~after ~~million~~December ~~and $0~~15, ~~respectively~~2026. The ~~principal~~Company ~~factor~~is ~~was~~currently ~~proceeds~~evaluating ~~from~~the aimpact ~~sale~~ of ~~assets~~this ~~for $1~~standard.~~8 million.~~

~~For~~ITEM ~~the year ended December 31, 2024, net cash provided by financing activities was $3~~7A.9 ~~million.~~QUANTITATIVE ~~The~~AND ~~principal~~QUALITATIVE ~~factor~~DISCLOSURES ABOUT ~~was~~MARKET ~~issuance of common stock for $4.3 million which was partially offset by repayment of notes payable for $1.0 million.~~ RISK

InNot ~~2023, net cash provided by financing activities was $1~~applicable.0 million. The principal factors were $786 thousand from issuance of common stock net of equity issuance costs, $871 thousand from proceeds from a factoring agreement, and $315 thousand from proceeds from exercised warrants. The proceeds were partially offset by $80 thousand from purchased preferred shares, $668 thousand from repayments of loans, and $215 thousand from repayments of a factoring agreement.

41ITEM ~~table~~8. ofFINANCIAL ~~Contents~~STATEMENTS AND SUPPLEMENTARY DATA

~~Based~~See onIndex ~~cash~~to onConsolidated ~~hand~~Financial asStatements on ofpage ~~December~~F-1 ~~31, 2024,~~ of ~~approximately~~this ~~$2.5~~Annual ~~million, we do not have the capital resources to meet our working capital needs for the next 12 months~~Report.

~~Our~~ITEM consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business9. WeCHANGES ~~incurred~~IN ~~net~~AND ~~losses~~DISAGREEMENTS ~~and~~WITH ACCOUNTANTS ~~negative~~ON ~~operating~~ACCOUNTING ~~cash~~AND ~~flows~~FINANCIAL since inception. For the year ended December 31, 2024, we recorded a net loss of $22.6 million. We have not yet established an ongoing source of revenue that is sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.DISCLOSURE

~~Our historical operating results indicate substantial doubt exists related to our ability to continue as a going concern~~None. We can give no assurances that any additional capital that we are able to obtain, if any, will be sufficient to meet our needs, or that any such financing will be obtainable on acceptable terms. If we are unable to obtain adequate capital, we could be forced to cease operations or substantially curtail our commercial activities. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should we be unable to continue as a going concern.

ToITEM ~~date,~~9A. ~~equity~~CONTROLS ~~offerings~~AND ~~have been our primary source of liquidity and we expect to fund future operations through additional securities offerings.~~ PROCEDURES

~~Financing~~Disclosure Controls ~~Arrangements~~and Procedures

~~Promissory~~(a) ~~Notes~~Disclosure ~~Payable~~Controls and Procedures

WeOur ~~issued~~principal aexecutive ~~promissory~~officer ~~note~~and ~~for~~principal financial ~~$1,750,000~~officer ~~pursuant~~evaluated to the ~~Parrut~~effectiveness ~~acquisition~~of ~~agreement~~our ~~dated~~disclosure ~~July~~controls 7,and ~~2021.~~procedures ~~The~~as ~~note had a term~~ of 24December 31, ~~months~~2025, ~~accrued~~as ~~interest~~defined atin ~~6%,~~Rules 13a-15(e) and ~~originally~~15d-15(e) ~~matured~~under onthe ~~July~~Securities 1,Exchange ~~2023.~~Act ~~The note required monthly payments~~ of ~~$77,561~~1934. OnBased ~~October~~on ~~19,~~this ~~2022~~evaluation, ~~Parrut~~and ~~agreed~~due to ~~subordinate~~the ~~their~~material ~~note~~weaknesses toin ainternal control ~~promissory~~over ~~note~~financial ~~issued~~reporting todescribed ~~Montage Capital II~~below, ~~L.P.~~management Inconcluded ~~return,~~that weour ~~restructured~~disclosure ~~the~~controls ~~payment schedule for the Parrut note which was set to mature on August 31, 2023,~~ and ~~bears~~procedures ~~interest~~were atnot ~~12%.~~effective as Onof ~~August~~ December 31, ~~2023, we did not make payments of amounts due under the note and defaulted with Parrut~~2025.

~~On March~~ 27, 2024, the Company and Parrut signed an agreement to convert the current outstanding principal, accrued interest, and penalties in aggregate of $258,714 into 168,414 shares of common stock. As a result of this transaction the Company recognized $14,959 in loss on extinguishment of debt recorded within other expense on consolidated statement of operations for the year ended December 31, 2024. As of December 31, 2024, and December 31, 2023, the outstanding balance on the promissory note with Parrut was $0 and $238,723, respectively.

We(b) ~~issued~~Management’s aReport ~~promissory note for $3,000,000 pursuant to the Novo Group acquisition agreement dated August 27, 2021. The note originally had a term of 30 months, bears interest at 6%, and was scheduled to mature~~ on ~~February~~Internal 1,Control ~~2024.~~over ~~The~~Financial note requires monthly payments of $85,000 for the first 12 months, $110,000 for months 13 through 24, $155,000 for months 25 through 29, and $152,357 for month 30. In April 2022, we negotiated a reduction in this promissory note with Novo Group due to employee turnover that occurred following the acquisition. We entered into an agreement with Novo Group to reduce the outstanding principal balance by $600,000 and changed the maturity date to November 1, 2023. The reduction in the promissory note was accounted for as gain on debt extinguishment on the consolidated statement of operations. Reporting

InManagement ~~October~~is ~~2022,~~responsible ~~Novo~~for ~~Group~~establishing ~~entered~~and maintaining ~~into~~adequate ainternal ~~Subordination~~control ~~Agreement~~over ~~(“Subordination~~financial ~~Agreement”)~~reporting, ~~pursuant~~as todefined ~~which~~in ~~Novo~~Rules ~~agreed~~13a-15(f) ~~to subordinate all its indebtedness~~ and ~~obligations~~15d-15(f) weunder ~~owe to Novo to all~~ the ~~indebtedness~~Exchange ~~and obligations we owe to Montage Capital~~Act.

42Internal ~~table~~control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of ~~Contents~~financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria established in the COSO Internal Control — Integrated Framework (2013).

InManagement ~~February~~previously ~~2023,~~identified wematerial ~~entered~~weaknesses as into an additional Amendment to the Promissory Note with Novo Group, Inc. (the “Novo Amendment”). The Novo Amendment further modifies the Promissory Note issued to Novo on August 27, 2021 (the “Novo Note”) and amended on April 1, 2022, by amending the payment schedule pursuant to which we would make payments of ~~principal and interest to Novo. Novo agreed we would pay interest only for the period starting November 1, 2022, though and including~~December ~~March~~ 31, 2023, with payments of principal and interest to resume starting April 1, 2023. We also replaced the existing payment schedule with a new payment schedule terminating on October 31, 2023. On November 1, 2023, we did not make payments due on the promissory note with Novo Group and are currently in process of amending the maturity date of the note. As of December 31, 2024, ~~and December 31, 2023, the outstanding balance on the promissory note with Novo Group was $1,198,617.~~including:

On· ~~August~~Insufficient ~~17,~~segregation ~~2022, we issued promissory notes for $1,111,111, in the aggregate (the “8/17/22 Notes”) We received proceeds~~ of ~~$960,000,~~duties ~~net~~within of debt issuance costs of $40,000 and an original issue discount of $111,111. The 8/17/22 Notes have a term of 12 months, bear interest at 6%, and was set to mature on August 17, 2023. The 8/17/22 Notes were set to be paid off in full on August 17, 2023. As a part of these financings, we granted the ~~noteholders~~accounting ~~46,296~~function ~~warrants~~due to ~~purchase~~limited ~~our~~personnel ~~common~~resources; ~~stock (See Note 9) (the “8/17/22 Warrants”). The 8/17/22 Warrants were valued at $463,737~~ and ~~treated~~· asLack ~~a debt discount to be amortized over the life~~ of ~~the~~sufficient ~~note.~~in-house Ontechnical ~~August~~accounting 7,expertise ~~2023, the Company signed an amendment~~ to ~~the~~evaluate ~~8/17/22~~complex ~~Notes. The amendment extends each of the maturity dates of August 17, 2023, and August 30, 2023 respectively, by 180 days. In return, the company has agreed to give $50,000 in either stock~~ or ~~cash~~non-routine ~~at its discretion within ninety days of signing the amendment~~transactions. As of December 31, 2023, we had defaulted on the Promissory Note, dated as of August 17, 2022, the (“8/17/22 Notes”). In event of default under the 8/17/22 Notes caused the default interest rate of 15% to apply as set forth in the 8/17/22 Notes and the holders of the 8/17/22 Notes would be permitted to elect to accelerate payment of amounts due, at the Mandatory Default Amount, as defined in the 8/17/2022 Notes, under each of the holder’s respective 8/17/22 Notes.

OnDuring ~~November 6~~2025, ~~2023,~~ the Company ~~received~~undertook ~~written~~steps ~~notice (the “Default Notice”) from Cavalry Fund I LP that the Company was in default under that certain (i) the August 17 Note issued by the Company~~ to ~~Cavalry,~~strengthen its ~~and~~internal ~~that~~control ~~certain (ii) the August 30 Note. As a result of the Identified Defaults~~environment, ~~the Company would be in default under the following agreements for indebtedness~~including: (i) Original Issue Discount Promissory Note, dated as of August 17, 2022, issued pursuant to the August 17 SPA by the Company to Porter Partners, L.P., (ii) Original Issue Discount Promissory Note, dated as of August 30, 2022, issued pursuant to the August 30 SPA by the Company to L1 Capital Global Opportunities Master Fund, (iii)Original Issue Discount Promissory Note, dated as of August 30, 2022, issued pursuant to the August 30 SPA by the Company to Firstfire Global Opportunities Fund LLC, and (iv) Original Issue Discount Promissory Note, dated as of August 30, 2022, issued pursuant to the August 30 SPA by the Company to Puritan Partner, LLC (collectively, the “Other August 2022 Notes”). An event of default under the Other August 2022 Notes would cause the default interest rate of 15% to apply as set forth in the Other August 2022 Notes and the holders of the Other August 2022 Notes would be permitted to elect to accelerate payment of amounts due, at the Mandatory Default Amount, as defined in the Other August 2022 Notes, under each of the holder’s respective Other August 2022 Note.

On· ~~February~~Enhancing 9,review-level ~~2024,~~controls ~~Calvary~~over ~~Fund~~financial Ireporting; LP· ~~entered~~Expanding ~~into~~documentation ~~an agreement to reassign the entire balance~~ of ~~the~~technical ~~notes~~accounting ~~entered~~analyses; ~~into~~· onIncreasing ~~August~~coordination ~~17,~~among ~~2022~~legal, ~~including principal~~finance, ~~accrued interest,~~ and ~~any~~operational ~~penalties~~personnel; ~~incurred to certain individuals~~ and ~~institutional~~· ~~noteholders.~~Hiring Inexperienced ~~addition,~~internal 104,274 Warrants from Calvary were reassigned to these new noteholders. On February 12, 2024, these new noteholders converted a total of $523,380 of the outstanding principal of the note in exchange for 286,001 shares of the Company’s common stock. On February 12, 2024, the new noteholders elected to exercise such warrants and ~~paid~~external ~~the~~accounting ~~exercise price thereof through the reduction of debt~~professionals. ~~A total of $289,882 of debt was repaid with the warrant exercise proceeds. Additionally, the new noteholders agreed to extinguish $370,604 of debt pursuant to this agreement being enacted.~~

OnWhile ~~July~~these ~~11,~~measures ~~2024 the Company and the holder of the remaining amount of the 8/17/22 entered into certain Debt Settlement and Release Agreements whereas the party~~ have ~~agreed~~improved to the ~~complete~~overall control ~~conversion and waiver of any and all remaining amounts due under the 8/17/22 Note~~environment, ~~whether~~management ~~principal,~~determined ~~interest~~that ~~or penalties, along with~~ the ~~waiver~~material ~~and~~weaknesses ~~release~~described ofabove ~~any~~had ~~and~~not ~~all~~been ~~claims~~fully ~~against~~remediated ~~the~~as ~~Company from the holder. In exchange for the complete conversion, and waiver~~ of ~~rights~~December 31, 2025. ~~the~~The Company ~~has~~intends ~~agreed~~ to ~~issue~~continue ~~the~~strengthening ~~noteholder~~its anfinance ~~aggregate of 1,833,935 shares of common stock. During the three months ended September 30, 2024, the 8/17/22 noteholders converted a total of $296,082 of outstanding principal~~ and ~~$19,169~~accounting ofinfrastructure ~~outstanding~~during ~~accrued interest~~2026.

AsChanges ofin ~~December~~Internal ~~31,~~Control ~~2024,~~over ~~and December 31, 2023, the outstanding balance on the 8/17/22 Notes, net of the unamortized debt issuance costs and debt discounts of $0 and $13,056, respectively, was $0 and $1,421,864 respectively.~~Financial Reporting

43Except ~~table~~for ofthe ~~Contents~~remediation efforts described above, there were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OnITEM ~~August 30, 2022, The Company issued promissory notes for $1,305,556, in the aggregate (the “8/30/22 Notes,” and together with the 8/17/22 Notes, the “August 2022 Notes”)~~9B. WeOTHER received proceeds of $1,175,000, net of an original issue discount of $130,556. The 8/30/22 Notes have a term of 12 months, bear interest at 6%, and were set to mature on August 30, 2023. The 8/30/22 Notes were set to be paid off in full on August 30, 2023. As a part of these financings, the Company granted the noteholders 54,398 warrants to purchase our common stock (See Note 9) (the “8/30/22 Warrants, and together with the 8/17/22 Warrants, the “August 2022 Warrants”). These 8/30/22 Warrants were valued at $569,106 and treated as a debt discount to be amortized over the life of the note. As of December 31, 2023, we had defaulted on the Promissory Note, dated as of August 30, 2022, the (“8/30/22 Notes”). In event of default under the 8/30/22 Notes caused the default interest rate of 15% to apply as set forth in the 8/30/22 Notes and the holders of the 8/30/22 Notes would be permitted to elect to accelerate payment of amounts due, at the Mandatory Default Amount, as defined in the 8/30/2022 Notes, under each of the holder’s respective 8/30/22 Notes.INFORMATION

OnNone ~~February~~of 9,our ~~2024,~~directors ~~8/30/22~~or ~~Note~~officers, ~~Holders~~as ~~entered~~defined ~~into~~in anRule ~~agreement~~16a-1(f) tounder ~~reassign~~ the Exchange ~~entire~~Act ~~balance~~adopted ofor ~~the~~terminated ~~notes~~a ~~entered~~“Rule ~~into~~10b5-1 ontrading ~~August~~arrangement” ~~30,~~or ~~2022,~~a ~~including~~“non-Rule ~~principal,~~10b5-1 ~~accrued~~trading ~~interest,~~arrangement” (in ~~and~~each ~~any~~case ~~penalties~~as ~~incurred~~defined toin ~~certain~~Item ~~individual~~408 ~~and~~of ~~institutional~~Regulation ~~investors~~S-K) (during the ~~“new~~fiscal ~~noteholders”)~~quarter ended December 31, 2025.

~~Also,~~ITEM ~~On February 9, 2024, 8/30/22 Note Holders entered into an agreement with the new noteholders whereas the assignees transferred 108,912 Warrants~~9C. OnDISCLOSURE ~~February~~REGARDING ~~12,~~FOREIGN ~~2024,~~JURISDICTIONS THAT ~~the~~PREVENT ~~new noteholders elected to exercise such warrants and paid the exercise price of $302,175 through the reduction of debt.~~INSPECTION

~~On February 12, 2024, the Company entered into an agreement with the new noteholders whereas they agreed to waive a total of $224,332 of the debt assigned to them~~None.

On July 11, 2024 the Company and the holders of the remaining amount of the 8/30/22 Notes entered into certain Debt Settlement and Release Agreements whereas the parties have agreed to the complete conversion and waiver of any and all remaining amounts due under the 8/30/22 Notes, whether principal, interest or penalties, along with the waiver and release of any and all claims against the Company from the holders. In exchange for the complete conversion, and waiver of rights, the Company has agreed to issue the noteholders an aggregate of 3,524,634 shares of common stock. During the three months ended September 30, 2024, the 8/30/22 noteholders converted a total of $705,738 of outstanding principal and $164,616 of outstanding accrued interest.28

AsPART of December 31, 2024, and December 31, 2023, the outstanding balance on the 8/30/22 Notes, net of the unamortized debt issuance costs and debt discounts of $0 and $0, respectively, was $0 and $1,194,445 respectively.III

AsITEM a10. ~~result of the 8/17/22 Notes and 8/30/22 Notes settlement transactions~~DIRECTORS, ~~the~~EXECUTIVE ~~Company~~OFFICERS ~~recognized~~AND CORPORATE ~~a loss on extinguishment of debt for the amount of $8,224,042 recorded within other expense for the year ended December 31, 2024.~~GOVERNANCE

OnDirectors ~~October 19, 2022, the Company closed a Loan~~ and ~~Security~~Executive Agreement (the “Loan Agreement”), by and among the Company and Montage Capital II, L.P. (the “Lender”). Pursuant to the Loan Agreement, the Lender will make advances (“Advances”) in the aggregate principal amount of $2,250,000, with the first Advance of $2,000,000 being provided on or around the Closing Date and the second Advance of $250,000 being available to the Company upon request prior to April 30, 2023. Interest will accrue on all Advances under the Loan Agreement at a per annum rate of 12.75%. In the event of a default under the terms of the Loan Agreement, the interest rate increases by 5 percentage points above the interest rate in effect immediately prior to a default. The entire outstanding principal balance of the Advances, all accrued and unpaid interest thereon, and all fees and other amounts outstanding thereunder will be immediately due and payable on the 42nd month anniversary of the Closing Date (the “Maturity Date”). In connection with the Loan Agreement, the Company granted and pledged to the Lender a continuing security interest in all presently existing and hereafter acquired or arising Collateral (as more specifically defined in the Loan Agreement) which includes all personal property of the Company and its subsidiaries. The Loan Agreement contains certain affirmative and negative covenants to which the Company is also subject.Officers

44The following table sets forth information regarding our directors and executive officers as of ~~Contents~~the date of this Annual Report:

The Company agreed to pay the Lender a fee of $45,600, with $40,000 due upon the execution of the Loan Agreement and the balance due upon the funding of the second Advance. The Company is permitted to prepay any amounts due to the Lender; provided, however, that a Prepayment Fee (as more specifically defined in the Loan Agreement) shall be owed to the Lender depending on when the amounts are prepaid.

Director/Officer	Age	Position	Director/Officer Since
Mike Schmidt	56	Chief Executive Officer and Director	May 2025
Meilin Yu	55	Chief Financial Officer	December 2025
Lillian Mbeki	48	Director	March 2024
David Kratochvil	60	Director	January 2025
Elsa Sung	52	Director	January 2025
Ashissh Raichura	53	Director	April 2025

InEach ~~addition,~~director inserves ~~connection~~a ~~with~~one-year ~~the~~term ~~Loan Agreement, the Company issued 47,103 warrants to purchase common stock of the Company (the “Warrants”) to the Lender, with 41,520 Warrants issued~~ and ~~exercisable~~holds office ~~upon~~until the ~~Closing~~next ~~Date~~annual ~~and~~meeting ~~the additional 5,580 Warrants becoming exercisable upon funding~~ of ~~the~~stockholders ~~second~~and ~~Advance.~~until ~~The~~his ~~Warrants are exercisable for ten years from the Closing Date at an exercise price of $30.00 per share, subject to certain adjustments. Upon the earlier of the Maturity Date~~ or aher ~~sale~~successor ofis ~~the~~duly ~~Company~~elected ~~or other change in control, the Lender has the right to cause the Company to repurchase the Warrants for up to $703,125 ($600,000 if only the first Advance has been made~~ and ~~$703,125 if both Advances have been made) which is recorded as a warrant liability for puttable warrants at fair value (See Note 1)~~qualified. The Company is also obligated to pay the Lender a cash fee equal to 1.25% of the aggregate principal amount of the Advances that is outstanding on each anniversary of the Closing Date if (i) the average closing price of the Company’s common stock for the thirty (30) day period prior to such anniversary date is less than $30.00 or (ii) the closing price of the Company’s common stock for the date immediately prior to such anniversary date is less than $30.00.

~~The~~Executive Company accrues anniversary fees each year on the one-year anniversary of the issuance date of 1.25% of the outstanding advance balance depending on the stock price. The accrued anniversary fees are payable on the date the buyout fee becomes due and payable. The Company records an expense for the 1.25% cash fee ratably over the 12 months.Officers

OnMike ~~February~~Schmidt 2, 2023, the Company entered into a First Amendment to Loan and Security Agreement (the “Montage Amendment”), by and between the Company, its subsidiaries (Recruiter.com, Inc., Recruiter.com Recruiting Solutions, LLC, Recruiter.com Consulting, LLC, VocaWorks, Inc., Recruiter.com Scouted, Inc., Recruiter.com Upsider, Inc., and Recruiter.com - ~~OneWire,~~Chief ~~Inc.),~~Executive Officer and Montage, effective as December 18, 2022. The Montage Amendment modifies that certain Loan and Security Agreement by and among the Company, its subsidiaries, and Montage to provide the Company with additional time to meet certain post-closing covenants.Director

OnMr. ~~August~~Schmidt ~~16,~~serves ~~2023,~~as wethe ~~entered~~Chief ~~into~~Executive aOfficer of ~~Second~~the ~~Amendment~~Company ~~to Loan~~ and ~~Security~~as ~~Agreement~~a ~~(the~~member ~~“Second~~of ~~Montage Amendment”), by and among~~ the ~~Company,~~board ~~its~~of ~~subsidiaries and Montage~~directors. ~~The~~He ~~Second~~has ~~Montage~~more ~~Amendment~~than ~~modifies~~two ~~that~~decades ~~certain~~in ~~Loan~~the communications and ~~Security~~telecommunications ~~Agreement~~industries. From byJanuary ~~and~~2021 ~~among~~until ~~the~~May ~~Company~~2025, ~~its~~he ~~subsidiaries,~~served ~~and Montage,~~ as ~~amended~~Vice ~~(the~~President ~~“Loan~~of ~~and~~Business ~~Security~~Development ~~Agreement”)~~at toBiologic ~~join~~Pharmamedical ~~Cogno~~Research. ~~Group,~~From ~~Inc.~~May as2014 until anAugust ~~additional~~2016, ~~borrower~~Mr. toSchmidt ~~the~~served ~~Loan~~as ~~and~~President ~~Security Agreement and amend and restate the definition~~ of ~~“Maturity~~Urban ~~Date”~~Communications toInc., ~~the~~or ~~earlier~~Urbanfibre. ofPreviously, ~~(i)~~he ~~the~~served ~~four-month~~as ~~anniversary~~Vice President of ~~the~~Business ~~initial~~Development ~~closing~~at ofTeliphone ~~the~~Navigata ~~Purchase~~Westel ~~Agreement~~from orDecember ~~(ii)~~2012 ~~February~~to ~~28,~~April ~~2024~~2014. ~~Additionally,~~From ~~the~~July ~~Montage~~2009 ~~Amendment provides for Montage’s consent~~ to ~~certain~~December ~~transactions~~2012, ~~that~~he ~~would~~served ~~have~~as ~~otherwise~~Chief Executive ~~been~~Officer ~~prohibited~~of ~~under~~Uniserve ~~the~~Communications. ~~Loan~~Mr. ~~and~~Schmidt ~~Security~~holds ~~Agreement,~~a ~~including~~Bachelor ~~the~~of ~~transaction~~Arts ~~contemplated~~degree byfrom the ~~Purchase~~University ~~Agreement~~of ~~with Job Mobz~~Guelph.

InMeilin ~~addition,~~Yu in connection with the Second Montage Amendment, the Company issued warrants to purchase common stock of CognoGroup, Inc. (the “CognoGroup, Inc. Warrants”) to the Lender. The number of shares shall be equal to 1.4% of the CognoGroup, Inc.’s outstanding capital stock on a fully diluted basis at the exercise price of $0.01 per share and with expiration date of October 19, 2032. On and after the earlier to occur of (i) October 19, 2026, (ii) any sale, license, or other disposition of all or substantially all of the assets of the CognoGroup, Inc., or any reorganization, consolidation, or merger of the CognoGroup, Inc. where the holders of the CognoGroup, Inc.’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, (iii) a transaction in which any “person” or “group” becomes the “beneficial owner” (as defined in Rule 13d-3 Chief ~~under~~Financial the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of the CognoGroup, Inc. ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of the CognoGroup, Inc., who did not have such power before such transaction (“Change in Control”), or (iv) the dissolution or liquidation of the CognoGroup, Inc (“Wind-Up”), CognoGroup, Inc. shall, at the request of Holder, purchase all rights that Holder has under this CognoGroup, Inc. Warrants for a cash payment in the amount equal to $600,000 (the “Buyout Fee”).Officer

OnMs. ~~September~~Yu 18is a seasoned finance executive with more than 20 years of experience leading financial strategy, ~~2024~~capital markets initiatives, ~~Montage~~and ~~entered~~corporate ~~into~~governance anfor ~~agreement~~publicly totraded ~~sell~~and multinational organizations. She has deep expertise in SEC reporting, internal controls, mergers and ~~assign~~acquisitions, ~~its~~and ~~rights~~enterprise transformation across technology-driven and ~~obligations~~regulated industries. From 2022 to 2024, ~~including~~she ~~principal~~served as Chief Financial Officer and Treasurer of a Nasdaq-listed financial technology company, ~~accrued~~where ~~interest~~she led public reporting, capital markets transactions, audit oversight, and ~~any~~enterprise ~~penalties~~financial operations. ~~incurred~~From 2012 to an2022, ~~individual~~she ~~accredited~~served ~~investor~~as ~~(the~~a ~~“New~~director ~~Noteholder”)~~and ~~for~~strategic finance advisor to a ~~purchase~~publicly ~~price~~traded ofbiotechnology ~~$720~~company,~~000~~ supporting growth initiatives, restructuring efforts, and complex financial transactions. ~~The~~Earlier ~~Company~~in ~~repaid~~her $1career,~~071~~ Ms. Yu held senior finance leadership roles at Fortune 50 multinational corporations,~~522~~ including Unilever and ExxonMobil, where she oversaw global accounting operations, internal control environments, and large-scale financial and technology transformation initiatives. Ms. Yu holds a Bachelor’s degree in Computer Systems and a Master of ~~principle~~Business ~~under~~Administration ~~the~~(MBA). ~~Montage~~She ~~note~~is ~~during~~a ~~the~~Certified ~~year~~Public ~~ended~~Accountant ~~December~~(CPA), 31Certified Global Management Accountant (CGMA), ~~2024~~Certified Internal Auditor (CIA), and Six Sigma Black Belt.

45Non-Employee ~~table of Contents~~Directors

OnDavid ~~September~~Kratochvil ~~19,~~– 2024, the Company and the New Noteholder entered into a certain Debt Settlement and Release Agreement whereas the parties have agreed to the complete conversion and waiver of any and all remaining amounts due under the Second Montage Amendment, whether principal, interest or penalties, along with the waiver and release of any and all claims against the Company from the holders. In exchange for the complete conversion, and waiver of rights, the Company has agreed to issue the noteholders an aggregate of 720,000 shares of common stock. On September 19, 2024, the New Noteholder converted $670,448 of outstanding principal and $69,827 of outstanding accrued interest.Director

AsMr. Kratochvil has over 30 years of ~~December~~experience in 31investment banking, ~~2024~~venture capital, and ~~December~~corporate ~~31,~~finance. ~~2023,~~He ~~the~~currently ~~outstanding~~serves ~~balance~~as onManaging ~~the~~Partner ~~Loan~~of ~~Agreement,~~Vista ~~net~~Capital Advisors and as Managing Director of ~~the~~Kenmar ~~unamortized~~Securities, ~~debt~~LLC. ~~issuance~~He ~~costs~~has ~~and~~previously ~~debt~~served ~~discounts~~as Chief Financial Officer of $0multiple public companies, including Northann Corp (NYSE: NCL) and ~~$164~~VolitionRx (NYSE: VNRX). Earlier in his career,~~016~~ he held senior roles at Euro Pacific Capital, ~~respectively~~Merrill Lynch Asset Management, ~~was~~and $0Omega Advisors. Mr. Kratochvil holds an MBA from the University of Chicago Booth School of Business and $1a B.S. in Economics from The Wharton School of the University of Pennsylvania. He maintains FINRA Series 7,~~577~~ 24,~~984~~ 63, ~~respectively~~79, 86, and 87 registrations. He has served as our Director and became Chairman of the Board in January 2026.

As a result of the Montage Note settlement transaction, the Company recognized a loss on extinguishment of debt for the amount of $879,725 recorded within other expense for the year ended December 31, 2024. 29

AsElsa ofSung ~~December~~– ~~31, 2024, and December 31, 2023, the outstanding principal balance on the promissory notes payable totaled $1,198,617 and $5,808,705, respectively.~~Director

~~Factoring~~Ms. ~~Arrangement~~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 our Director since January 2025.

WeLillian ~~entered~~Mbeki ~~into~~- a factoring agreement with CSNK Working Capital Finance Corp. d/b/a Bay View Funding, a subsidiary of Heritage Bank of Commerce (the “Buyer”), effective April 27, 2022 (the “Factoring Agreement”), for the purpose of factoring our trade accounts receivable with recourse. The proceeds of the factoring are used to fund our general working capital needs. The Company is accounting for this transaction as a secured borrowing under the Transfers and Servicing of Financial Assets guidance. The agreement is for a term of twelve months with an auto renewal clause for an additional twelve months unless terminated by the parties. The agreement is secured by substantially all assets of the Company.Director

~~Pursuant to the Factoring Agreement, we sell certain trade accounts receivable to the Buyer~~Ms. WeMbeki ~~are~~has ~~charged~~served aas ~~finance~~Chief ~~fee,~~Executive ~~defined~~Officer of asELLEM aMarketing ~~floating~~& ~~rate~~Communications ~~per~~LTD ~~annum~~since onJuly ~~outstanding~~2013. ~~advances~~She ~~under~~brings ~~the~~executive ~~Factoring~~leadership ~~Agreement,~~experience ~~equal~~in tostrategic ~~the~~communications ~~prime~~and business ~~rate~~development. ~~plus 3~~Ms.~~25%~~ ~~due~~Mbeki onholds ~~the~~a ~~first~~Doctorate ~~day~~in ofBusiness ~~each~~Administration ~~month.~~and Wean ~~are~~MBA ~~also~~from ~~charged~~Edinburgh aBusiness ~~factoring~~School, ~~fee~~a ofMaster ~~0.575%~~ of ~~the~~Science in ~~gross~~Health ~~face~~Systems ~~value~~Management offrom ~~any~~Kenyatta ~~trade~~University, ~~accounts~~and ~~receivables~~a ~~for~~Bachelor ~~the~~of ~~first~~Science 30in ~~days~~Nursing from ~~when~~ the ~~trade~~University ~~accounts~~of ~~receivable is purchased and 0~~Nairobi.~~30%~~ ~~for~~She ~~each~~has ~~fifteen~~served on ~~days afterward until~~ the ~~purchased~~Board ~~receivable~~since isMarch ~~paid in full or repurchased~~2024.

WeAshissh ~~receive~~Raichura ~~advances~~- of up to 85% of the amount of eligible trade accounts receivable. Advances outstanding shall not exceed the lesser of $3,000,000 or an amount equal to the sum of all undisputed purchased trade accounts receivable multiplied by 85%, less any reserved funds. Director

~~All~~Mr. ~~collections~~Raichura ofis ~~purchased~~a ~~receivables~~seasoned goentrepreneur ~~directly~~and totechnologist with ~~the~~more ~~Buyer~~than ~~controlled~~30 ~~lockbox~~years ~~and~~of ~~Buyer~~global ~~shall~~experience ~~apply~~in ~~these~~product ~~collections~~development, totelecommunications, ~~the~~and ~~Company’s~~healthcare ~~obligations~~innovation. ~~The~~Since ~~Company~~January ~~will~~2017, he ~~immediately~~has ~~turn~~served ~~over~~as toFounder ~~Buyer~~and ~~any~~Chief ~~payment~~Executive onOfficer of Scanbo, a ~~purchased~~point-of-care ~~receivable,~~diagnostic orplatform ~~receivable~~integrating ~~assigned~~artificial tointelligence and ~~Buyer~~biosensor ~~under~~technologies. ~~the~~He ~~Factoring~~previously ~~Agreement~~held senior technology leadership roles, ~~that~~including ~~comes~~Chief ~~into~~Technology ~~the~~Officer ~~Company’s~~at ~~possession~~HealthSaverz.com and InVice ~~the~~President ~~event~~of ~~the~~Product ~~Company~~Development ~~comes~~and ~~into~~Technology ~~possession~~at ofTemple aConsulting ~~remittance~~Group ~~comprising~~Ltd. ~~payments~~Mr. ofRaichura ~~both~~has aextensive ~~purchased~~experience ~~receivable~~leading complex ~~and~~technology ~~receivable~~initiatives ~~which~~across ~~has~~global ~~not~~markets. ~~been~~He ~~purchased~~holds bya ~~Buyer,~~Ph.D. ~~the~~in ~~Company~~Cloud isComputing ~~required~~from toSimon ~~hold~~Fraser ~~the~~University ~~same~~and certifications in ~~accordance~~Advanced ~~with~~IoT ~~the~~Solutions. ~~provisions~~He ~~set~~has ~~forth~~served ~~above~~as ~~and~~our ~~immediately~~Director ~~turn~~since ~~same~~April ~~over to Buyer~~2025.

AsFamily stated previously, the Company factors the accounts receivable on a recourse basis. Therefore, if the Buyer cannot collect the factored accounts receivable from the customer, the Company must refund the advance amount remitted to us for any uncollected accounts receivable from the customer. Accordingly, the Company records the liability of potentially having to refund the advance amount as short-term debt when the factoring arrangement is utilized. As of December 31, 2023, and December 31, 2022, $0 and $545,216 advances were outstanding under the factoring arrangement, respectively, and $6,318 and $263,939, was due from the factor resulting in a net $0 and $281,277 loan payable to the factor at December 31, 2023 and 2022, respectively.Relationships

AsThere ~~consideration~~are ~~for~~no ~~Buyer~~family ~~forgoing~~relationships ~~other~~among ~~factoring~~any ~~transactions in the marketplace and for establishing the maximum credit~~ of our ~~$3,000,000,~~directors ~~the~~or ~~Company~~executive ~~paid the Buyer a facility fee upon entering into the Factoring Agreement (the “Facility Fee”) in the amount of one half of one percent (0~~officers.50%) of the maximum credit, $15,000. An additional Facility Fee is charged for increases to the maximum credit, but only for the incremental increase. The Facility Fee was accounted for as a factoring fee expense, which is included as part of the interest expense along with all other factor fees.

~~The~~Board ~~cost of factoring for the year ended December 31, 2024, and 2023, was $0 and $21,441, respectively, and is included in interest expense on the consolidated statements of operations.~~Committees

~~Off-Balance~~The ~~Sheet~~Board ~~Arrangements~~ has established the following standing committees:

~~None.~~ · Audit Committee · Compensation Committee · Nominating and Corporate Governance Committee

~~Critical~~The ~~Accounting~~current ~~Policies,~~membership ~~Estimates~~of each committee and ~~Recent~~the ~~Accounting~~independence ~~Pronouncements~~ status of each director are set forth in the table below.

~~Critical~~Name ~~Accounting~~Audit ~~Estimates~~ Compensation Nominating Mike Schmidt David Kratochvil X X X Elsa Sung X X Ashissh Raichura X X Lillian Mbeki X X

The ~~preparation~~Board ofhas ~~consolidated~~determined ~~financial~~that ~~statements~~Ms. inSung ~~conformity~~qualifies ~~with~~as ~~accounting~~an ~~principles generally accepted in the United States (~~“~~GAAP”)~~audit committee ~~requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated~~ financial ~~statements~~expert,” ~~and~~as ~~the~~defined ~~reported~~under ~~amounts~~SEC ofrules, ~~revenues~~ and ~~expenses~~is ~~during~~independent ~~the~~under ~~reporting~~applicable ~~period.~~Nasdaq ~~Actual~~listing ~~results and outcomes may differ from management’s estimates and assumptions~~standards. ~~Critical accounting estimates are the fair value of intangible assets and goodwill, and valuation of stock based compensation expense.~~

~~Policy~~30

~~Revenue~~Code ~~Recognition~~of Ethics

WeThe ~~recognize~~Company ~~revenue~~has inadopted ~~accordance~~a ~~with~~Code ~~the~~of ~~Financial~~Ethics ~~Accounting~~applicable to ~~Standards~~its ~~Board’s~~principal ~~(“FASB”)~~executive officer, ~~Accounting~~principal ~~Standards~~financial ~~Codification~~officer, ~~(“ASC”)~~principal ~~ASC~~accounting ~~606~~officer, ~~Revenue~~and ~~from~~other ~~Contracts with Customers (“ASC 606”)~~employees. ~~Revenues~~A ~~are~~copy ~~recognized~~of ~~when~~the ~~control~~Code of Ethics is ~~transferred~~available toupon ~~customers~~written inrequest ~~amounts that reflect the consideration we expect~~ to beNixxy, ~~entitled to receive in exchange for those goods~~Inc., ~~Revenue~~1178 ~~recognition~~Broadway, is3rd ~~evaluated~~Floor ~~through~~New ~~the following five steps: (i) identification of the contract~~York, orNY ~~contracts~~10001, ~~with~~Attention: aCorporate ~~customer;~~Secretary. The ~~(ii)~~Company ~~identification~~intends ofto ~~the~~disclose ~~performance~~any ~~obligations~~amendments ~~in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price~~ to, ~~the~~or ~~performance~~waivers ~~obligations~~from, in the ~~contract;~~Code ~~and (v) recognition~~ of ~~revenue~~Ethics ~~when or~~ as arequired ~~performance~~by ~~obligation~~SEC ~~is satisfied~~rules.

46Delinquent ~~table~~Section of16(a) ~~Contents~~Reports

~~Revenues~~Based assolely ~~presented~~upon ona ~~the~~review ~~statement~~ of ~~operations~~Forms ~~represent~~3, ~~services~~4, ~~rendered~~and 5 and any amendments thereto furnished to ~~customers~~the ~~less~~Company ~~sales~~during ~~adjustments~~the fiscal year ended December 31, 2025, the Company believes that all directors, executive officers, and ~~allowances~~beneficial owners of more than 10% of its common stock complied with the Section 16(a) filing requirements.

~~Software~~ITEM ~~subscription revenues are recognized over the term of the subscription for access to services and/or our web-based platform~~11. ~~Revenue~~EXECUTIVE is recognized monthly over the subscription term. Talent effectiveness subscription revenues are recognized over the term of the subscription when services are provided. Any payments received prior to the time passing to provide the subscription services are recorded as a deferred revenue liability. Revenue generated from the enhanced support package and On Demand support are recognized at the point-in-time when the service is provided. Revenue generated from placement fees that are related to the software subscription are recognized at the point-in-time when the 60 or 90-day guarantee expires.COMPENSATION

~~Recruiters~~Summary OnCompensation Demand services are billed to clients as either monthly subscriptions or time-based billings. Revenues for Recruiters On Demand are recognized on a gross basis when each monthly subscription service is completed. Talent Effectiveness consulting services are billed to clients upfront for a period of 12 months. Revenue is recognized on a gross basis monthly over the period the consulting services are provided.Table

~~Full-time~~The ~~placement~~following ~~revenues~~table ~~are~~sets ~~recognized~~forth oninformation aconcerning compensation ~~gross~~awarded ~~basis when the guarantee period specified in each customer’s contract expires. No fees for direct hire placement services are charged~~ to, ~~the~~earned ~~employment~~by, ~~candidates.~~or ~~Any~~paid ~~payments received prior~~ to ~~the~~our ~~expiration~~Named ofExecutive ~~the~~Officers ~~guarantee period are recorded as a deferred revenue liability. Payments~~ for ~~recruitment~~the ~~services~~fiscal ~~are~~years ~~typically~~ended ~~due~~December ~~within~~31, 902025 ~~days~~and ~~of completion of services~~2024.

~~Marketplace~~For ~~Solutions~~purposes ~~revenues~~of ~~are~~this ~~recognized~~disclosure, ~~either~~“Named Executive onOfficers” ainclude ~~gross~~(i) ~~basis~~our ~~when~~principal ~~the~~executive ~~advertising~~officer isserving ~~placed~~during ~~and~~fiscal ~~displayed~~2025 ~~or when lead generation activities~~ and ~~online~~(ii) ~~publications~~our ~~are~~two ~~completed,~~most ~~which~~highly iscompensated executive ~~the~~officers ~~point~~other atthan ~~which~~ the ~~performance~~principal ~~obligations~~executive ~~are~~officer ~~satisfied.~~who ~~Payments~~were ~~for~~serving ~~marketing~~as ~~and~~executive ~~publishing~~officers ~~are~~on ~~typically~~December 31, ~~due within 30 days of completion of services~~2025.

~~Marketplace~~Summary ~~advertising~~Compensation revenues are recognized on a gross basis when the advertising is placed and displayed or when lead generation activities and online publications are completed, which is the point at which the performance obligations are satisfied. Payments for marketing and publishing are typically due within 30 days of completion of services. Job posting revenue is recognized at the end of the period the job is posted. Marketplace career services revenues are recognized on a gross basis upon distribution of resumes or completion of training courses, which is the point at which the performance obligations are satisfied. Payments for career services are typically due upon distribution or completion of services.Table

Consulting and Staffing Services revenues represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out- of-pocket expenses, are also included in the net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. We assume the risk of acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services.

Name and Principal Position

Fiscal
Year

Salary ($)

Bonus ($)

Stock
Awards
($)(1)

Option
Awards
($)(1)

Non-Equity
Incentive Plan
Compensation ($)

All Other
Compensation ($)

Total ($)

Mike Schmidt,

2025

105,000

–

174,000

–

279,000

Chief Executive Officer (1)

2024

–

MeiLin Yu,

2025

14,000

–

14,000

Chief Financial Officer (2)

2024

–

Miles Jennings,

2025

230,000

332,581

–

30,000

592,581

–

former Chief Executive Officer (3)

2024

200,082

–

336,449

–

536,531

Evan Sohn,

2025

–

774,300

–

60,000

834,300

former Chief Executive Officer

2024

21,581

–

336,449

–

37,000

395,030

Adam Yang,

2025

103,326

–

105,500

–

208,826

former Chief Financial Officer

2024

31,332

–

31,332

Debra Chen Volpone,

2025

5,000

–

375,000

380,000

former Chief Executive Officer

2024

–

Revenue share revenues represent a percentage of revenue we have earned in relation to client referrals we made to a third party. We record revenue in relation to revenue share on a net basis as an agent under this arrangement. We have concluded that net reporting is appropriate because we do not provide the underlying services and arrangements to meet the demands of the client that we referred to the third party. Revenue is recorded based on a net percentage of revenue that is shared between us and the third party and earned upon delivery of the services by the third party. The third party provides the underlying services in this arrangement.

	(1)	Mr. Schmidt has served as Chief Executive Officer from May 2025.
	(2)	Ms. Yu has served as our Chief Financial Officer since December 2025.
	(3)	Mr. Jennings served as Interim Chief Executive Officer from February 2025 to May 2025 and previously served as President and Chief Operating Officer.

47The ~~table~~amounts reported in the “Stock Awards” column represent the grant date fair value of ~~Contents~~awards computed in accordance with ASC 718. The assumptions used in calculating these amounts are described in Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.

Deferred revenue results from transactions in which we have been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized.31

~~Sales tax collected is recorded on a net basis and is excluded from revenue.~~ Employment Agreements

~~Goodwill~~Yu-san “Debra” Chen Volpone

~~Goodwill~~In isJanuary ~~comprised~~2025, ofthe Company entered into an employment agreement with Yu-san “Debra” Chen Volpone. In connection with Chen Volpone’s appointment as the ~~purchase~~Company’s ~~price~~Chief Executive Officer of ~~business~~the ~~combinations~~Company, ineffective ~~excess~~January of1 2025, the ~~fair~~Company ~~value~~entered ~~assigned~~into atan ~~acquisition~~Employment toAgreement (the ~~net~~“Employment ~~tangible~~Agreement”) with ~~and~~Ms. ~~identifiable~~Chen ~~intangible~~Volpone ~~assets~~for ~~acquired.~~a ~~Goodwill~~term isof ~~not~~one ~~amortized~~year (the “Initial Term”), with an automatic six-month extension unless either the Company or Ms. WeChen ~~test~~Volpone ~~goodwill~~provide ~~for~~written ~~impairment~~notice ~~for~~no ~~its~~more ~~reporting~~than ~~units~~ninety on(90) andays ~~annual~~before ~~basis,~~and orno ~~when~~less ~~events~~than ~~occur,~~ten or(10) ~~circumstances~~days ~~indicate~~prior to the ~~fair~~expiration of ~~value~~the ofInitial Term. Ms. Chen Volpone shall receive a ~~reporting~~salary ~~unit~~during isthe ~~below~~Initial ~~its~~Term ~~carrying~~of ~~value~~$350,000.

WeIn ~~perform~~February ~~our~~2025, ~~annual~~Ms. ~~goodwill~~Volpone ~~impairment~~resigned ~~assessment on December 31st of each year or~~ as ~~impairment~~Chief Executive ~~indicators dictate~~Officer.

~~When~~Mike evaluating the potential impairment of goodwill, management first assess a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of our reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the impairment testing methodology using an appropriate valuation method.Schmidt

WeIn ~~compare~~May 2025, the ~~carrying~~Company ~~value~~entered ofinto ~~the~~an ~~reporting~~employment agreement ~~unit,~~with ~~including~~Mr. ~~goodwill,~~Mike ~~with~~Schmidt ~~its~~to ~~fair~~serve ~~value,~~ as ~~determined~~Chief byExecutive ~~its~~Officer ~~estimated~~with ~~discounted~~an ~~cash~~initial ~~flows.~~base Ifsalary ~~the carrying value~~ of a$10,000 ~~reporting~~per ~~unit~~month ~~exceeds~~and ~~its~~an ~~fair~~award ~~value, then the amount~~ of ~~impairment~~100,000 restricted tostock beunits ~~recognized~~vesting isquarterly ~~recognized~~over astwelve ~~the amount by which the carrying amount exceeds the fair value~~months.

~~When~~In ~~required,~~December ~~we may arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets~~2025, asin ~~well~~connection aswith ~~selecting~~his aseparation ~~discount~~from ~~rate to measure~~ the ~~present~~Company, Mr. ~~value~~Miles ofJennings ~~those~~received ~~anticipated~~$30,000 cash ~~flows.~~payments ~~Estimating future cash flows requires significant judgment~~ and ~~includes making assumptions about projected growth rates~~30,000 ~~industry-specific~~restricted ~~factors,~~stock ~~working~~units ~~capital~~that ~~requirements,~~vested ~~weighted~~immediately ~~average~~pursuant ~~cost~~to ofa ~~capital,~~separation ~~and current and anticipated operating conditions~~agreement. ~~The use of different assumptions or estimates for future cash flows could produce different results.~~

~~Stock~~Compensation of Non-~~Based~~Employee ~~Compensation~~Directors

The ~~Company~~following ~~accounts~~table ~~for~~sets ~~stock-based~~forth compensation inpaid to ~~accordance~~our ~~with the guidance of FASB ASC Topic 718, Compensation~~non-~~Stock~~employee ~~Compensation~~directors ~~(“ASC~~for ~~718”), which requires all share-based payments be recognized in~~ the ~~consolidated~~fiscal ~~financial~~year ~~statements~~ended ~~based on their fair values. In accordance with ASC 718~~December 31, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award2025.

Recently Issued Accounting Pronouncements

Name	Year		Fees Earned or Paid in Cash ($)		Equity Awards ($)		All Other Compensation ($)		Total ($)
Lillian Mbeki		2025		30,000		608,000		–		638,000
		2024		16,667		–		–		16,667
Elsa Sung		2025		36,000		608,000		–		644,000
		2024		–		–		–		–
David Kratochvil		2025		30,000		608,000				638,000
		2024		–		–		–		–
Ashissh Raichura		2025		22,500		170,000				192,500
		2024		–		–		–		–

~~From~~Outstanding Equity ~~time~~Awards toat ~~time~~December 31, ~~new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.~~2025

InAs ~~November~~of ~~2023, the FASB~~December ~~issued Accounting Standard Update (ASU) No. 2023‑07~~31, ~~Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures (ASU 2023-07)~~2025, ~~which~~an isaggregate ~~intended to improve reportable segment disclosure requirements~~of 137,499 ~~primarily~~shares ~~through~~of ~~enhanced~~the disclosures about significant segment expenses. ASU 2023-07 should be applied on a retrospective basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company's ~~has~~common ~~adopted~~stock ~~the~~subject ~~reportable~~to ~~segment~~granted ~~disclosure~~director ~~requirements~~equity ~~with~~awards noremained ~~significant impact on its disclosures~~unvested.

InThe ~~December~~Board ~~2023,~~has ~~the~~not ~~FASB~~established ~~issued ASU~~policies ~~2023-09-Income~~and ~~Taxes~~practices (~~Topic~~whether ~~740~~written or otherwise): ~~Improvements~~regarding tothe ~~Income~~timing ~~Tax~~of ~~Disclosures~~option ~~(ASU~~grants ~~2023-09),~~or ~~which~~other isawards in ~~intended~~relation to ~~enhance~~ the ~~transparency~~release ~~and decision usefulness~~ of ~~income~~material ~~tax~~nonpublic ~~disclosures,~~information ~~primarily~~(“MNPI”) byand ~~amending~~do ~~disclosure~~not ~~requirements~~take ~~for~~MNPI ~~the~~into ~~effective~~account ~~tax~~when ~~rate~~determining ~~reconciliation~~the timing and ~~income~~terms ~~taxes~~of ~~paid. ASU~~stock ~~2023-09 should~~option beor ~~applied~~other onequity aawards ~~prospective~~to ~~basis,~~executive ~~and retrospective application is permitted~~officers. ~~ASU~~ ~~2023-09 is~~The ~~effective~~Company ~~for~~does ~~annual~~not ~~periods~~time ~~beginning~~the ~~after~~disclosure ~~December~~of 15MNPI, ~~2024.~~whether positive ~~Early~~or ~~adoption~~negative, isfor ~~permitted. The Company is in~~ the ~~process~~purpose of ~~evaluating~~affecting the ~~impact~~value of ~~this~~executive ~~new guidance on its disclosures~~compensation.

InITEM November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function12. ~~The~~SECURITY ~~new~~OWNERSHIP ~~disclosures~~OF ~~will~~CERTAIN ~~require~~BENEFICIAL OWNERS ~~entities~~AND toMANAGEMENT ~~separately~~AND ~~present~~RELATED ~~expenses~~STOCKHOLDER for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements.MATTERS

48Beneficial ~~table~~ownership is determined in accordance with the rules of ~~Contents~~the Securities and Exchange Commission (“SEC”). In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we include shares of Common Stock that the person has the right to acquire within 60 days of April 15, 2026, including through the exercise of options, settlement of restricted stock units, conversion of securities, or otherwise. These shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Nixxy, Inc., 1178 Broadway, 3rd Floor New York, NY 10001.

~~ITEM~~The ~~7A.~~following ~~QUANTITATIVE~~table ~~AND~~sets ~~QUALITATIVE~~forth ~~DISCLOSURES~~information ~~ABOUT~~regarding ~~MARKET~~the ~~RISK~~beneficial ownership of our Common Stock as of April 15, 2026 by:

~~Not~~· ~~applicable.~~each of our directors and executive officers · all directors and executive officers as a group, and · each person known to us to beneficially own more than 5% of our outstanding Common Stock

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~32

~~See~~The ~~Index~~percentage toownership ~~Consolidated~~information ~~Financial~~in ~~Statements~~the table is based on ~~page~~26,892,426 shares ~~F-1~~of Common Stock issued and outstanding as of ~~this~~April ~~Annual~~15, ~~Report~~2026.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Name of Beneficial Owner	No. of Shares Beneficially Owned		% of Class
Mike Schmidt (1)		50,000		*
Lillian Mbeki (1)		70,833		*
Elsa Sung (1)		70,833		*
David Kratochvil (1)		70,833		*
Ashissh Raichura (1)		66,667		*
Meilin Yu		–		*
All executive officers and directors as a group (6 persons)		329,166		1.20%
5% Stockholders
NexGenAI Holding		2,095,446		7.70%
Everythink Innovation Limited		2,000,000		7.3%
LifeLine Business (2)		1,817,335		6.70%
ZK International Group Co Ltd.		1,749,975		6.4%
Savitr Tech OU		1,696,333		6.20%
Robert Seguso		1,390,481		5.1%

~~None~~* Less than 1%.

~~ITEM~~(1) Includes ~~9A.~~shares ~~CONTROLS~~issuable ~~AND~~upon settlement ~~PROCEDURES~~of vested restricted stock units that are issuable within 60 days after April 15, 2026.

~~Evaluation~~(2) Includes ofshares ~~Disclosure~~issuable ~~Controls~~pursuant ~~and~~to ~~Procedures~~a debt settlement agreement that are issuable within 60 days after April 15, 2026.

~~(a) Disclosure~~Securities ~~Controls~~Authorized ~~and~~for ~~Procedures~~Issuance under Equity Compensation Plans

~~Our~~The ~~principal~~following ~~executive~~table ~~officer~~sets ~~and~~forth ~~principal~~information ~~financial officer, with the assistance of other members of our management, have evaluated the effectiveness of our disclosure controls and procedures,~~ as ~~defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act~~ of ~~1934~~December 31, ~~as amended (the “Exchange Act”)~~ 2025, aswith ofrespect ~~the~~to ~~end of the period covered by this Annual Report. Based on such evaluation,~~ our ~~principal~~compensation ~~executive~~plans ~~officer~~under ~~and~~which ~~principal~~equity ~~financial~~securities ~~officer~~may ~~had~~be ~~concluded that our disclosure controls and procedures were not effective due to material weaknesses in internal controls over financial reporting as identified below~~issued.

(b) Management’s Report on Internal Control over Financial Reporting

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders:	(a)		(b)		(c)
2017 Equity Incentive Plan (1)		3,000		36.00		84,200
2021 Equity Incentive Plan (1)		1,000		36.00		227,530
2024 Equity Incentive Plan (1)		–		–		1,650,000
Total		4,000		36.00		1,961,730

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting~~ (~~as defined in Rule 13a-15(f~~1) ~~and~~The ~~15d-15(f)~~weighted ~~under~~average ~~the~~exercise ~~Exchange~~price ~~Act). Our internal control over financial reporting is a process designed~~ relates to ~~provide reasonable assurance regarding~~ the ~~reliability~~options ~~of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles~~only. ~~Our~~RSUs ~~management~~were ~~evaluated~~excluded ~~the effectiveness of our internal control over financial reporting~~ as ofthey ~~the~~have ~~end~~no ofexercise ~~the period covered by this Annual Report~~price. In making this assessment, our management used the criteria set forth by the Committee of Sponsor Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). Based on that evaluation, as a result of the material weaknesses described below, management has concluded that our internal control over financial reporting was not effective as of December 31, 2024.

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified material weaknesses in our internal control over financial reporting. Specifically, (1) we lack a sufficient number of employees to properly segregate duties and provide adequate monitoring during the process leading to and including the preparation of the consolidated financial statements, and (2) We do not have the in-house technical expertise to identify and analyse complex or unusual transactions for proper accounting treatment. Accordingly, management’s assessment is that our internal controls over financial reporting were not effective as of December 31, 2024.33

49ITEM 13. ~~table~~CERTAIN ofRELATIONSHIPS ~~Contents~~RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

~~Changes~~Related inParty ~~Internal Control over Financial Reporting~~Transactions

WeThe ~~have~~following ~~worked~~is toa ~~establish~~summary ~~all the checks and balances needed for all financial areas~~ of ~~our~~transactions ~~business.~~since January We1, ~~hired~~2025 ~~a consultant in mid-2020~~ to ~~establish~~which ~~best~~the ~~practices~~Company ~~and~~was ~~help us document and implement these. This consultant is~~ a ~~CPA~~participant ~~and has a significant background~~ in ~~running~~which the ~~accounting~~amount ~~and~~involved ~~budgeting~~exceeded ~~process~~$120,000 ~~for~~and ~~public~~in ~~companies.~~which Weany ~~began~~director, ~~adopting~~executive officer, ~~these~~or ~~best~~beneficial ~~practices~~owner ~~during~~of ~~the~~more ~~fourth~~than ~~quarter~~5% of ~~2020.~~the WeCompany’s ~~retained~~common anstock, ~~outsourced~~or ~~firm~~any ~~with~~immediate afamily ~~panel~~member of ~~CPA~~the ~~consultants~~foregoing, inhad a ~~2021~~direct toor ~~assist~~indirect inmaterial ~~building internal controls and preparing financial reports~~interest.

~~This~~Termination ~~Annual~~and ~~Report~~Settlement does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC.Agreement

~~ITEM~~On ~~9B.~~February ~~OTHER~~20, ~~INFORMATION~~2025, the Company and Yu-san “Debra” Chen Volpone, former Chief Executive Officer, entered into a Termination and Settlement Agreement, whereby the Company agreed to settle any amounts due under her employment agreement, dated January 1, 2025, for an aggregate $350,000 plus an additional reimbursement of $25,000 in legal expenses.

~~None.~~Everythink Asset Acquisition

~~ITEM~~On ~~9C.~~August ~~DISCLOSURE~~12, ~~REGARDING~~2025, ~~FOREIGN~~the ~~JURISDICTIONS~~Company ~~THAT~~entered ~~PREVENT~~into ~~INSPECTION~~and closed an Asset Purchase Agreement with Everythink Innovation Limited (“Everythink”), pursuant to which the Company acquired certain intellectual property and related assets. The aggregate consideration consisted of:

None.

	·	2,000,000 shares of the Company’s common stock, valued at $1.89 per share on the closing date; and
	·	Cash consideration of $150,000, payable upon the earlier of (i) the Company maintaining a cash balance in excess of $1.3 million, or (ii) the closing of a financing that increases the Company’s cash balance to $1.3 million within 90 days of execution of the agreement.

50Everythink ~~table~~Innovation Limited is a beneficial owner of ~~Contents~~more than 5% of the Company’s common stock.

~~PART~~Savitr ~~III~~Asset Acquisition

~~ITEM~~On 10February 20, 2025, the Company acquired certain intellectual property assets from Savitr Tech OU for cash consideration of $300,000. ~~DIRECTORS~~In addition, ~~EXECUTIVE~~the ~~OFFICERS~~agreement ~~AND~~provides ~~CORPORATE~~for ~~GOVERNANCE~~contingent equity consideration equal to:

The following table provides information regarding our executive officers and directors:

	·	4.9% of the Company’s total issued and outstanding common shares upon achievement of $250,000 in revenue generated by the acquired assets; and
	·	An additional 4.9% of the Company’s total issued and outstanding common shares upon achievement of $5 million in revenue generated by the acquired assets.

Director	Age	Position	Director Since
Evan Sohn	57	Director	April 2019
Elsa Sung	50	Director	January 2025
Xuqiang Yang	43	Chief Financial Officer	November 2024
Lillian Mbeki	47	Director	March 2024
Miles Jennings	47	Interim Chief Executive Officer and Director	November 2017
David Kratochvil	59	Director	January 2025

Savitr Tech OU is a beneficial owner of more than 5% of the Company’s common stock.

~~Each~~ Divestment of ~~our~~Legacy ~~directors currently holds a one-year term, serving until our annual meeting of shareholders to be held in 2025.~~Business

~~Executive~~On ~~Officers~~December 30, 2025, the Company completed the divestment of its legacy business pursuant to a separation and distribution agreement. In connection with the transaction, equity interests associated with the divestment were distributed to certain former directors and officers of the Company.

~~Miles Jennings - Mr. Jennings serves as the Interim Chief Executive Officer of the Company and as the Managing~~ Director of the Company's subsidiary, Recruiter.com Recruiting Solutions, LLC. Mr. Jennings served as the Company’s Chief Financial Officer from March 2024 to November 2024, after serving as its Chief Executive Officer. Prior to that, Mr. Jennings founded the Company and served as the Chief Executive Officer of Recruiter.com, Inc. from 2015 until October 2017, and then as Chief Executive Officer of Truli Technologies, Inc. and its subsidiary, VocaWorks, Inc., from then until March 2019, when Truli Technologies merged with Recruiter.com, Inc. Mr. Jennings served as Chief Executive Officer of the merged company, Nixxy, Inc. through July 1, 2020, when he moved into the role of President and Chief Operating Officer. Mr. Jennings has worked in the recruiting and online recruiting industry since 2003 at employers including Modis, an Adecco division, and Indeed.com. He is a graduate of Trinity College in Hartford, CT with a degree in philosophy.Independence

~~Xuqiang~~The ~~(Adam)~~Board ~~Yang~~of Directors has determined that each of the Company’s current non-employee directors is independent within the meaning of the applicable Nasdaq Listing Rules.

- Mr. Yang has several years of experience of financial reporting, including serving as the chief financial officer of other public companies. Since November 2023, he has served as Chief Financial Officer at SMC Corp. Mr. Yang has also served as Controller of ADvantage Therapeutics Inc. since October 2023. From October 2022 to October 2023, Mr. Yang was a Senior Associate at Salberg & Company P.A. From October 2021 to October 2022, Mr. Yang served as the Accounting Lead at Nation Motor Club, LLC d/b/a Nation Safe Drivers, NIU of Florida, Inc. From June 2020 to October 2021, he served the Controller of Headline Solar LLC Mr. Yang was a Tax Accountant at Office Depot, LLC from June 2019 to June 2020. From June 2017 through June 2019, Mr. Yang worked as an Analyst at Envision Physician Services. Mr. Yang received his bachelor’s degree in accounting from Florida Atlantic University. Mr. Yang is also a Certified Public Accountant. 34

~~Non-Employee~~ITEM ~~Directors~~14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~Evan~~The ~~Sohn~~following -table ~~Mr.~~presents ~~Sohn~~fees ~~served~~for asprofessional services ~~the~~rendered ~~Company’s~~by ~~Chief~~KG ~~Executive~~CPA ~~Officer since July 2020 and then subsequently~~LLP, ~~Chairman~~our ~~since~~current ~~April~~independent ~~2019.~~registered Hepublic isaccounting ~~the CEO of Aura Intelligence~~firm, ~~Inc.,~~Salberg a& ~~platform that transforms fragmented workforce data into actionable insights~~Company, ~~empowering businesses to make data-driven decisions efficiently~~P. ~~Previously he served as Vice President of Sales at Veea Inc~~A., ~~a company offering a platform-as-a-service (PaaS) platform for computing, mobile payment, point of sale,~~ and ~~retail~~HTL ~~solutions~~International, our ~~from~~former ~~April~~independent ~~2018~~registered ~~until~~public ~~June~~accounting ~~2020. Prior to joining Veea Inc.~~firms, ~~from September 2015 to April 2018, Mr. Sohn served as the Vice President of Sales at Poynt Inc., a company developing and marketing Poynt, a platform~~ for ~~next generation payments. Prior to that, from April 2012 to September 2015, Mr. Sohn was~~ the ~~Vice~~fiscal ~~President~~years ofended ~~Sales at VeriFone~~December 31, ~~Inc.,~~2025 ~~a company designing, marketing,~~ and ~~servicing electronic payment systems~~2024. Mr. Sohn is also the co-founder and Vice President of the Sohn Conference Foundation, a non-for-profit dedicated to the treatment and cure of pediatric cancer and related childhood diseases. He is a graduate of the NYU Stern School of Business with a degree in computer information systems and management.

Lillian Mbeki - Ms. Mbeki has served on the Board since March 2024. Ms. Mbeki has been the Chief Executive Officer of ELLEM Marketing & Communications LTD since July 2013. She was awarded a Doctorate in Business Administration from Edinburgh Business School, Herriot Watt University, UK in 2015, a Master of Science in Health Systems Management from Kenyatta University, Kenya in 2011, a MBA with Specialism in Strategy & Negotiation from Edinburgh Business School, Herriot Watt University, UK in 2011 and a Bachelor of Science in Nursing from University of Nairobi, Kenya in 2000.

(in thousands)	Fiscal Year Ended December 31, 2025		Fiscal Year Ended December 31, 2024
Audit fees - KG CPA LLP	$	90	$	–
Audit fees - HTL International		106		–
Audit fees - Salberg & Company, P.A.		22		133
Audit related fees - HTL International		10
Audit related fees - Salberg & Company, P.A.		18		10
Tax fees		–		–
All other fees		–		–
Total	$	246	$	143

~~Elsa~~· ~~Sung~~Audit-Related –Fees ~~Ms.~~- ~~Sung~~consist ~~has over 20 years~~ of ~~corporate~~assurance ~~financial~~ and ~~accounting~~related ~~experience,~~services ~~including~~that ~~serving~~are asreasonably ~~the~~related ~~chief~~to ~~financial~~the ~~officer~~performance of athe ~~Nasdaq-listed~~audit ~~company.~~or ~~Since~~review ~~February 2017, she has been a managing member~~ of ~~Canvas~~the ~~Group,~~Company’s ~~Inc, a boutique~~ financial ~~advisory~~statements and ~~business~~are ~~consulting~~not ~~firm.~~reported ~~From~~above ~~April~~under ~~2013~~“Audit ~~until~~Fees.” ~~December~~These ~~2019,~~services ~~she~~include ~~worked~~consultation asregarding aaccounting ~~senior executive advisor in the areas of international business development~~ and ~~mergers~~financial ~~and~~reporting ~~acquisitions for Zhongmai Group~~matters. ~~From~~· ~~May~~Tax ~~2007~~Fees to- ~~January~~consist ~~2013, Ms. Sung was Senior Vice President~~ of ~~CFO~~professional ~~Oncall, Inc., providing chief financial officer and consulting~~ services torendered ~~various~~for ~~companies.~~tax ~~She also served as Chief Financial Officer of Jiangbo Pharmaceuticals~~compliance, ~~Inc.~~tax ~~(Nasdaq:JCBO) from October 2007 until March 2011. Ms. Sung was an Audit Manager from September 2005 to May 2007 at Sherb & Co.~~advice, ~~responsible for managing, monitoring, as well as performing audits for domestic~~ and ~~international~~tax ~~clients~~planning. ~~From~~No ~~September~~tax ~~2002~~fees towere ~~July~~incurred ~~2005,~~during ~~Ms.~~fiscal ~~Sung~~2025 ~~was~~or ~~with Ernst & Young, LLP as a Senior Auditor in the Assurance and Advisory Business Service Group~~2024. ~~She~~· ~~received~~All ~~her~~Other ~~Master~~Fees of- ~~Business~~consist ~~Administration and Bachelor~~ of ~~Science,~~fees inbilled ~~accounting~~for ~~from~~products ~~Florida~~and ~~Atlantic~~services ~~University.~~other ~~She~~than ~~also~~those ~~holds~~reported ~~a Bachelor of Arts in Sociology from National Chengchi University in Taipei, Taiwan~~above. ~~She~~No ~~earned~~such afees ~~CPA~~were ~~license~~incurred induring ~~the~~fiscal ~~state~~2025 ofor ~~Georgia (inactive)~~2024.

~~51 table of Contents~~35

~~David~~PART Kratochvil – 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 Vista Capital Advisors where he consults on various projects and serves as an outsourced CFO for early-stage companies. Additionally, since April 2024, he has served as the chief financial officer of Pertexa Health Tech Inc. From April 2023 until April 2024, he 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 banker focusing on life science, technology and real estate transactions. From January 2019 until December 2021, Mr. Kratochvil was CEO of Ikigai Biotech Group, Inc., a developing biotech company focused on using 3D bioprinting to tackle T1 diabetes and kidney disease. From June 2017 until December 2019, he worked 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 (NYSE: VNRX), a multi-national medical diagnostics company developing simple blood-based tests to accurately diagnose a range of cancers. From 2008 until 2015, he served as Managing Director in the corporate finance department at Euro Pacific Capital, Inc. From 1997 until 1999, he served as portfolio manager at Omega Advisors. From 1994 until 1997, he served as director at Merrill Lynch Asset Management. Mr. Kratochvil holds an MBA in finance and international business from the University of Chicago's Booth School of Business and a B.S. in Economics from The Wharton School at the University of Pennsylvania. He holds FINRA 7, 24, 63, 79, 86 and 87 registrations.IV

~~Family~~ITEM ~~Relationships~~ 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~There~~The following documents are nofiled ~~family~~or ~~relationships~~furnished ~~among~~as ~~our~~part ~~directors~~of ~~and/or~~this ~~executive~~Annual ~~officers.~~Report on Form 10-K:

~~Board Committees~~EXHIBIT INDEX

The Board currently has the following standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee.

Exhibit		Incorporated by Reference	Filed or Furnished
No.	Exhibit Description	Form	Date	Number	Herewith

2.1	Agreement and Plan of Merger, by and between Recruiter.com Group, Inc., a Delaware corporation and Recruiter.com Group, Inc., a Nevada corporation, and a wholly owned subsidiary of the Company, resulting in the Company’s reincorporation from the State of Delaware to the State of Nevada	10-K	3/9/21	2.1
3.1	Articles of Incorporation	10-Q	6/25/20	3.1(a)
3.2	Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 27, 2024	8-K	9/26/24	3.1
3.3	Bylaws, as Amended	8-K	9/26/24	3.2
3.4	Certificate of Designation of Series E Convertible Preferred Stock	10-Q	6/25/20	3.1(c)
3.5	Certificate of Change pursuant to NRS 78.209, filed with Nevada Secretary of State on June 17, 2021	8-K	6/24/21	3.1
3.6	Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State on August 22, 2023	8-K	8/28/23	3.1(d)
3.7	Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 3, 2024	8-K	9/10/24	3.1(e)
4.1	Description of securities registered under Section 12 of the Exchange Act of 1934	10-K	8/14/24	4.7
4.2	Form of Common Stock Purchase Warrant granted on August 17, 2022	8-K	08/17/22	4.1
10.2	Master Distribution Agreement, dated as of December 31, 2025, by and between Nixxy, Inc. and Cognogroup, Inc.	8-K	01/07/26	10.1
10.3	Separation Agreement, dated as of December 31, 2025, by and between Nixxy, Inc. and Cognogroup, Inc.	8-K	01/07/26	10.2
10.4	Bilateral Agreement, dated February 24, 2025, between Mexedia S.p.A. SB and Nixxy, Inc.	8-K	02/24/25	10.1
10.5	Convertible Line of Credit Agreement, dated September 4, 2025, between Nixxy, Inc. and Siwatex OÜ	8-K	09/10/25	10.1

~~The following table identifies the independent and non-independent current Board and committee members.~~36

Name Audit Compensation Nominating Evan Sohn Chairman Chairman David Kratochvil X X Elsa Sung Chairwoman Miles Jennings Lillian Mbeki X X

Exhibit		Incorporated by Reference	Filed or Furnished
No.	Exhibit Description	Form	Date	Number	Herewith
10.6	Asset Purchase Agreement dated March 3, 2025 by and between Atlantic Energy Solutions Inc. and Wizco Group, Inc.	8-K	03/07/25	10.1
10.8	Form of Debt Settlement and Release Agreement, dated September 19, 2024	8-K	09/19/24	10.2
10.9	Recruiter.com Group, Inc. 2024 Equity Incentive Plan	8-K	09/12/24	10.1
10.10	Asset Purchase Agreement dated August 12, 2025 by and between Nixxy, Inc. and Everythink Innovation Limited.	8-K	8/18/25	10.1
10.11	Amendment to Employment Agreement, dated August 12, 2025, between Nixxy, Inc. and Mike Schmidt	10-Q	8/13/25	10.1
10.12	Asset Purchase Agreement dated June 3, 2025, by and between Nixxy, Inc. and NexGenAI Holding Group, Inc.	8-K	6/9/25	10.1
10.13	Employment Agreement, dated as of May 7, 2025, between the Company and Mike Schmidt.	8-K	5/12/25	10.1
10.14	Asset Purchase Agreement dated March 28, 2025 by and between Nixxy, Inc. and Aqua Software Technologies Inc.	8-K	4/2/25	10.1
19.1	Nixxy, Inc. Insider Trading Policy				Filed
21.1	Subsidiaries	10-K	3/9/21	21.1
23.1	Consent of Salberg & Company, P.A.				Filed
31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer				Filed
31.2	Rule 13a-14/15d-14(a) certification of Chief Financial Officer				Filed
32.1	Section 1350 certification of Chief Executive Officer				Furnished**
32.2	Section 1350 certification of Chief Financial Officer				Furnished**
97.1	Policy Relating to Recovery of Erroneously Awarded Compensation	10-K/A	4/21/2025	97.1
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (embedded within the inline document and included in Exhibit 101)				Filed

Board and Committee Meetings

*	Management contract or compensatory plan or arrangement.
**	This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
+	Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplemental to the Securities and Exchange Commission staff upon request.

~~During~~Item 16. ~~the~~Form ~~year~~10-K ~~ended December 31, 2024, the Board had nine meetings, the Audit Committee had four meetings, the Compensation Committee had two meetings, and the Nominating Committee had zero meetings.~~Summary

~~There~~We ~~were~~have noelected ~~directors~~not ~~(who~~to ~~were~~include ~~incumbent at the time), who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees of which the director was~~ a ~~member~~summary ~~during~~pursuant ~~the~~to ~~applicable~~this ~~period~~Item 16.

~~Audit Committee~~37

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting.SIGNATURES

~~Audit~~Pursuant ~~Committee~~to ~~Financial~~the ~~Expert~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Our Board has determined that Ms. Sung is qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the SEC and in compliance with the Sarbanes-Oxley Act.

	NIXXY, INC.

Dated: April 15, 2026	By:	/s/ Mike Schmidt
		Mike Schmidt
		Chief Executive Officer

Dated: April 15, 2026	By:	/s/ MeiLin Yu
		MeiLin Yu
		Chief Financial Officer

52Pursuant to ~~table~~the requirements of ~~Contents~~the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Compensation Committee

SIGNATURE	TITLE	DATE

/s/ Mike Schmidt	Chief Executive Officer and Director	April 15, 2026
Mike Schmidt	Chief Executive Officer and Director	April 15, 2026

/s/ MeiLin Yu	Chief Financial Officer	April 15, 2026
MeiLin Yu	Chief Financial Officer	April 15, 2026

/s/ Ashissh Raichura	Director	April 15, 2026
Ashissh Raichura	Director	April 15, 2026

/s/ Elsa Sung	Director	April 15, 2026
Elsa Sung	Director	April 15, 2026

/s/ Lillian Mbeki	Director	April 15, 2026
Lillian Mbeki	Director	April 15, 2026

/s/ David Kratochvil	Director	April 15, 2026
David Kratochvil	Director	April 15, 2026

The function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the power to set performance targets for determining annual bonuses payable to executive officers and may review and make recommendations with respect to stockholder proposals related to compensation matters.38

~~Nominating~~NIXXY, ~~Committee~~INC.

~~The~~INDEX ~~responsibilities~~TO ofCONSOLIDATED ~~the~~FINANCIAL Nominating Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The Nominating Committee has not established a policy with regard to the consideration of any candidates recommended by stockholders. If we receive any stockholder recommended nominations, the Nominating Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.STATEMENTS

Board Diversity

Years ended December 31, 2025 and 2024	Page No.
Report of Independent Registered Public Accounting Firm (PCAOB firm ID. 6914)	F-2

Report of Independent Registered Public Accounting Firm (PCAOB firm ID. 106)	F-3

Consolidated Balance Sheets	F-4

Consolidated Statement of Operations	F-5

Consolidated Statements of Changes in Stockholders’ Equity	F-6

Consolidated Statements of Cash Flows	F-7

Notes to Consolidated Financial Statements	F-8

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and stockholders. Although there are many other factors, the Board primarily focuses on public company board experience, knowledge of the recruiting industry, or background in finance or technology, and experience operating growing businesses. F-1

~~Board~~REPORT ~~Leadership~~OF ~~Structure~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Our~~To ~~Board has not adopted a formal policy regarding~~ the ~~separation~~Stockholders ~~of the offices of Chief Executive Officer~~ and ~~Chairman of~~ the Board. Rather, the Board believes that different leadership structures may be appropriate for our Company at different times and under different circumstances, and it prefers flexibility in making this decision based on its evaluation of ~~the relevant facts at any given time.~~Directors of:

~~Board~~Nixxy, ~~Role in Risk Oversight~~Inc.

~~Our~~Opinion Board bears responsibility for overseeing our risk management function. Our management keeps the Board apprised of material risks and provides to directors’ access to all information necessary for them to understand and evaluate the effect of these risks, individually or in the aggregate, on ~~our business, and how management addresses them. Our Executive Chairman works closely together with~~ the ~~Board~~Financial once material risks are identified on how to best address such risks. If the identified risks present an actual or potential conflict with management, our independent directors may conduct the assessment. Statements

~~Code~~We have audited the accompanying consolidated balance sheets of ~~Ethics~~Nixxy, Inc. and subsidiaries (the “Company”) as of December 31, 2025, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025, and the consolidated results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~Our~~Going ~~Board~~Concern has adopted a Code of Ethics that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the prompt reporting of illegal or unethical behavior. We will provide a copy of our Code of Ethics, without charge, upon request in writing to Recruiter.com Group, Inc. at 123 Farmington Avenue Suite 252 Bristol CT 06010, Attention: Corporate Secretary.Matter

53The ~~table~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring net losses with significant accumulated deficit, and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty.

~~Delinquent~~Basis ~~Section~~for ~~16(a) Reports~~Opinion

~~Section~~These ~~16(a)~~consolidated offinancial ~~the~~statements Exchange Act requires our directors, executive officers, and persons who own more than 10% of our Common Stock to file initial reports of ownership and changes in ownership of our Common Stock with the SEC. These individuals are ~~required by~~ the responsibility ~~regulations~~ of the ~~SEC~~Company’s tomanagement. ~~furnish~~Our usresponsibility ~~with~~is ~~copies~~to ofexpress ~~all~~an ~~Section~~opinion ~~16(a) forms they file. Based solely~~ on ~~a review of~~ the ~~copies~~Company’s ofconsolidated ~~the~~financial statements ~~forms~~based ~~furnished~~on ~~to us none of~~ our ~~directors,~~audits. ~~executive~~We ~~officers,~~are ~~and~~a ~~persons~~public ~~who~~accounting ~~own~~firm ~~more~~registered ~~than~~with ~~10%~~the ofPublic ~~our~~Company ~~Common~~Accounting ~~Stock~~Oversight ~~failed~~Board to(United States) ~~comply with Section 16~~(aPCAOB) ~~filing~~and ~~requirements,~~are ~~except~~required anto ~~unreported~~be ~~issuance~~independent ofwith ~~140,187~~respect ~~shares on September 26, 2024~~ to ~~each~~the ofCompany ~~Messrs. Sohn and Jennings~~ in ~~connection~~accordance with athe ~~settlement~~U.S. offederal asecurities ~~severance~~laws ~~provision~~and the inapplicable ~~each~~rules ~~of their employment agreements,~~ and aregulations ~~late~~of ~~Form~~the 3Securities ~~filing~~and ~~for~~Exchange ~~each~~Commission ofand ~~Mr.~~the ~~Yang~~PCAOB.

~~Communication~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~Board~~audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Although~~Our weaudits doincluded ~~not~~performing ~~have~~procedures ato ~~formal~~assess the ~~policy~~risks ~~regarding~~of ~~communications~~material ~~with~~misstatement of the ~~Board~~consolidated financial statements, ~~stockholders~~whether ~~may~~due ~~communicate~~to ~~with~~error ~~the~~or ~~Board~~fraud, byand ~~writing~~performing toprocedures that usrespond atto ~~Recruiter~~those risks.~~com~~ ~~Group,~~Such ~~Inc.~~procedures included examining, ~~123~~on ~~Farmington~~a ~~Avenue~~test basis, ~~Suite~~evidence ~~252~~regarding ~~Bristol,~~the ~~CT,~~amounts ~~Attention:~~and ~~Corporate~~disclosures ~~Secretary~~in the consolidated financial statements. ~~Stockholders~~Our ~~who~~audits ~~would~~also ~~like~~included ~~their~~evaluating ~~submission~~the ~~directed~~accounting toprinciples aused ~~member~~and significant estimates made by management, as well as evaluating the overall presentation of the ~~Board~~consolidated ~~may~~financial ~~specify,~~statements. ~~and~~We ~~the~~believe ~~communication~~that ~~will~~our beaudits ~~forwarded,~~provide a asreasonable ~~appropriate~~basis for our opinion.

~~ITEM~~Critical ~~11.~~Audit ~~EXECUTIVE COMPENSATION~~Matters

~~Summary~~The ~~Compensation~~critical ~~Table~~audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

~~The~~/S/ ~~following~~KG ~~information~~CPA is related to all plan and non-plan compensation awarded to, earned by, or paid by us for the years ended December 31, 2024 and December 31, 2023, for all individuals serving as our principal executive officer or acting in a similar capacity during the year ended December 31, 2024, and our two most compensated executive officers, other than the principal executive officer, serving at December 31, 2024 whose total compensation exceeded $100,000 (the “Named Executive Officers”).LLP

~~Summary~~KG ~~Compensation~~CPA ~~Table~~LLP

Name and Principal Position	FiscalYear	Salary ($)		Bonus ($)		StockAwards($)(1)		OptionAwards($)(1)		Non-EquityIncentive Plan Compensation ($)		All OtherCompensation ($)		Total ($)
Miles Jennings Director, former Chief Executive Officer, former President, and former Interim Chief Financial Officer(2)	2024		200,082		-		336,449		-		-		-		536,531
	2023		182,000		-		-		-		-		-		182,000
Evan Sohn Chairman and Director	2024		21,581		-		336,449		-		-		37,000		395,030
	2023		140,000		-		-		-		-		-		140,000
Adam Yang Chief Financial Officer (3)	2024		31,332		-		-		-		-		-		31,332
	2023		-		-		-		-		-		-		-
Granger Whitelaw Former Chief Executive Officer, Former President , and Former Director (4)	2024		132,500		99,000		439,000		-		-		-		670,500
	2023		-		-		-		-		-		-		-

We have served as the Company’s auditor since 2026

	(1)	The amounts in this column represent the fair value of each award as of the grant date as computed in accordance with FASB ASC Topic 718 and the SEC disclosure rules. Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions and do not reflect the actual economic value realized by the Named Executive Officer. The assumptions used in calculating the grant date fair value of stock awards and option awards may be found in Note 9 to our audited financial statements included in this Annual Report on Form 10-K.
	(2)	Mr. Jennings served as our President and Chief Operating Officer from June 2020 until March 2024, served as our Chief Executive Officer from October 2017 to June 2020, served as our Interim Chief Financial Officer from September 2023 until November 2024, and serving as Chief Executive Officer
	(3)	Mr. Yang served as our Chief Financial Officer from November 2024.
	(4)	Mr. Whitelaw served as our Chief Executive Officer, President, and Director from March 2024 until December 2024.

New York, NY

~~Named~~April ~~Executive~~15, ~~Officer Employment Agreements~~ 2026

In February 2024, the Board of Directors entered into an agreement with Evan Sohn and Miles Jennings to eliminate the severance and certain bonus and target portions of their Employment Agreements in exchange for equity compensation. On September 26, 2024, the Board issued 140,187 shares of the Company’s common stock to each of Miles Jennings and Evan Sohn pursuant to this agreement.F-2

~~Executive~~Report of ~~Incentive~~Independent ~~Program~~Registered Public Accounting Firm

~~Performance~~To ~~Bonuses~~the Stockholders and the Board of Directors of:

~~For fiscal 2023~~Nixxy, each of our named executive officers was eligible to receive an award under the annual executive cash incentive program as follows per the terms of their respective employment agreements: (i) up to 150% of annual base salary for MrInc. ~~Sohn, and (ii) up to 75% of annual base salary for Mr. Jennings. The performance bonuses, as well as severance payments, were canceled in lieu of equity grants.~~

~~The~~Opinion ~~Compensation~~on ~~Committee has~~ the ~~authority~~Financial to grant discretionary equity awards to our executive officers, including our non-statutory stock options, under the 2017 Plan, 2021 Equity Incentive Plan (the “2021 Plan”), and 2024 Equity Incentive Plan (the “2024 Plan”).Statements

InWe ~~Fiscal~~have ~~year~~audited ~~2022~~the ~~and~~accompanying ~~2023~~consolidated balance sheets of Nixxy, Inc. and Subsidiaries (the ~~Compensation~~“Company”) ~~Committee~~as ~~approved~~of ~~the~~December ~~following~~31, ~~grants~~2024, tothe ~~our~~related ~~Named~~consolidated ~~Executive~~statements ~~Officers~~of operations, ~~including~~changes in 8stockholders’ equity,~~333~~ ~~option~~and ~~shares~~cash toflows, ~~Miles~~for ~~Jennings~~the onyear ~~August~~then 30ended, ~~2022,~~and ~~16,666~~the ~~option~~related ~~shares~~notes (collectively referred to ~~Evan~~as ~~Sohn~~the on“consolidated financial ~~August~~statements”). 30In our opinion, ~~2022~~the consolidated financial statements present fairly, 5in all material respects,~~000~~ ~~option~~the ~~shares~~consolidated financial toposition ~~Judy~~of ~~Krandel~~the onCompany ~~August~~as 30of December 31, ~~2022~~2024, and anthe ~~additional~~consolidated ~~3,333~~results ~~option~~of ~~shares~~its onoperations ~~June~~and 8its cash flows the year then ended, ~~2023~~in conformity with accounting principles generally accepted in the United States of America.

OnGoing ~~July 11, 2024, the Board approved to compensate Granger Whitelaw, Chief Executive Officer of the Company at that time, with 250,000 shares of Company common stock.~~ Concern

54The ~~table~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has had historical net losses and net cash used in operating activities and will require additional financing to continue operations in 2025. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty.

~~Outstanding~~Basis ~~Equity~~for ~~Awards at December 31, 2024~~Opinion

AsThese consolidated financial statements are the responsibility of ~~December~~the Company’s ~~31,~~management. ~~2024~~Our ~~there~~responsibility ~~were~~is noto ~~unexercised~~express ~~options,~~an ~~shares~~opinion ~~that~~on ~~have~~the ~~not~~Company’s ~~vested,~~consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~equity~~are ~~incentive~~required ~~plan~~to ~~awards~~be ~~for~~independent ~~our~~with ~~Named~~respect ~~Executive~~to ~~Officers~~the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Compensation~~We conducted our audit in accordance with the standards of ~~Non-Employee~~the ~~Directors~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

WeOur doaudits ~~not~~included ~~compensate~~performing ~~employees~~procedures ~~for~~to ~~serving~~assess the asrisks ~~members~~ of ~~our~~material ~~Board.~~misstatement ~~Our non-employee directors receive compensation for their service as directors and members~~ of ~~committees~~the ofconsolidated ~~the~~financial ~~Board~~statements, ~~consisting~~whether ofdue ~~cash~~to ~~and~~error ~~equity~~or ~~awards. In January 2021~~fraud, ~~our~~and ~~Compensation~~performing ~~Committee~~procedures that ~~approved~~respond ~~an annual retainer~~ to bethose ~~paid to each non-employee director in the amount of $20,000 in cash~~risks. InSuch ~~January~~procedures ~~2022,~~included ~~the Board also approved an incremental stipend of $5~~examining,~~000~~ toon ~~all~~a ~~committee~~test ~~chairpersons~~basis, ~~$3,500~~evidence ~~for~~regarding ~~all non-chairperson members of~~ the ~~audit~~amounts ~~committee,~~ and ~~$2,500~~disclosures ~~for~~in ~~all non-chairperson members of~~ the consolidated ~~nominating~~financial ~~and compensation committee~~statements. ~~With~~Our ~~respect~~audit toalso ~~our~~included ~~non-employee~~evaluating ~~directors,~~ the ~~Board~~accounting ~~approved~~principles ~~one-year~~used ~~stock~~and ~~options~~significant toestimates ~~purchase~~made 1by management,~~000~~ ~~shares~~as ofwell ~~our~~as ~~Common~~evaluating ~~Stock at an exercise price of $36.00 for~~ the ~~year~~overall ~~2021.~~presentation ~~The options shall vest in equal quarterly amounts beginning on the effective date and ending on the first anniversary~~ of the ~~effective~~consolidated ~~date~~financial ~~of the grant~~statements. InWe ~~addition,~~believe ~~directors~~that ~~are~~our ~~reimbursed~~audits ~~for~~provide a reasonable ~~expenses~~basis ~~incurred~~for ~~in attending meetings and carrying out duties as board and committee members. Under the 2017 and 2021 Plans,~~ our ~~non-employee directors receive grants of stock options as compensation for their services on the Board~~opinion.

~~For~~/s/ ~~the~~Salberg ~~years~~& ~~ended 2024 and 2023~~Company, ~~our non-employee directors were compensated as follows in the table below:~~P.A.

Name	Year	Fees Earned orPaid in Cash ($)		Option Awards ($)		All OtherCompensation ($)		Total ($)
Lillian Mbeki(1)	2024		16,667		-		-		16,667
	2023		-		-		-		-
Robert Heath(2)	2024		4,333		-		-		4,333
	2023		26,000		-		-		26,000
Wallace D. Ruiz(4)	2024		30,000		-		-		30,000
	2023		30,000		-		-		30,000
Timothy O’Rourke(3)	2024		3,333		-		-		3,333
	2023		20,000		-		-		20,000
Steve Pemberton(5)	2024		22,500		-		-		22,500
	2023		22,500		-		-		22,500
Deborah Leff(6)	2024		33,500		-		-		33,500
	2023		33,500		-		-		33,500
Granger Whitelaw(7)	2024		21,667		-		-		21,667
	2023		-		-		-		-

SALBERG & COMPANY, P.A.

	(1)	Ms. Mbeki served as our Director since March 2024.
	(2)	Mr. Heath served as our Director from March 2021 until March 2024.
	(3)	Timothy O’Rouke served as our Director from March 2024 until March 2024.
	(4)	Wallace D. Ruiz served as our Director from May 2018 to December 2024.
	(5)	Steve Pemberton served as our Director from March 2021 to December 2024.
	(6)	Deborah S. Leff served as our Director from August 2020 to December 2024.
	(7)	Granger Whitelaw served as our Director from March 2024 to December 2024.

We have served as the Company’s auditor since 2019

55Boca ~~table~~Raton, ~~of Contents~~Florida

~~ITEM~~March ~~12.~~31, ~~SECURITY~~2025 ~~OWNERSHIP~~(Except OFfor ~~CERTAIN~~the ~~BENEFICIAL~~retrospective ~~OWNERS~~reclassifications ~~AND~~in ~~MANAGEMENT~~2024 relating ~~AND~~to ~~RELATED~~discontinued ~~STOCKHOLDER~~operations ~~MATTERS~~ that occurred in 2025 as discussed in Note 6 as to which the date is March 27, 2026).

~~Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Common Stock as of March 28, 2025, of:~~F-3

	•	each of our directors and executive officers; and
	•	each person known to us to beneficially own 5% of our Common Stock on an as-converted basis.

NIXXY, INC. AND SUBSIDIARIES

~~The~~CONSOLIDATED ~~calculations~~BALANCE ~~in the table are based on 15,416,473 common shares issued and outstanding as of March 28, 2025.~~SHEETS

~~Beneficial ownership is determined in accordance with the rules and regulations of the SEC.~~ (In ~~computing~~thousands, ~~the~~except ~~number~~share ~~of shares beneficially owned by a person~~ and ~~the~~per percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.share data)

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Nixxy, Inc., 123 Farmington Avenue, Suite 252, Bristol, CT.


	December 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash	$	182		$	2,533
Accounts receivable, net of allowance for credit losses of $835 and $864, respectively		1,331			8
Prepaid expenses and other current assets		108			459
Investment in Marketable Securities		343			142
Current assets of discontinued operations		–			24
Total current assets	$	1,964		$	3,166
Property and equipment, accumulated depreciation of $61 and $54, respectively		–			7
Intangible assets, net		11,217			801
Goodwill		–			1,747
Non-current assets of discontinued operations		–			1,235
Total assets	$	13,181		$	6,956
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,506		$	1,074
Accrued expenses		930			767
Accrued compensation		125			123
Accrued interest		11			254
Contingent consideration		500			–
Other liabilities		17			17
Loans payable - current portion, net of discount		56			1,199
Line of credit payable		775			–
Refundable deposit on preferred stock purchase		285			285
Contract liabilities		–			49
Current liabilities of discontinued operations		–			608
Total current liabilities		5,205			4,376

Total liabilities		5,205			4,376
Commitments and contingencies (Note 10)		–			–
Stockholders' Equity
Common stock, $0.0001 par value; 200,000,000 shares authorized; 25,946,889 and 15,086,476 shares issued and outstanding as of December 31, 2025, and December 31, 2024, respectively		3			2
Common Stock to be issued, 402,737 and 506,625 shares as of December 31, 2025 and 2024, respectively		–			–
Additional paid-in capital		121,771			101,591
Accumulated deficit		(113,798	)		(99,013	)
Total stockholders' equity		7,976			2,580
Total liabilities and stockholders' equity	$	13,181		$	6,956

Name of Beneficial Owner	No. of SharesBeneficially Owned		% of Class
Evan Sohn		309,396		1.11	%
Miles Jennings		348,421		1.38	%
Adam Yang		-		-
Lillian Mbeki		10,000	*
Elsa Sung (1)		56,945	*
David Kratochvil (2)		56,945	*
All executive officers and directors as a group (6 persons)		781,707		5.07	%
5% Stockholders
ZK International Group Co Ltd.		1,749,975		11.3	%

The accompanying notes are an integral part of these consolidated financial statements.

* Less than 1%.F-4

	(1)	50,000 RSUs vested immediately on Ms. Sung’s date of appointment as director, and the remaining 50,000 RSUs vest in 36 equal increments on a monthly basis, subject to her continued service to the Company.
	(2)	50,000 RSUs vested immediately on Mr. Kratochvil’s date of appointment as director, and the remaining 50,000 RSUs vest in 36 equal increments on a monthly basis, subject to his continued service to the Company.

NIXXY, INC. AND SUBSIDIARIES

56CONSOLIDATED ~~table~~STATEMENTS ofOF ~~Contents~~OPERATIONS

~~Securities~~(In ~~Authorized~~thousands, ~~for~~except ~~Issuance~~share ~~under~~and ~~Equity~~per ~~Compensation Plans~~share data)

The following table sets forth information as of December 31, 2024, with respect to our compensation plans under which equity securities may be issued.


	Year Ended
	December 31, 2025			December 31, 2024
REVENUE
Revenue	$	97,906		$	6
OPERATING EXPENSES
Cost of revenue (exclusive of amortization shown separately below)		97,870			3
Sales and marketing		604			671
Product development		246			41
Amortization of intangibles		1,943			569
Goodwill and intangible assets impairment		1,748			4,721
General and administrative		7,250			7,021
Total operating expenses		109,661			13,026
LOSS FROM CONTINUING OPERATIONS		(11,755	)		(13,020	)
OTHER (EXPENSES) INCOME
Interest expense		(123	)		(654	)
Gain on assets sale		–			1,763
Loss on adjustment of fair value of marketable securities		(136	)		(240	)
Loss on debt extinguishment		–			(8,506	)
Other income (expense)		69			6
Change in fair value of contingent consideration		(1,154	)		–
Total other (expenses) income		(1,344	)		(7,631	)
Loss from continuing operations before income taxes		(13,099	)		(20,651	)
Provision for income taxes		–			–
NET LOSS FROM CONTINUING OPERATIONS		(13,099	)		(20,651	)
Net loss from discontinued operations		(1,884	)		(1,943	)
Net loss		(14,983	)		(22,594	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(14,983	)	$	(22,594	)

NET LOSS FROM CONTINUING OPERATIONS PER COMMON SHARE - BASIC AND DILUTED	$	(0.64	)	$	(3.49	)
NET LOSS FROM DISCONTINUED OPERATIONS PER COMMON SHARE - BASIC AND DILUTED		(0.09	)		(0.33	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.73	)	$	(3.82	)
WEIGHTED AVERAGE COMMON SHARES - BASIC AND DILUTED	$	20,423,471		$	5,910,003

Plan Category	Number of Securitiesto be Issuedupon ExerciseofOutstandingOptions,Warrants, and Rights		Weighted-AverageExercisePrice ofOutstandingOptions,Warrantsand Rights		Number ofSecuritiesRemainingAvailable forFuture Issuanceunder EquityCompensationPlans(ExcludingSecuritiesReflected inColumn (a))
Equity compensation plans approved by security holders:	(a)		(b)		(c)
2017 Equity Incentive Plan (1)		5,000		30.20		82,200
2021 Equity Incentive Plan (1)		8,937		26,48		219,593
2024 Equity Incentive Plan		-		-		759,323
Total		13,937		27.81		1,061,025

The accompanying notes are an integral part of these consolidated financial statements.

~~(1) The weighted average exercise price relates to the options only. RSUs were excluded as they have no exercise price.~~F-5

~~ITEM~~NIXXY, 13INC. ~~CERTAIN RELATIONSHIPS RELATED TRANSACTIONS~~ AND ~~DIRECTOR INDEPENDENCE~~SUBSIDIARIES

~~The~~CONSOLIDATED ~~following~~STATEMENTS ~~includes~~OF aCHANGES ~~summary~~IN of transactions since January 1, 2024 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.STOCKHOLDERS’ EQUITY

57FOR ~~table~~THE ofYEARS ~~Contents~~ENDED DECEMBER 31, 2025 AND 2024

~~GOLQ~~(In ~~License~~thousands, ~~Agreement~~except share data)

On February 23, 2024, the Company entered into a certain Technology License and Commercialization Agreement with GoLogiq, Inc. that supersedes and replaces in its entirety the GOLQ Agreement, as amended by the August 29 Amendment and the August 18 Amendment. Under the GOLQ Licensing Agreement, GOLQ grants the Company a worldwide, exclusive license (the “GOLQ License”) to the Company to develop its fintech technology (the “GOLQ Technology”) and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products (the “Licensed Products”), for a term of 10 years, with automatic two (2) year renewals as further described therein (the “Term”). In exchange with such license, the Company will issue to GOLQ such number of shares of Company common stock that represents 19.99% of the number of issued and outstanding shares of the Company common stock on the business day prior to the effective date as defined therein (the “Shares”). Following the issuance of the Shares, GOLQ will own 16.66% of the issued and outstanding shares of the Company common stock. In addition, the Company shall pay to GOLQ a royalty of five percent (5%) of net sales of Licensed Products, as defined therein, during the Term. Further, GOLQ grants to the Company the option to purchase the GOLQ Technology and the Licensed Products for a purchase price of $400,000 for the duration of the Term, subject to shareholder approval if required under applicable laws and regulations at the time of notice of exercise.


	Common stock				Common stock to be issued					Additional Paid in		Accumulated			Equity Attributable to Noncontrolling			Total Stockholders’
	Shares		Amount		Shares			Amount		Capital		Deficit			Interests			Equity
Balance as of December 31, 2024		15,086,476	$	2		506,625		$	–	$	101,591	$	(99,013	)	$	–		$	2,580
Stock based compensation - Options		–		–		–			–		37		–			–			37
Stock based compensation - Stock		395,000		–		234,167			–		2,546		–			164			2,710
Issuance of common stock upon settlement of debt		300,000		–		(300,000	)		–		–		–			–			–
Issuance of common stock for services		577,774		–		(40,000	)		–		881		–			–			881
Issuance of common stock for intangible assets		6,964,151		1		–			–		12,464		–			137			12,602
Proceeds from sale of common stock in offering		1,113,667		–		113,333			–		1,840		–			–			1,840
Issuance of common stock upon conversion of debt		746,488		–		1,945			–		1,497		–			–			1,497
Issuance of common stock in settlement of consulting contract		650,000		–		–			–		915		–			–			915
Issuance of common stock in private offering		113,333		–		(113,333	)		–		–		–			–			–
Distribution of CognoGroup, Inc.		–		–		–			–		–		198			(301	)		(103	)
Net Loss		–		–		–			–		–		(14,983	)		–			(14,983	)
Balance as of December 31, 2025		25,946,889	$	3		402,737		$	–	$	121,771	$	(113,798	)	$	–		$	7,976

On March 28, 2024, the Company and GOLQ entered into an Amendment to Technology License and Commercialization Agreement (the “Amendment”). Under the Amendment, the Company and GOLQ agreed to and added Section 3.3 to further detail technical assistance from GOLQ to the Company. In addition, Section 5.1 was amended such that the royalty was lowered from eight percent (8%) to five percent (5%) for which the Company granted to GOLQ a warrant to purchase two hundred ninety-two thousand (292,000) shares of Company Common Stock (the “Warrant”) for a price equal to $0.01 per share (the “Exercise Price”). The Warrant may be exercised at any time commencing upon the date that is six (6) months from the Effective Date and terminating at 5:00 P.M., New York time, on the three (3) year anniversary of the Effective Date, unless the closing sale price for the common stock of the Company has closed at or above $5.00 for ten consecutive trading days. Further, the Amendment contains a blocker provision that limits shares issuable under the Warrant such that the shares beneficially owned by GOLQ does not exceed 9.99% of the total number of issued and outstanding shares of the Company’s Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise).

Preferred Stock Series E

Common Stock

Common Stock to be Issued

Additional Paid-in

Accumulated

Total Stockholders’

Amount

Capital

Deficit

Equity

Balance as of December 31, 2023

86,000

–

1,433,903

–

77,349

(76,419

)

930

Stock based compensation - Options

–

112

–

112

Common stock issued for services

–

2,702,374

–

40,000

–

5,502

–

5,502

Conversion of Preferred stock, Series E, to Common stock

(86,000

)

–

28,667

–

Common stock issued in connection with purchase of intangible assets

–

392,155

–

647

–

647

Warrants issued in connection with purchase of intangible assets

–

480

–

480

Issuance of common stock upon conversion of promissory notes

–

454,415

–

797

–

797

Common stock issued upon exercise of warrants for debt conversion

–

213,186

–

592

–

592

Common stock issued upon exercise of warrants for cash, net

–

222,222

–

599

–

599

Common stock issued upon exercise of warrants issued with purchase of intangible assets

–

290,714

–

Proceeds from sale of common stock

–

3,647,640

–

4,331

–

4,332

Issuance of common stock upon settlement

–

89,256

–

153

–

153

Issuance of common stock upon settlement of debt

–

5,611,944

466,625

–

11,029

–

11,030

Net loss

–

(22,594

)

(22,594

)

Balance as of December 31, 2024

–

15,086,476

506,625

–

101,591

(99,013

)

2,580

AsThe aaccompanying ~~result~~notes ofare ~~this~~an ~~transaction~~integral ~~the~~part ~~company issued GOLQ 392,155 shares~~ of these ~~Company’s~~consolidated ~~common~~financial stock valued at $647,055, based on the quoted trading price on the grant date, and warrant to purchase 292,000 shares of Company’s common stock valued at $480,358 based on the Black-Scholes option pricing modelstatements. As of December 31, 2024, the total cost basis in the intangible assets purchased from GoLogiq is $1,127,413, with accumulated amortization of $327,785, and a net carrying value of $799,628. As of the date of this filing, GOLQ holds shares in the Company issued in association with the License, and Granger Whitelaw, who served as our Chief Executive Officer, President, and Director from March 2024 until December 2024, holds an executive position as Chief Executive Officer in GOLQ, so that GOLQ and the Company may be considered related parties.

~~Director Independence~~F-6

~~Our Board has reviewed the materiality of any relationship that each of our directors has with us~~NIXXY, ~~either directly or indirectly~~INC. ~~Based~~AND ~~on this review, our Board has affirmatively determined that each of our current members of our Board, meets the independence requirements under the Listing Rules of The Nasdaq Stock Market, LLC.~~SUBSIDIARIES

~~ITEM~~CONSOLIDATED ~~14.~~STATEMENTS ~~PRINCIPAL~~OF ~~ACCOUNTANT~~CASH ~~FEES AND SERVICES~~FLOWS

~~The~~(In following table provides detail about fees for professional services rendered to us by Salberg & Company, P.A., our independent registered public accounting firm engaged to provide accounting services for the fiscal years ended December 31, 2024 and 2023.thousands)

	Fiscal Year Ended December 31, 2024			Fiscal Year Ended December 31, 2023
	Year Ended
Audit fees (1)	$	132,750		$	132,100
	December 31, 2025			December 31, 2024
Audit related fees (2)		9,500			5,900
Cash Flows From Operating Activities
Tax fees		-			-
Net loss	$	(14,983	)	$	(22,594	)
All other fees		-			-
Adjustments to reconcile net loss to net cash used in operating activities:
Total	$	142,250		$	138,000
Depreciation and amortization expense		2,422			1,055
Equity based compensation expense - stock		4,648			5,503
Equity based compensation expense - options		37			112
Accounts receivable collected on assets held for distribution		7			–
Allowance for (recovery of) credit losses		7			(84	)
Impairment expense		1,748			4,721
Loss on shares issued in settlement of consulting agreement		–			153
Loss on debt settlement		–			8,521
Gain on deconsolidation		(337	)		–
Change in fair value of derivative liability		53			–
Change in fair value of warrant liability		2			(13	)
Loss on adjustment of fair value of marketable securities		136			240
Gain on assets sale		–			(1,763	)
Amortization of debt discount and debt costs		–			177
Change in fair value of contingent consideration		1,154			–
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(1,330	)		458
Decrease (increase) in prepaid expenses and other current assets		416			(207	)
Increase (decrease) in accounts payable and accrued liabilities		1,502			(321	)
Decrease in deferred revenue		(49	)		(54	)
Net cash used in operating activities		(4,567	)		(4,096	)
Cash Flows from Investing Activities:
Purchase of intangible assets		(400	)		–
Proceeds from sale of assets		–			1,763
Net cash (used in) provided by investing activities		(400	)		1,763
Cash Flows from Financing Activities:
Issuance of common stock, net of fees		–			4,331
Repayments of notes		–			(1,072	)
Gross proceeds from exercise of the warrants		–			599
Proceeds from sale of common stock in offering		1,841			–
Proceeds from line of credit payable		775			–
Net cash provided by financing activities		2,616			3,858
Net (decrease) increase in cash		(2,351	)		1,525
Cash, beginning of year		2,533			1,008
Cash, end of year	$	182		$	2,533
Supplemental disclosures of cash flow information:
Cash paid during the year for interest	$	–		$	150
Cash paid during the year for income taxes	$	–		$	–
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock issued upon purchase of intangible assets	$	11,460		$	647
Warrants issued in connection with purchase of intangible assets	$	–		$	480
Issuance of common stock issued upon conversion of note payable	$	–		$	274
Issuance of common stock from conversion of warrants	$	–		$	592
Issuance of common stock for debt settlements	$	–		$	2,706
Stock to be issued for fixed consideration	$	500		$	–
Issuance of common stock upon debt conversion	$	1,497		$	–
D&O Insurance Policy	$	65		$	–
Distribution associated with Spin-off	$	103		$	–

58The ~~table~~accompanying notes are an integral part of these ~~Contents~~consolidated financial statements.

~~Audit Fees~~ F- This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.7

~~Audit-Related~~NIXXY, Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit FeesINC.” ~~The~~AND services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission, review of registration statements and other accounting consulting.SUBSIDIARIES

~~Tax~~NOTES ~~Fees~~TO -CONSOLIDATED ~~This~~FINANCIAL ~~category consists of professional services rendered for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.~~STATEMENTS

~~All~~FOR ~~Other~~THE ~~Fees~~YEARS -ENDED ~~This~~DECEMBER 31, ~~category~~2025 AND ~~consists of fees for other miscellaneous items.~~2024

~~Policy~~NOTE on1 ~~Pre~~-~~Approval~~ ofORGANIZATION ~~Audit~~AND ~~and~~SUMMARY ~~Permissible~~OF ~~Non-audit~~SIGNIFICANT ACCOUNTING ~~Services of Independent Auditors~~POLICIES

Consistent with the SEC policies regarding auditor independence, our Board has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility, our Board has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.Overview

~~Prior~~Nixxy, toInc. ~~engagement~~(“Nixxy”, of the ~~independent~~“Company”, “we”, ~~auditor~~“us”, ~~for~~or ~~next~~“our”) ~~year’s~~is ~~audit,~~a ~~management~~Nevada ~~will~~corporation ~~submit~~engaged anin ~~aggregate~~the ofwholesale ~~services~~telecommunications ~~expected~~business. The toCompany behas ~~rendered~~five ~~during~~wholly-owned ~~that~~subsidiaries: ~~year~~Recruiter.com, ~~for~~Inc.; ~~each~~Nixxy, ofLLC ~~the~~(formerly ~~following~~known ~~four~~as ~~categories~~Recruiter.com ofRecruiting ~~services~~Solutions LLC); toAuralink ~~the~~AI, ~~Board~~Inc. ~~for~~("Auralink"); ~~approval~~Recruiter.com Consulting, LLC and VocaWorks, Inc. (“VocaWorks”).

~~PART~~During IV2023–2025, the Company executed a strategic transformation from a recruitment and staffing services business into a wholesale telecommunications services business. As of December 31, 2025, the Company has divested or spun out substantially all legacy recruiting operations and is primarily engaged in wholesale voice, messaging, and routing and billing solutions.

~~ITEM~~The ~~15.~~Company's ~~EXHIBITS~~common ~~AND~~stock ~~FINANCIAL~~trades ~~STATEMENT~~on ~~SCHEDULES~~the Nasdaq Capital Market under the symbol “NIXX.”

~~(a)~~Principles ~~Documents~~of ~~filed~~Consolidation asand ~~part~~Basis of ~~this Annual Report.~~ Presentation

	(1)	Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item.
	(2)	Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the consolidated financial statements or notes included in this report.
	(3)	Exhibits. See the Exhibit Index.

The accompanying consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Nixxy, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

59Discontinued ~~table of Contents~~Operations

~~EXHIBIT~~On ~~INDEX~~December 30, 2025, the Company completed the separation of its legacy recruiting marketplace business line and assets, through a spin-off. The Company plans to issue shareholders of record on a future date a number of shares of the separated entity common stock for every one share of Nixxy, Inc. common stock on the distribution date.

Exhibit		Incorporated by Reference	Filed or Furnished
No.	Exhibit Description	Form	Date	Number	Herewith
2.1	Agreement and Plan of Merger, by and between Recruiter.com Group, Inc., a Delaware corporation and Recruiter.com Group, Inc., a Nevada corporation, and a wholly owned subsidiary of the Company, resulting in the Company’s reincorporation from the State of Delaware to the State of Nevada	10-K	3/9/21	2.1
2.2	Technology License and Commercialization Agreement between Recruiter.com Group, Inc. and GoLogiq, Inc., dated February 23, 2024	8-K	02/16/24	2.1
2.3	Stock Purchase Agreement, by and between Recruiter.com Group, Inc. and GoLogiq Inc., dated June 5, 2023.	8-K	06/05/23	2.1
2.4	Asset Purchase Agreement, dated as of August 16, 2023, by and between Recruiter.com Group, Inc. and Job Mobz Inc.	8-K	08/16/23	21
3.1	Articles of Incorporation	10-Q	6/25/20	3.1(a)
3.2	Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 27, 2024	8-K	9/26/24	3.1
3.3	Bylaws, as Amended	8-K	9/26/24	3.2
3.4	Certificate of Designation of Series E Convertible Preferred Stock	10-Q	6/25/20	3.1(c)
3.5	Certificate of Change pursuant to NRS 78.209, filed with Nevada Secretary of State on June 17, 2021	8-K	6/24/21	3.1
3.6	Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State on August 22, 2023	8-K	8/28/23	3.1(d)
3.7	Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 3, 2024	8-K	9/10/24	3.1(e)
4.1	Warrant Agent Agreement by and between Recruiter.com Group, Inc., and Philadelphia Stock Transfer, Inc., dated July 2, 2021, including global certificate and form of Warrant used for issuance of Unit Warrants	8-K	7/6/21	4.3
4.2	Promissory Note issued to Parrut, Inc. on July 7, 2021	8-K	7/12/21	4.1
4.3	Promissory Note issued to Novo Group, Inc. on August 27, 2021	8-K	9/2/21	4.1
4.4	Form of Representative Warrants	8-K	7/6/21	4.1
4.5	Form of Placement Agent Warrants	8-K	7/6/21	4.2
4.6	Form of Amended and Restated Warrant	S-1	12/17/21	4.5
4.7	Description of securities registered under Section 12 of the Exchange Act of 1934				Filed
4.8	Form of Common Stock Purchase Warrant granted on August 17, 2022	8-K	08/17/22	4.1
4.9	Form of Common Stock Purchase Warrant granted on August 30, 2022	8-K	08/31/22	4.1
4.10	Warrant to Purchase Stock issued on October 19, 2022+	8-K	10/20/22	4.1
4.11	Form of First Amendment to Common Stock Purchase Warrant, dated as of February 3, 2023	8-K	02/08/23	4.1
10.1	2017 Equity Incentive Plan*	10-K	6/29/18	10.11
10.2	Recruiter.com Group, Inc. 2021 Equity Incentive Plan*	DEFA	7/28/21	A
10.3	Securities Purchase Agreement, dated November 20, 2024, by and between the Company and the Purchasers	8-K	11/20/24	10.1
10.4	Asset Purchase Agreement, dated February 19, 2025, between Nixxy, Inc. and Savitr Tech OU	8-K	02/14/25	10.1
10.5	Bilateral Agreement, dated February 24, 2025, between Mexedia S.p.A. SB and Nixxy, Inc.	8-K	02/24/25	10.1
10.6	Employment Agreement, dated February 24, 2025, between Nixxy, Inc. and Miles Jennings	8-K	02/24/25	10.2
10.7	Asset Purchase Agreement dated March 3, 2025 by and between Atlantic Energy Solutions Inc. and Wizco Group, Inc.	8-K	03/02/25	10.1
10.8	Form of Debt Settlement and Release Agreement, dated September 19, 2024	8-K	09/19/24	10.2
10.9	Recruiter.com Group, Inc. 2024 Equity Incentive Plan	8-K	09/12/24	10.1

In accordance with ASC 205-20, the results of the separated entity are presented as discontinued operations in the consolidated statements of operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Further, the Company reclassified the assets and liabilities as assets and liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2024. The consolidated statements of changes in stockholders' equity and statement of cash flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented reflect only the continuing operations of Nixxy, Inc. unless otherwise noted. See Note 6, Discontinued Operations, for additional information.

60Use ~~table~~ of ~~Contents~~Estimates

21.1	Subsidiaries	10-K	3/9/21	21.1
23.1	Consent of Salberg & Company, P.A.				Filed
31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer				Filed
31.2	Rule 13a-14/15d-14(a) certification of Chief Financial Officer				Filed
32.1	Section 1350 certification of Chief Executive Officer				Furnished**
32.2	Section 1350 certification of Chief Financial Officer				Furnished**
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (embedded within the inline document and included in Exhibit 101)				Filed

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ from management’s estimates and assumptions. Included in these estimates are assumptions used to estimate collection of accounts receivable, fair value of marketable securities, fair value of assets acquired in asset acquisitions and the estimated useful life of assets acquired, fair value of securities issued in asset acquisitions, deferred income tax asset valuation allowances, valuation of stock-based compensation expense, and estimates related to the allocation of expenses, assets, and liabilities to CognoGroup. Critical accounting estimates are the fair value of intangible assets, goodwill, stock options and warrants.

*	Management contract or compensatory plan or arrangement.
**	This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
+	Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplemental to the Securities and Exchange Commission staff upon request.

F-8

~~ITEM~~Cash ~~16.~~and ~~FORM~~Cash ~~10-K SUMMARY~~Equivalents

~~Not~~The ~~applicable~~Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions, and, at times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances as of December 31, 2025. As of December 31, 2025, and December 31, 2024, the Company had $0 thousand and $2.3 million in excess of the FDIC limit, respectively. The Company had no cash equivalents as of December 31, 2025, and 2024.

61Revenue ~~table of Contents~~Recognition

~~SIGNATURES~~The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenue recognition is evaluated through the following five steps:

~~Pursuant~~· toIdentification of the ~~requirements~~contract ofwith ~~Section~~a 13customer or· ~~15(d)~~Identification of the ~~Securities~~performance ~~Exchange~~obligations ~~Act~~in ofthe ~~1934,~~contract · Determination of the ~~registrant~~transaction ~~has~~price ~~duly~~· ~~caused~~Allocation ~~this~~of ~~report~~the transaction price to bethe ~~signed~~performance onobligations ~~its~~· ~~behalf~~Recognition byof ~~the~~revenue ~~undersigned,~~when ~~thereunto~~or ~~duly~~as ~~authorized.~~performance obligations are satisfied

	NIXXY, INC.
Dated: March 31, 2025	By:	/s/ Miles Jennings
		Miles Jennings
		Interim Chief Executive Officer

Telecommunications Services (Continuing Operations)

~~Pursuant~~The toCompany ~~the~~generates ~~requirements~~revenue ofprimarily ~~the~~through its ~~Securities~~Auralink ~~Exchange~~AI ~~Act of 1934~~subsidiary, ~~this~~which ~~report~~operates ~~has~~a ~~been~~cloud-based ~~signed~~telecommunications byplatform ~~the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~providing:

SIGNATURE	TITLE	DATE
/s/ Miles Jennings	Interim Chief Executive Officer and Director (Principal Executive Officer)	March 31, 2025
Miles Jennings
/s/ Adam Yang	Chief Financial Officer	March 31, 2025
Adam Yang
/s/ Evan Sohn	Director	March 31, 2025
Evan Sohn
/s/ Elsa Sung	Director	March 31, 2025
Elsa Sung
/s/ Lillian Mbeki	Director	March 31, 2025
Lillian Mbeki
/s/ David Kratochvil	Director	March 31, 2025
David Kratochvil

	·	Wholesale voice termination
	·	SMS routing and delivery
	·	Carrier interconnect services
	·	Real-time billing and settlement services

62These ~~table~~services ofare ~~Contents~~provided under bilateral carrier agreements that establish pricing based on contractual rate schedules (“Rate Decks”), typically on a per-minute or per-message basis.

~~NIXXY,~~Performance ~~INC.~~ Obligations

~~INDEX~~Each TOsuccessfully ~~CONSOLIDATED~~terminated ~~FINANCIAL~~voice ~~STATEMENTS~~call or delivered SMS message represents a distinct performance obligation. Revenue is recognized at a point in time when the telecommunications service is completed — specifically, when a voice call is successfully terminated or a message is delivered and confirmed by the recipient carrier’s network.

		Page No.
Report of Independent Registered Public Accounting Firm (PCAOB firm ID. 106)		F-2
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations		F-5
Consolidated Statement of Changes in Stockholders’ Equity		F-6
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9

Principal vs. Agent Considerations

~~F-1~~The ~~Table~~Company ofevaluates ~~Contents~~whether it controls the telecommunications services before they are transferred to customers. The Company acts as principal in these transactions because it:

~~Report~~· ofControls ~~Independent~~routing ~~Registered~~infrastructure ~~Public~~· ~~Accounting~~Establishes ~~Firm~~pricing · Is responsible for service delivery · Assumes performance and credit risk · Manages carrier relationships

~~To the Stockholders and the Board of Directors of:~~F-9

~~Nixxy~~Accordingly, ~~Inc~~revenue is recognized on a gross basis. Although settlements with counterparties may occur on a net basis for operational efficiency, revenue and cost of revenue are recorded on a gross basis in the consolidated statements of operations.

~~Opinion~~Contracts onand ~~the~~Payment ~~Financial Statements~~Terms

WeTelecommunications ~~have~~agreements ~~audited~~typically ~~the~~have ~~accompanying~~one-year terms ~~consolidated~~with ~~balance~~early ~~sheets~~termination ~~of Nixxy, Inc~~provisions. ~~and~~Payment ~~Subsidiaries~~terms ~~(the~~are ~~“Company”)~~generally as30 of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as60 ~~the “consolidated financial statements”)~~days. In ~~our~~Revenue ~~opinion,~~is ~~the~~measured ~~consolidated~~based ~~financial~~on ~~statements~~reconciled ~~present~~call ~~fairly,~~detail records ~~in all material respects, the consolidated financial position of the Company as of December 31, 2024~~ and ~~2023,~~traffic and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of Americareports.

~~Going~~Contract ~~Concern~~Liabilities

~~The~~Contract ~~accompanying~~liabilities ~~consolidated~~consist ~~financial~~of ~~statements~~deferred ~~have~~revenue and ~~been~~advance ~~prepared~~customer ~~assuming that the Company will continue as a going concern~~payments. As ~~discussed~~Deferred inrevenue ~~Note~~arises 2when to the ~~consolidated financial statements, the~~ Company ~~has~~receives ~~had~~consideration ~~historical~~from ~~net~~customers ~~losses~~prior ~~and net cash used in operating activities and will require additional financing~~ to ~~continue~~satisfying ~~operations~~the related inperformance ~~2025~~obligations. ~~These~~ ~~matters~~Deferred ~~raise~~revenue ~~substantial~~is ~~doubt~~recognized ~~about the Company’s ability to continue~~ as arevenue ~~going~~when ~~concern. Management’s~~the ~~Plans~~Company infulfills ~~regard~~its toperformance ~~these~~obligations ~~matters~~under the ~~are also described in Note 2~~contract. The ~~consolidated~~Company ~~financial~~does ~~statements do~~ not ~~include~~have any ~~adjustments~~contract ~~that~~liabilities ~~might~~as ~~result from the outcome~~ of ~~this~~December ~~uncertainty~~31, 2025.

~~Basis~~Revenue ~~for Opinion~~Disaggregation

~~These~~In ~~consolidated~~accordance ~~financial~~with ~~statements~~ASC ~~are~~606-10-50-5, the ~~responsibility of the~~ Company’s disaggregates ~~management. Our~~revenue ~~responsibility~~by isrevenue tostream ~~express~~and anreporting ~~opinion~~period onto ~~the~~depict ~~Company’s~~how ~~consolidated financial statements based on our audits. We are a public accounting firm registered with~~ the ~~Public~~nature, ~~Company~~amount, ~~Accounting~~timing, ~~Oversight~~and ~~Board~~uncertainty ~~(United~~of ~~States)~~revenue ~~(“PCAOB”)~~ and cash flows are ~~required~~affected toby beeconomic ~~independent~~factors. ~~with~~The ~~respect~~following totables ~~the~~present ~~Company~~revenues indisaggregated ~~accordance~~by ~~with~~revenue ~~the~~stream ~~U.S.~~for ~~federal~~each ~~securities laws and the applicable rules and regulations~~ of the ~~Securities~~years ended ~~and~~December ~~Exchange~~31, ~~Commission~~2025 and ~~the PCAOB.~~ 2024:

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Schedule of revenue disaggregation
	Years Ended December 31,
(in thousands)	2025		2024
Telecommunication services	$	97,906	$	–
Consulting and staffing services		–		6
Total revenue	$	97,906	$	6

~~Our~~Revenue ~~audits~~from ~~included~~international ~~performing~~sources ~~procedures~~is todetermined based ~~assess~~on the ~~risks~~customer’s oflocation, ~~material~~regardless ~~misstatement~~ of where the ~~consolidated~~services ~~financial~~are ~~statements,~~performed ~~whether due to error~~ or ~~fraud,~~products ~~and~~are ~~performing~~delivered. ~~procedures~~Revenue ~~that~~from ~~respond~~international sources towas ~~those~~approximately ~~risks~~100.0% ~~Such procedures included examining, on a test basis, evidence regarding the amounts~~ and ~~disclosures in the consolidated financial statements~~2.0% ~~Our~~for ~~audits also included evaluating~~ the ~~accounting~~year ~~principles~~ended ~~used~~December 31, 2025, and ~~significant estimates made by management~~2024, ~~as well as evaluating the overall presentation of the consolidated financial statements~~respectively. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~F-2~~Cost ~~Table~~ of ~~Contents~~Revenue

~~Critical~~Cost ~~Audit~~of ~~Matters~~revenue in 2024 consisted of employee costs, third party staffing costs and other fees, outsourced recruiter fees and commissions based on a percentage of Nixxy, LLC gross margin, almost entirely attributable to discontinued operations (See Note 6). In 2025, cost of revenue consisted almost entirely of Auralink related technology and supply costs.

~~The~~Accounts critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.Receivable

~~Goodwill~~Credit ~~Impairment~~is ~~Assessment~~extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Any required allowance is based on specific analysis of past due accounts and also considers historical trends of write-offs. Past due status is based on how recently payments have been received from customers. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. Accounts receivable is presented net of allowance for doubtful accounts on the consolidated balance sheet. The Company has recorded an allowance for credit losses of $835 thousand and $864 thousand as of December 31, 2025, and December 31, 2024, respectively from continuing operations. Credit loss expense (recovery) was $7 thousand and $(66) thousand for the years ended December 31, 2025, and 2024, respectively from continuing operations.

As described in footnote 1 “Goodwill” and in footnote 5, “Goodwill and Other Intangible Assets” to the consolidated financial statements, the Company’s consolidated Goodwill balance was $2,405,341 at December 31, 2024. Goodwill is tested for impairment by management at least annually at the reporting unit level. The determination of fair value of a reporting unit for the goodwill impairment test requires management to make significant estimates and assumptions in a market approach valuation method such as comparable valuation multiples. As disclosed by management, changes in these assumptions could have a significant impact on the fair value of the reporting unit and any potential impairment charges.F-10

WeProperty ~~identified~~and ~~the goodwill impairment assessment as critical audit matter. Auditing management’s judgments regarding the assumptions discussed above involved a high degree of subjectivity.~~Equipment

~~The~~Property ~~primary~~and ~~procedures~~equipment weare ~~performed~~stated toat ~~address~~cost, less ~~these~~accumulated ~~critical~~depreciation. ~~audit~~Depreciation ~~matters~~is ~~included~~recognized ~~(a)~~over ~~gained~~ an ~~understanding of management~~asset’s ~~process~~estimated touseful ~~conduct~~life using the ~~impairment~~straight-line ~~test~~method beginning ~~(b)~~on ~~evaluated~~the ifdate ~~the~~an ~~valuation~~asset ~~method~~is ~~used~~placed byin ~~management~~service. ~~was~~The ~~appropriate~~Company ~~(c)~~regularly ~~evaluated~~evaluates the ~~reasonableness~~estimated remaining useful lives of the Company’s ~~comparable~~property ~~valuation~~and ~~multiples~~equipment ~~assumptions~~to ~~including~~determine ~~the~~whether ~~relevance~~events ~~and~~or changes in circumstances warrant a revision to the ~~reliability~~remaining period of ~~the~~depreciation. ~~data~~Maintenance ~~utilized~~and inrepairs are charged to expense as incurred. Depreciation expense from continuing operations for the ~~market~~years ~~approach~~ended ~~valuation~~December 31, ~~method~~2025, and ~~(d)~~2024 ~~recomputed~~was ~~the~~$8 thousand ~~valuation~~and ~~amount.~~$22 thousand, Werespectively, ~~agreed~~and ~~with~~is ~~management’s~~included ~~conclusion~~in general and administrative expenses in the accompanying consolidated statement of operations.

~~/s/~~Concentration ~~Salberg~~of &Credit ~~Company,~~Risk ~~P.A.~~and Significant Customers and Vendors

~~SALBERG~~As &of ~~COMPANY~~December 31, P2025, three customers accounted for more than 10% of the accounts receivable balance, at 60% in the aggregate.A As of December 31, 2024, two customers accounted for more than 10% of the accounts receivable balance, at 61% in the aggregate.

WeFor ~~have~~the ~~served~~years asended December 31, 2025, two customers accounted for 10% or more of total revenue, at 29% in the ~~Company’s~~aggregate. ~~auditor~~For ~~since~~the ~~2019~~years ended December 31, 2024, no customers accounted for 10% or more of total revenue.

~~Boca~~The ~~Raton,~~Company ~~Florida~~uses a related party firm located overseas for software development and maintenance related to our website and the platform underlying our operations.

~~March~~The ~~31,~~Company ~~2025~~was a party to a license agreement with a related party firm (see Note 11).

~~F-3~~The ~~Table~~Company used a related party firm to provide certain employer of ~~Contents~~record services (see Note 11)

~~NIXXY,~~Advertising ~~INC.~~and ~~AND~~Marketing ~~SUBSIDIARIES~~Costs

~~CONSOLIDATED~~Advertising ~~BALANCE~~and ~~SHEETS~~marketing costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations. Advertising and marketing costs from continuing operations were $700 thousand and $671 thousand for the years ended December 31, 2025, and 2024, respectively.

	December 31,			December 31,
	2024			2023
ASSETS
Current assets:
Cash	$	2,532,990		$	1,008,408
Accounts receivable, net of allowance for doubtful accounts of $863,747 and $1,051,411, respectively		32,205			405,786
Prepaid expenses and other current assets		459,292			252,099
Investment in Marketable Securities		142,275			382,144
Total current assets		3,166,762			2,048,437
Property and equipment, net of accumulated depreciation of $66,387 and $38,776, respectively		8,700			36,311
Intangible assets, net		1,376,485			1,301,337
Goodwill		2,405,341			7,101,084
Total assets	$	6,957,288		$	10,487,169
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,141,978		$	1,696,022
Accrued expenses		771,399			770,625
Accrued compensation		122,995			154,764
Accrued interest		253,711			280,597
Deferred payroll taxes		-			2,484
Other liabilities		17,333			82,188
Loans payable - current portion, net of discount		1,198,617			5,631,633
Refundable deposit on preferred stock purchase		285,000			285,000
Warrant liability		490,541			504,000
Contract liability		95,396			149,848
Total current liabilities		4,376,970			9,557,161
Total liabilities		4,376,970			9,557,161
Commitments and contingencies (Note 10)
Stockholders' Equity
Preferred Stock, 10,000,000 authorized, $0.0001 par value		-			-
Preferred stock, Series D, $0.0001 par value; 2,000,000 shares authorized; no shares issued and outstanding as of December 31, 2024, and 2023		-			-
Preferred stock, Series E, $0.0001 par value; 775,000 shares authorized; 0 and 86,000 shares issued and outstanding as of December 31, 2024, and 2023, respectively		-			9
Preferred stock, Series F, $0.0001 par value; 200,000 shares authorized; no shares issued and outstanding as of December 31, 2024, and 2023		-			-
Common stock, $0.0001 par value; 200,000,000 shares authorized; 15,086,476 and 1,433,903 shares issued and outstanding as of December 31, 2024, and December 31, 2023, respectively		1,509			143
Common Stock to be issued, 506,625 and 0 shares as of December 31, 2024 and 2023, respectively		49			-
Additional paid-in capital		101,591,471			77,348,939
Accumulated deficit		(99,012,711	)		(76,419,083	)
Total stockholders' equity		2,580,318			930,008
Total liabilities and stockholders' equity	$	6,957,288		$	10,487,169

Filing Compare · Nixxy, Inc.