Nixxy, Inc. 8-K

What Happened

• Nixxy, Inc. filed an 8-K on June 15, 2026 disclosing an amended and restated binding Letter of Intent (LOI) with Tachyon 9 Corporation to pursue a multi-step business combination that would combine the companies into a single publicly traded digital infrastructure platform focused on AI and high-performance computing. Under the LOI, Nixxy would acquire 100% of Tachyon’s capital stock (or substantially all assets). Tachyon’s business includes rights to a proposed 620‑acre hyperscale development campus in North Dakota targeting up to ~1 gigawatt of power capacity and certain data‑center equipment with an aggregate stated value of approximately $64 million.
• Tachyon’s group is preliminarily valued at about $1 billion (to be confirmed by an external valuation). Tachyon shareholders would receive Nixxy common stock at a conversion price equal to the five‑day VWAP prior to LOI disclosure (subject to agreed floor/cap). Immediately after closing, Tachyon stockholders are expected to hold at least 90% of the combined company and Nixxy stockholders at least 5%. The LOI is intended to be binding, but definitive agreements and closing are not assured and remain subject to many conditions.

Key Details

• LOI signed June 15, 2026; Tachyon valuation estimated at ~$1 billion (external valuation required).
• Tachyon assets include rights to a 620‑acre campus targeting ~1 GW and equipment stated at ~$64 million.
• Tachyon to seek up to $75 million in PIPE financing via five‑year secured convertible promissory notes that will convert into Tachyon stock prior to closing; up to $25 million of PIPE proceeds may be loaned to Nixxy if conditions are met. PIPE note holders’ sole recourse (subject to customary exceptions) is the pledged Tachyon equipment. If closing does not occur within 12 months, PIPE notes terminate and PIPE holders assume the equipment.
• Governance: Tachyon may designate one director upon a $10 million payment tied to PIPE notes and three additional directors upon closing; initial combined board expected to have five members.
• Financing already completed: On June 9, 2026 Nixxy sold 484,375 shares at $0.64/share in a registered direct offering for gross proceeds of $310,000 (opinion on validity of shares filed as Exhibit 5.1).

Why It Matters

• This LOI describes a potential transformational merger that would reposition Nixxy into the AI/high‑performance computing infrastructure space and could materially change ownership and control—Tachyon investors are expected to own the vast majority of the combined company.
• The deal depends on multiple approvals and conditions (Nixxy board and stockholder approval, Nasdaq review/approval, availability of PCAOB‑audited Tachyon financials, due diligence, and a fairness opinion), so it is not guaranteed to close.
• The proposed PIPE structure is secured by Tachyon equipment and includes special conversion and termination provisions that could affect recoveries and dilution. Retail investors should note both the potential upside of a larger platform and the significant dilution and transaction risk disclosed in the filing.