Nixxy, Inc. 8-K

What Happened Nixxy, Inc. (NIXX) filed an 8-K reporting that CEO and director Mike Schmidt resigned effective July 2, 2026; the Company said his resignation was not due to any disagreement with the Company. The board appointed longtime director David Kratochvil (age 60) as CEO on July 2, 2026; he will continue to serve on the board. The Company and Mr. Kratochvil entered into an employment agreement dated July 9, 2026.

Key Details

• Resignation and appointment dates: Mike Schmidt resigned effective July 2, 2026; David Kratochvil appointed CEO on July 2, 2026.
• Employment terms for Mr. Kratochvil: $180,000 annual base salary and eligibility (subject to Board approval) for 100,000 stock units under the 2024 Equity Incentive Plan — 50,000 units vest on the effective date and 50,000 vest in equal quarterly installments over the following 12 months. Initial term is 12 months.
• Severance/change-of-control: If terminated without cause after the first 90 days, Mr. Kratochvil gets one month’s base pay and health insurance (with a release). On a change of control, unvested units accelerate; termination without cause or a material role change in connection with a change of control entitles him to four months’ base salary.
• Nasdaq listing update: Nasdaq notified the Company (Feb 20, 2026) of noncompliance with the $1.00 minimum bid rule, but on July 2, 2026 confirmed NIXX had a closing bid ≥ $1.00 for at least 10 consecutive business days (June 17–July 1, 2026) and has regained compliance.

Why It Matters Leadership change is material for investors because the CEO sets strategic direction and execution pace; the board promoted an existing director with extensive finance and life‑science transaction experience, and his compensation is modest with equity incentives tied to service. Regaining Nasdaq’s minimum bid-price requirement removes an immediate delisting threat, but the company warned it may not be able to maintain that compliance in the future. Investors should note the effective dates, the employment and severance terms, and monitor future disclosures for any strategy or management updates.