Nixxy (NIXX) Registration Filing summary

Company overview and business model

• Operates as a holding company with a history in on-demand recruiting, job board platforms, and recruitment software, now pivoting to fintech and SaaS for SMBs via a license with GoLogiq for CreateApp, Paylogiq, and Gologiq products.

• Undergoing strategic transformation: sold staffing business and core website, spinning out legacy recruiting assets to a new entity (CognoGroup) to focus on technology-driven business models.

• New strategy centers on acquiring and modernizing traditional businesses with data and technology, targeting scalable, profitable acquisitions and unifying platforms into a SaaS framework.

• Core offering now includes a PaaS platform enabling SMBs to create mobile apps and access e-commerce/payment solutions without technical expertise.

Financial performance and metrics

• Revenue for the nine months ended September 30, 2024, was $0.5M, down 84% from $3.0M in the prior year period, reflecting the business transition.

• Net loss for the nine months ended September 30, 2024, was $15.1M, compared to a net loss of $5.9M in the prior year period.

• Gross profit margin improved to 99% for the nine months ended September 30, 2024, due to a shift to higher-margin marketplace solutions.

• As of September 30, 2024, cash was $2.2M, with a working capital deficit of $1.9M and accumulated deficit of $91.5M.

• For the year ended December 31, 2023, revenue was $3.2M (down from $21.3M in 2022), with a net loss of $7.7M.

Use of proceeds and capital allocation

• Estimated net proceeds from the offering are $64.25M (assuming full subscription at $3.21/share), to be used for working capital, strategic, and general corporate purposes.

• Management has broad discretion over the use of proceeds, with no minimum offering amount required.