Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 20, 2024, Nixxy, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the purchasers identified on the signature pages thereto (the "Purchasers"), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 1,416,665 shares (the "Shares") of common stock, par value $0.0001, of the Company at a purchase price of $1.50 per Share for aggregate gross proceeds to the Company of approximately $2.1 million, before deducting estimated offering expenses payable by the Company.

The Shares are being sold pursuant to the 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.

The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Offering is expected to close on or about November 21, 2024, subject to satisfaction of customary closing conditions.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the opinion of Hutchison & Steffen, PLLC relating to the validity of the Shares is filed herewith as Exhibit 5.1.