Nixxy, Inc. Announces Binding Letter of Intent for Business Combination with Tachyon 9 Corporation and Direct Offering of Common Stock
Key Highlights
- Binding Letter of Intent (LOI) for Business Combination: Nixxy, Inc. (NASDAQ: NIXX) has entered into a binding, amended and restated Letter of Intent with Tachyon 9 Corporation, a Delaware entity, outlining a proposed multi-step business combination. The plan is to merge into a single publicly traded company focused on digital infrastructure for Artificial Intelligence (AI).
- Legally Binding Agreement: The LOI is enforceable by law and is intended to serve as the basis for definitive agreements. However, there is no guarantee that such agreements will be executed as planned or at all.
- Shareholders’ Approval and NASDAQ Listing: The transaction is subject to shareholder approval as required by applicable law and Nasdaq Listing Rules, as well as approval for the listing of the combined company. Change-of-control or initial listing review may be required.
- Financing and Capital Raising: Nixxy, as a publicly traded company on Nasdaq, has multiple avenues for capital raising to fund joint data center projects with Tachyon. Tachyon Group claims it can facilitate financing for Nixxy to purchase GPUs and other infrastructure.
- Due Diligence and Regulatory Filings: Both parties retain the right to conduct comprehensive financial, legal, tax, technical, and operational due diligence. Tachyon has agreed to cooperate fully with Nixxy regarding SEC filings and disclosures.
- Disclosure Controls: Public announcements regarding the business combination will require mutual consent, except where disclosure is required by law. Nixxy reserves the right to make required filings and disclosures, including a Current Report on Form 8-K.
- Definitive Agreements: The parties acknowledge the need for negotiation and execution of mutually acceptable definitive agreements, which may include merger agreements, stock or asset purchase agreements, contribution agreements, support agreements, investor rights, lock-up agreements, registration rights, employment or consulting agreements, and other customary transaction documents.
- Expense Allocation: Each party will bear its own legal, accounting, advisory, and other costs related to the transaction.
Direct Offering of Common Stock
- Registered Direct Offering: On June 9, 2026, Nixxy entered into stock purchase agreements with three investors to sell 484,375 shares of common stock at \$0.64 per share. The aggregate gross proceeds are expected to be \$310,000, before offering expenses.
- Offering Details: The offering is conducted under an effective shelf registration statement on Form S-3 (File No. 333-296322), with the prospectus supplement filed pursuant to Rule 424(b)(5). The SEC declared the registration effective on June 2, 2026.
- Legal Opinion Filed: Pearl Cohen Zedek Latzer Baratz LLP has provided a legal opinion regarding the validity of the shares, which is attached as Exhibit 5.1.
Potential Price-Sensitive Information for Shareholders
- Business Combination Transaction: The proposed combination with Tachyon 9 Corporation, if completed, will result in a single, publicly traded digital infrastructure platform company focused on AI. This strategic move could significantly reshape Nixxy’s business profile and growth prospects.
- Capital Raising and Infrastructure Expansion: The partnership aims to leverage Nixxy’s access to capital markets and Tachyon’s industry connections to fund and expand high-performance computing (HPC) data centers. This could attract investment-grade tenants and bolster revenue opportunities.
- Regulatory and Shareholder Approvals: The transaction depends on successful completion of shareholder votes and Nasdaq listing requirements. Any delay or failure to secure such approvals could impact share value.
- Forward-Looking Statements: Management has made forward-looking statements about growth, revenue scale, operating leverage, and workflow development, but these involve risks and uncertainties. Actual results could differ materially.
- Risk Factors: Investors should review Nixxy’s Annual Report on Form 10-K and other SEC filings for detailed risk disclosures.
Exhibits Filed
- Opinion of Pearl Cohen Zedek Latzer Baratz LLP (Exhibit 5.1)
- Binding Letter of Intent (Exhibit 10.1)
- Consent of Pearl Cohen Zedek Latzer Baratz LLP (Exhibit 23.1)
- Cover Page Interactive Data File (Exhibit 104, Inline XBRL)
Corporate Signatures
Report signed by Mike Schmidt, Chief Executive Officer, on June 15, 2026.
What Investors Should Watch
- Completion of the Business Combination: The successful negotiation and execution of definitive agreements with Tachyon 9 Corporation could be a major catalyst for Nixxy’s shares, potentially boosting investor confidence and valuation.
- Capital Raising and Expansion: The direct offering and partnership with Tachyon signal Nixxy’s intent to expand its AI and digital infrastructure footprint, which may attract institutional investors or strategic partners.
- Regulatory Filings and Approvals: Timely completion of SEC filings, shareholder votes, and Nasdaq approvals will be critical. Any delays or adverse outcomes could affect share prices.
- Risk of Non-Completion: There is no assurance that definitive agreements will be executed or that the business combination will close as expected.
- Forward-Looking Risks: All forward-looking statements are subject to significant risk factors, and actual results may differ materially.
Disclaimer: This article is intended for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities. Investors should conduct their own due diligence and consult with professional advisors. All forward-looking statements are subject to risks and uncertainties. Nixxy, Inc. expressly disclaims any obligation to update forward-looking statements except as required by law.
