DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2026

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 6 - DISCONTINUED OPERATIONS

As disclosed in Note 1, on December 30, 2025, the Company completed the spin-off of CognoGroup, Inc., which was effectively a separation of the legacy recruiting business from the Company's telecommunications business. All assets, liabilities, equity, and income (loss) related to the historical "Marketplace solutions" line of business and the CognoGroup, Inc. subsidiary were spun-off, and where applicable, transferred as a part of this transaction. This was done as the main focus of the Company's strategic shift toward telecommunications and away from the legacy recruiting business. As a result of the distribution, Nixxy, Inc. intends to issue to shareholders of record at a future date a number to be determined at a future date of shares of CognoGroup, Inc. common stock for every one share of Nixxy, Inc. common stock on the distribution date.

In accordance with applicable accounting guidance, the results of CognoGroup, Inc. are presented as discontinued operations in the consolidated statements of operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Further, there are no assets or liabilities of CognoGroup, Inc. in the consolidated balance sheet as of December 31, 2025. The consolidated statements of cash flows are presented on a consolidated basis for both continuing operations and discontinued operations.

The Company determined all of the required criteria for held-for-sale in accordance with ASC 205-20-45-1E and discontinued operations classification were met as of December 31, 2025.

In accordance with ASC 205-20, Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity (disposal group) is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the disposal group meets the criteria to be classified as held-for-sale or distribution. The consolidated statements of operations reported for the fiscal 2026 and 2025 periods report the results of operations of the discontinued operations separate from the results from continuing operations.

The following table presents the major components of "Net loss from discontinued operations" as reported in the consolidated statements of operations for the three months ended March 31 2026, and 2025:


		Three Months Ended March 31,
(in thousands)		2026				2025
Revenue		$	–			$	135
Cost of revenue (exclusive of amortization shown separately below)			–				1
Gross profit			–				134
Operating expenses:
Sales and marketing			–				146
Product development			–				4
General and Administrative			–				824
Amortization of intangibles			–				110
Total operating expenses			–				1,084
Loss from discontinued operations			–				(950	)
Other Income (expense)
Change in fair value of warrant liability			–				(8	)
Change in fair value of derivative liability			–				113
Total other income (expense)			–				105
Net loss from discontinued operations		$	–			$	(845	)

The following table presents significant cash flow items from discontinued operations for the three months ended March 31, 2026 and 2025:


		Three Months Ended March 31,
(in thousands)		2026				2025
Net loss		$	–			$	(845	)
Depreciation and amortization expense		$	–			$	111
Equity based compensation expense - stock		$	–			$	465