RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 11 - RELATED PARTY TRANSACTIONS
General
The Company accounts for and discloses related party transactions in accordance with ASC 850, Related Party Disclosures. All related party transactions are reviewed and approved by the Company’s Board of Directors or an appropriate committee to ensure that the terms are fair and reasonable and in the best interest of the Company.
Related Party Transactions
Under a technology services agreement entered into on January 17, 2020, the Company uses a related party firm of the Company, Recruiter.com Mauritius, for software development and maintenance related to the Company's website and platform underlying operations. This was an oral arrangement prior to January 17, 2020. The initial term of the Services Agreement is five years, whereupon it shall automatically renew for additional successive 12-month terms until terminated by either party by submitting a 90-day prior written notice of non-renewal. The firm was formed outside of the United States solely for the purpose of performing services for the Company and has no other clients. The consultant to the Company, who was the Company's Chief Technology Officer until July 15, 2021, and thereafter the Company's Chief Web Officer until August 23, 2023, is an employee of Recruiter.com Mauritius and exerts control over Recruiter.com Mauritius. Pursuant to the Services Agreement, the Company has agreed to pay Recruiter.com Mauritius fees in the amount equal to the actualized documented costs incurred by Recruiter.com Mauritius in rendering the services pursuant to the Services Agreement, expenses to this firm were $0 for the three months ended March 31, 2026 and 2025.
On February 23, 2024, the Company entered into a certain Technology License and Commercialization Agreement with GoLogiq, Inc. (the “GOLQ”) that supersedes and replaces in its entirety the GOLQ Agreement, as amended by the August 29, 2023 Amendment and the August 18, 2023, Amendment. Under the GOLQ Licensing Agreement, GOLQ grants the Company a worldwide, exclusive license to the Company to develop its fintech technology and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products, for a term of 10 years, with automatic two-year renewals.
On March 7, 2024, the Company appointed the CEO and Director of GOLQ to be the new Chief Executive Officer and President. On December 12, 2024, he resigned from his position as member of the Board of Directors of Nixxy, Inc. effective immediately and as Chief Executive Officer. His resignation was not due to any disagreement with the Company.
On March 28, 2024, the Company and GOLQ entered into an Amendment to Technology License and Commercialization Agreement to decrease the future royalty from eight percent to five percent for which the Company agreed to grant GOLQ a warrant to purchase 292,000 shares of Company common stock for a price equal to $0.01 per share. As a result of this transaction the company issued GOLQ shares of Company’s common stock valued at $647 thousand, based on the quoted trading price on the grant date, and warrant to purchase shares of Company’s common stock valued at $480 thousand based on the Black-Scholes option pricing model. As of March 31, 2026, the total cost basis in the intangible assets purchased from GoLogiq is $1.1 million with accumulated amortization of $803 thousand and a net carrying value of $325 thousand.
The Company has engaged a related party firm of the Company, Logiq Inc, for marketing and advisory services related to new initiatives for the Data AI acquisitions, sourcing strategic partnerships in Europe, Asia, and Africa, and digital marketing services. Expenses to this firm were $0 and $151 thousand for the three months ended March 31, 2026, and 2025, respectively. These expenses are included in sales and marketing expenses in the consolidated statements of operations.
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