Nixxy, Inc. Goodwill & Intangibles Disclosure
NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Goodwill is accounted for in accordance with ASC 350, Intangibles - Goodwill and Other, which requires that goodwill is not amortized but tested for impairment at least annually and more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs its goodwill impairment testing using appropriate valuation methods, such as discounted cash flow analysis and market approach techniques, consistent with ASC 350 guidance. Impairment charges, if any, are recognized in the consolidated statements of operations as a non-cash expense, and the carrying value of goodwill is adjusted accordingly.
As of December 31, 2024, the Company determined that the carrying value of its online recruiting reporting unit exceeded its estimated fair value under the market approach. As a result, the Company recorded a non-cash goodwill impairment charge of $4.7 million in the consolidated statements of operations. The impairment was primarily driven by a decline in revenue from the Company's online recruiting platform, which reduced the estimated fair value under the market-based revenue multiple analysis. Following this impairment, the goodwill carrying value associated with continuing operations was reduced to $ million as of December 31, 2024.
For the year ended December 31, 2025, the Company performed the goodwill impairment assessment and concluded that the remaining goodwill associated with the Company's legacy online recruiting operations, which no longer represent part of the Company’s core business following the spin-off of the recruiting business, should be fully impaired. Accordingly, the Company recorded a non-cash goodwill impairment charge of $1.7 million.
As a result of this impairment, the carrying value of goodwill was reduced to $0 as of December 31, 2025.
The changes in the carrying amount of goodwill for the years ended December 31, 2025, and 2024 are as follows:
| (in thousands) | December 31,2025 | December 31,2024 | ||||||
| Carrying value - January 1 | $ | 1,747 | $ | 6,443 | ||||
| (1,747 | ) | (4,696 | ) | |||||
| Carrying value - end of year | $ | – | $ | 1,747 | ||||
Intangible Assets
Intangible assets consist primarily of software platforms, telecommunications billing systems, artificial intelligence technologies, licenses, domains, and other intellectual property acquired through asset acquisitions and licensing agreements. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, generally ranging from three to ten years, in accordance with ASC 350, Intangibles – Goodwill and Other.
GoLogiq Technology License
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 21, 2024 he resigned from his position as member of the Board of Directors of Nixxy, Inc. His resignation was not due to any disagreement with the Company (See Note 11).
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 shares of the Company's common stock, valued at $647 thousand, based on the quoted trading price on the grant date, and warrants to purchase shares of the Company's common stock valued at $480 thousand based on the Black-Scholes option pricing model.
The Company recorded $328 thousand of amortization expense for the year ended December 31, 2024.
As of December 31, 2025, the GoLogiq license intangible asset had cost basis of $1.1 million with accumulated amortization: $709 thousand and a net carrying value of $419 thousand.
Savitr Tech Systems
On February 20, 2025, the Company acquired telecommunications billing and AI-integrated software systems from Savitr Tech OU, an Estonia-based telecommunications technology company.
The purchase price totaled $2.3 million, consisting of $300 thousand in cash and two tranches of equity consideration totaling up to 9.8% of the Company’s outstanding shares, contingent on revenue milestones.
On March 31, 2025, the Company issued shares of its common stock valued at approximately $1.4 million as the first tranche of equity consideration. The Company initially recorded a contingent consideration liability of $605 thousand for the remaining equity obligation. During the year ended December 31, 2025, the Company recorded a $1.2 million loss related to changes in the fair value of the contingent consideration, and the liability was reduced to $0 upon settlement. The transaction was accounted for as an asset acquisition under ASC 805, as substantially all of the fair value of the acquired assets was concentrated in identifiable customer telecommunications contracts.
As of December 31, 2025, the Savitr intangible asset had a cost basis of $2.3 million with an accumulated amortization of $404 thousand and a net carrying value of $1.9 million.
Aqua Software System
On March 28, 2025, the Company acquired certain telecommunications billing systems and AI software assets from Aqua Software Technologies Inc., a Canadian telecommunications software company.
The purchase price consisted of $100 thousand in cash and $3.8 million, payable in the form of shares of the Company’s common stock, valued at $1.82 per share, based on the closing price on the Nasdaq Capital Market as of March 28, 2025. The acquisition was accounted for as an asset acquisition under ASC 805. The assets are amortized over an estimated five-year useful life.
As of December 31, 2025, the Aqua software assets had accumulated amortization of $591 thousand and a net carrying value of $3.3 million.
NexGenAI System
On June 3, 2025, the Company acquired certain generative AI and machine learning software technologies from NexGenAI Holding Group, Inc.
The purchase price totaled $2.3 million, payable through restricted shares of common stock issued in four installments, based on the 10-day volume-weighted average price (VWAP) preceding each issuance. Installments issued during 2025 include:
| · | shares issued June 5, 2025 ($750 thousand) | |
| · | shares issued September 25, 2025 ($500 thousand) | |
| · | shares issued December 22, 2025 ($500 thousand) |
As of December 31, 2025, the Company recorded a $500 thousand stock consideration payable representing the remaining installment to be issued.
The acquired assets are amortized over a five-year useful life. As of December 31, 2025, the NexGenAI assets had accumulated amortization of $261 thousand and a net carrying value of $2.0 million.
Everythink EDGE Data Center
On August 12, 2025, the Company acquired EDGE data center software infrastructure, customer telecommunications contracts, and related intellectual property from Everythink Innovation Limited.
The purchase price consisted of 2,000,000 shares of common stock, valued at $1.89 per share, and $150 thousand cash consideration payable upon future financing or cash balance conditions. The equity portion of the consideration was satisfied on August 12, 2025, when the Company issued shares.
The assets are amortized over a five-year useful life. As of December 31, 2025, the Everythink assets had accumulated amortization of $305 thousand and a net carrying value of $3.6 million.
Intangible assets from continuing operations are summarized as follows:
| December 31, 2024 | December 31, 2025 | |||||||||||||||||||||||||||||||
| (in thousands) | Cost Basis | Impairment | Accumulated Depreciation | Net Book Value | Cost Basis | Impairment | Accumulated Depreciation | Net Book Value | ||||||||||||||||||||||||
| Customer contracts | $ | 7,568 | $ | (2,269 | ) | $ | (5,299 | ) | $ | – | $ | 7,568 | $ | (2,269 | ) | $ | (5,299 | ) | $ | – | ||||||||||||
| Software | 377 | (263 | ) | (114 | ) | – | 12,737 | (263 | ) | (1,676 | ) | 10,798 | ||||||||||||||||||||
| Domains | 34 | (25 | ) | (8 | ) | 1 | 34 | (26 | ) | (8 | ) | – | ||||||||||||||||||||
| License | 2,855 | – | (2,055 | ) | 800 | 2,855 | – | (2,436 | ) | 419 | ||||||||||||||||||||||
| Internal Use Software | 325 | (167 | ) | (158 | ) | – | 325 | (167 | ) | (158 | ) | – | ||||||||||||||||||||
| Total | $ | 11,159 | $ | (2,724 | ) | $ | (7,634 | ) | $ | 801 | $ | 23,519 | $ | (2,725 | ) | $ | (9,577 | ) | $ | 11,217 | ||||||||||||
Amortization expense related to intangible assets from continuing operations totaled:
| · | $1.9 million for the year ended December 31, 2025 | |
| · | $569 thousand for the year ended December 31, 2024 |
Estimated future amortization expense is as follows:
| · | 2026– $2.9 million | |
| · | 2027 – $2.5 million | |
| · | 2028 – $2.5 million | |
| · | 2029 – $2.5 million | |
| · | Thereafter – $800 thousand |
Impairment of Domains
During 2024, the Company determined that certain domain assets associated with Scouted, Upsider, and Onewire would no longer be used and recorded $25 thousand of impairment expense.
During 2025, the Company determined that the Novo Group domain associated with the legacy recruiting business would no longer be used and recorded $1 thousand of impairment expense.
Job Mobz Asset Sale
On August 16, 2023, the Company entered into an Asset Purchase Agreement (the “Job Mobz Purchase Agreement”) with Job Mobz Inc., a California corporation (“Job Mobz”). Upon the terms and subject to the conditions of the Job Mobz Purchase Agreement, the Company has agreed to sell and assign its right, title, and interest in the domain name and the assets generally used to operate the business associated therewith to Job Mobz for an aggregate purchase price of approximately $1,800,000, subject to certain adjustments. The Company entered into a number of amendments to the August 16, 2023, Asset Purchase Agreement with Job Mobz, resulting in the extension of the closing date to September 2, 2024. Furthermore, in 2024 the Company received a non-refundable payment of $100,000 from Job Mobz during the quarter ended March 31, 2024, that has been recorded as a gain on assets sale within the consolidated statements of operations. On April 9, 2024, the Company received $150,000 as the second part of the non-refundable payment from Job Mobz. On July 29, 2024, the Company received $150,000 as the third part of the non-refundable payment, and on September 16, 2024, the Company received the fourth and final payment of $1,393,430. Total consideration amounting to approximately $1.8 million. The payments were credited towards and count against the cash portion of the Purchase Price from the original Asset Purchase Agreement.
Although the approval of the Job Mobz Agreement and the transactions contemplated therein were not required to be approved by the shareholders of the Company pursuant to the Nevada Revised Statutes, the rules and regulation of Nasdaq or the Company’s bylaws, the Company previously agreed, pursuant to the terms of the Job Mobz Agreement to seek stockholder approval of the transactions contemplated thereby, and included such proposal in its Proxy Statement filed with the Commission on September 15, 2023, and amended on November 8, 2023, November 24, 2023, December 8, 2023, and December 11, 2023. On February 13, 2024, the Company obtained the consent of Job Mobz to proceed with the transactions contemplated by the Job Mobz Agreement without obtaining such shareholder approval. The transaction closed in September 2024, as noted above.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Apr 15, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 16, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | Mar 31, 2022 | |
| 2020 | Mar 9, 2021 | |
| 2019 | May 8, 2020 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.