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GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill is derived from our 2019 business combination as well as our five business combinations in the first three quarters of 2021. The aggregate goodwill recognized from our five 2021 acquisitions was $6,731,852 (less a $35,644 purchase price adjustment) while the remaining goodwill from the 2019 acquisition was $3,517,315 as of December 31, 2020. The Company performed a goodwill impairment test during 2021 using market data and discounted cash flow analysis. Based on that test, we have determined that the carrying value of goodwill related to the 2019 acquisition of Genesys was further impaired in the amount of $2,530,325 during 2021. The Company performed its goodwill impairment test during 2022, based on the net losses and net cash used in operations in 2022 and a decline in the valuation of the business, managements application of the formula to compute goodwill impairment resulted in an impairment charge in fiscal 2022 of $582,114.

The Company performed an impairment test as of the last day of year ended December 31, 2024 following the determination by management that a triggering event had occurred. As a result of this impairment test, the Company concluded, based on the market approach valuation method, that the carrying amount of its online recruitment business exceeded our estimated fair value of our enterprise and the Company recorded a non-cash goodwill impairment charge of $4,695,743, which was included in our consolidated statements of operations for the year ended December 31, 2024. As a result of this impairment charge, the goodwill carrying value was reduced to $2,405,341 as of December 31, 2024. The goodwill impairment during the year ended December 31, 2024, was primarily driven by declines in the Company’s revenue from its online recruitment platform which caused a decline in value when calculating against the revenue multiple determined under the market approach.

The changes in the carrying amount of goodwill for the periods ended March 31, 2025, and December 31, 2024, are as follows:

Schedule of carrying amount of goodwill
	March 31, 2025		December 31, 2024
Carrying value - January 1	$	2,405,341	$	7,101,084
Impairment losses		–		(4,695,743	)
Carrying value - end of year	$	2,405,341	$	2,405,341

Intangible Assets

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 10).

On March 28, 2024, the Company and GOLQ entered into an Amendment to the 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 392,155 shares of the Company’s common stock valued at $647,055, based on the quoted trading price on the grant date, and warrant to purchase 292,000 shares of Company’s common stock valued at $480,358 based on the Black-Scholes option pricing model. As of March 31, 2025, the total cost basis in the intangible assets purchased from GoLogiq is $1,127,413 with accumulated amortization of $421,736 and a net carrying value of $705,677.

On February 20, 2025, the Company completed the acquisition of telecommunications and AI-integrated billing systems from Savitr Tech OU. The acquisition included software and related intellectual property. The purchase price consisted of $300,000 in cash and two tranches of equity consideration totaling up to 9.8% of the Company’s outstanding shares, contingent on revenue milestones. The total purchase price was determined to be $2,279,845. On March 31, 2024, the Company issued 755,407 shares of its common stock with an approximate fair value of $1,374,841 as the first tranche of equity consideration. The Company recorded a remaining contingent consideration liability of $605,004 for the remaining equity consideration As of March 31, 2025, the contingent consideration liability was $440,620 recorded within other liabilities on the accompanying condensed consolidated balance sheets as of March 31, 2025. For the three months ended March 31, 2025, the Company recorded a gain on the change in fair value of contingent consideration in the amount of $164,384.

As of March 31, 2025, the total cost basis in the intangible asset purchased from Savitr is $2,279,845 with an accumulated amortization of $61,733 and a net carrying value of $2,218,112.

Based on guidance provided by ASC Topic 805, Business Combinations, the Company has recorded the asset purchase as an asset acquisition because the Company determined that substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets. The Company believes the “substantially all” criterion was met with respect to the acquired intellectual property (i.e., technology stack, patents, patent applications, and patent applications to be written). Accordingly, the Company accounted for the acquisition of the purchased net assets as an asset acquisition.

On March 3, 2025 (the “Closing Date”), the Company entered into an asset purchase agreement with Wizco Group, Inc., pursuant to which the Company purchased an AI-powered interview coaching platform (the “Ava” assets). Based on guidance provided by ASC Topic 805, Business Combinations, the Company has recorded the Ava asset purchase as an asset acquisition because the Company determined that substantially all of the fair value of the assets acquired was concentrated in a group of similar identifiable assets. The Company believes the “substantially all” criterion was met with respect to the acquired intellectual property (i.e., technology stack, patents, patent applications, and patent applications to be written). Accordingly, the Company accounted for the acquisition of the purchased net assets as an asset acquisition.

In exchange for the acquired assets, on behalf of AESO, the Company paid the Wizco Group, Inc. (i) 16,666,667 shares of Atlantic Energy Solutions, Inc. (“AESO”) common stock, and (ii) agreed to issue additional shares of AESO if the value of the stock consideration declines below a value of $250,000 after one year of the Closing Date (based on the 30-day VWAP at the end of the one-year period). Based on the trading price of AESO’s common stock on March 3, 2025, the fair value of the equity consideration transferred was determined to be $136,667. The Company recorded a derivative liability of $113,333 for the make-whole provision upon acquisition. The total purchase price was determined to be $250,000. As of March 31, 2025, AESO’s share price increased and the derivative liability had a value of $0. For the three months ended March 31, 2025, the Company recorded a gain on the change in fair value of the derivative liability in the amount of $113,333.

In connection with the Ava acquisition, on behalf of its subsidiary AESO, the Company entered into a services agreement with the former owners of Ava for continued advisory services for one year. The Company determined these services are for the future benefit of the Company, and the services agreement is separate from the Ava acquisition. Compensation under the services agreement will be accounted for as stock-based compensation in accordance with ASC 718. Under the advisory agreement, the Company issued 20,000,000 shares of AESO common stock, in the aggregate, vesting as follows 1) 6,666,666 vests immediately, 2) 13,333,334 vests quarterly over one year in equal installments. In the event the value of the vested stock given to each of the Advisors declines below a value of $150,000 after one year of the Closing Date (based on the 30-day VWAP at the end of the one-year period), the Company shall issue additional AESO shares to the former owners to make up the entire difference in value or shall have the option of providing an equivalent amount in cash.

As of March 31, 2025, the total cost basis of intangible asset purchased from Wizco is $250,000 with an accumulated amortization of $3,973 and a net carrying value of $246,027.

On March 28, 2025, the Company entered into and closed that certain Asset Purchase Agreement (the “Aqua APA” or the “Agreement”) with Aqua Software Technologies Inc., a private Canadian corporation (“Aqua Software Technologies”), pursuant to which Nixxy agreed to acquire certain assets related to billing and AI systems, including associated intellectual property (the “Acquisition”). Aqua Software Technologies specializes in telecommunications and software development, with a focus on billings systems, AI integration, wholesale long distance interconnections and sales. Pursuant to the APA, Nixxy acquired substantially all of Aqua Software Technologies’ assets related to billing and AI systems. The transaction has been accounted for as an asset acquisition in accordance with ASC 805-10-55, as the acquired assets did not constitute a business.

The purchase price consisted of $100,000 in cash and $3,800,000, payable in the form of 2,087,912 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. As of March 31, 2025, the intangible assets are being amortized over an estimated useful life of five years, resulting in accumulated amortization of $6,411 and a net carrying value of $3,893,589.

As of March 31, 2025, the total cost basis of intangible asset purchased from Aqua is $3,900,000 with an accumulated amortization of $6,411 and a net carrying value of $3,893,589.

Intangible assets are summarized as follows:

Schedule of intangible assets
	March 31, 2025			December 31, 2024
Customer contracts	$	8,093,787		$	8,093,787
Software acquired		10,215,278			3,785,434
Licenses		2,854,379			2,854,378
Internal use software developed		325,491			325,491
Domains		40,862			40,862
		21,529,797			15,099,952
Less accumulated amortization		(10,132,477	)		(9,860,162	)
Total		11,397,320			5,239,790
Less accumulated impairment		(3,863,305	)		(3,863,305	)
Carrying value	$	7,534,015		$	1,376,485

Amortization expense of intangible assets was $272,315 and $314,410 for the three months ended March 31, 2025, and 2024, respectively, related to the intangible assets acquired in business combinations. Future amortization of intangible assets is expected to be approximately as follows: 2025, $1,576,194; 2026, $1,807,845; 2027, $1,324,098; 2028, $1,286,519; and thereafter, $1,539,359.

The Company performed its impairment test during 2022 using the market and income approach, and determined that the Company’s customer contracts, software acquired, internal use software developed, and domains were impaired by $3,838,425. The Company performed its impairment test during 2023 which resulted in no additional impairment. In 2024 the Company performed its impairment test during 2024 and determined that the domains connected to Parrut were fully impaired due to no intention of using such domains going forward and therefore recorded $24,881 of impairment expense.