Focused Strategy, Simplified Capital Structure, and a Clear Mandate to Build Long-Term Digital Platforms

BRISTOL, CT / ACCESS Newswire / January 5, 2026 / CognoGroup, Inc. (OTCID:CGNO) ("CognoGroup" or the "Company") today announced the completion of its previously disclosed separation from Nixxy, Inc. (NASDAQ: NIXX), resulting in CognoGroup operating as a standalone public company.

CognoGroup has been established to own, operate, and selectively build technology businesses designed to expand human capability. The transaction resulted in a simplified capital structure, significant cancellation of legacy preferred equity, and the establishment of CognoGroup as an independently capitalized public company.

Strategic Rationale

The separation establishes a clearer strategic and economic profile for CognoGroup. As an independent entity, the Company is no longer managed as a non-core business within a larger infrastructure platform and can pursue its own operating cadence, capital allocation strategy, and portfolio development priorities.

CognoGroup intends to operate with a disciplined, capital-efficient model, emphasizing durable brands, recurring digital revenue, and technology that supports individual growth rather than short-term transactional activity.

"CognoGroup was established to focus on technology that supports individual development and long-term capability," said Miles Jennings, Chief Executive Officer of CognoGroup. "Operating as an independent company allows us to allocate capital deliberately, align governance with our strategy, and build platforms designed for durable, long-term value creation."

Assets and Operations

Pursuant to the separation agreements, substantially all assets comprising Nixxy's former Marketplace line of business were transferred to CognoGroup, including operating platforms, intellectual property, domains, software, data assets, and related commercial relationships. CognoGroup also assumed only those liabilities specifically identified as relating to the Marketplace line of business, with other obligations retained by Nixxy.

These assets form the foundation of CognoGroup's initial operating portfolio and are intended to provide a base of existing revenue, audience reach, and proprietary technology upon which the Company expects to build.

Capital Structure and Ownership

In connection with the separation, CognoGroup's equity structure was rebalanced to simplify ownership, reduce legacy preferred overhang, and align long-term incentives.

As part of the transaction, Nixxy retained 84,164 shares of CognoGroup preferred stock, while 663,209 preferred shares were cancelled, eliminating a substantial portion of legacy preferred equity and effectively accreting value to existing common shareholders.

Following these actions, CognoGroup has approximately 84.3 million issued and outstanding common shares, with Nixxy holding approximately 19.99% of CognoGroup's fully diluted equity prior to the shareholder distribution.

Nixxy intends to distribute its CognoGroup common shares to Nixxy shareholders on a pro rata basis, subject to customary administrative conditions. Following that distribution, CognoGroup will issue additional common shares to Nixxy such that Nixxy continues to hold 19.99% of CognoGroup's fully diluted equity, based on the Company's capitalization at the time of issuance.

The resulting structure is intended to establish CognoGroup as a clean, independent public company with a simplified equity profile, a minority strategic ownership position held by Nixxy, and broad participation by CognoGroup's public shareholders.

The share counts, ownership percentages, and capitalization information described above are based on the Company's current understanding of the separation transactions and related agreements and may be subject to adjustment based on final calculations, shareholder distributions, and regulatory filings. The definitive terms will be reflected in the Company's public filings.

Portfolio Direction

CognoGroup's current and planned portfolio spans platforms focused on skills development, professional visibility, and community-driven knowledge exchange. These include:

• Ava, a technology platform for interview preparation and coaching

• Mediabistro, a digital platform serving creative and media professionals

• AI Exchange, a community platform for discussion and learning around artificial intelligence

• CandidatePitch, a technology platform for professional storytelling and talent signaling

• FindRoles and RecruitingClasses, platforms supporting career development and applied learning

Certain assets referenced above were transferred as part of the separation and others are in active development or integration. Investors should refer to the Company's public filings for the most current information.

Looking Ahead

With the separation complete, CognoGroup plans to focus on operational stability, product refinement, and selective investment in opportunities aligned with its mission. The Company expects to operate with a lean organizational structure and a focus on disciplined expense management.

The Company expects to file a Form 10 registration statement with the U.S. Securities and Exchange Commission in the near term. Upon effectiveness of the Form 10, Nixxy's remaining ownership in CognoGroup is expected to be spun-out, or distributed, to Nixxy's underlying shareholders. Additionally, upon the Form 10 registration statement's effectiveness, CognoGroup will become a reporting company under the Securities Exchange Act of 1934, subject to ongoing SEC reporting requirements. Completion of this process is expected to include audited financial statements covering the applicable historical periods.

The separation positions CognoGroup to operate independently with a focused strategy, simplified capitalization, and a clear mandate to build long-term digital platforms.

CognoGroup's common stock is quoted on the OTC Markets. Additional information about the Company, including filings related to the spin-out transaction, is available through OTC Markets and the U.S. Securities and Exchange Commission.

About CognoGroup, Inc.

CognoGroup, Inc. is a publicly traded technology company focused on building and operating platforms that enhance human capability. The Company invests in digital businesses that support learning, professional growth, and personal development in a rapidly changing global economy. Learn more at https://www.cognogroup.com.

Certain information contained in this press release is qualified in its entirety by reference to CognoGroup's and Nixxy's filings with the U.S. Securities and Exchange Commission and the OTC Markets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding CognoGroup's strategy, business plans, objectives, expectations, future operations, capital structure, anticipated shareholder distributions, and other statements that are not historical facts. These statements are based on current expectations, estimates, forecasts, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements regarding the separation transaction, capitalization, shareholder distributions, Form 10 registration, and reporting status are forward-looking and subject to change based on regulatory review, final documentation, and other factors.

Important factors that could cause actual results to differ materially include, but are not limited to, risks related to market conditions, the Company's ability to execute its strategy, integration and development of its platforms, regulatory and compliance requirements, capital availability, operating performance, and other risks described from time to time in the Company's filings with the Securities and Exchange Commission and OTC Markets.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. CognoGroup undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by law.

No Offer or Solicitation

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.

Investor and Media Contact

CognoGroup, Inc.
Investor Relations
Email: ir@cognogroup.com
Website: https://www.cognogroup.com

SOURCE: CognoGroup, Inc.