NextNRG Amends Series C Preferred Stock; Expects Approximately $9.0 Million to Be Reclassified to Stockholders' Equity

The expected equity increase remains subject to accounting analysis and independent auditor review, while Nasdaq compliance is unresolved.

Rhea-AI Summary

NextNRG (Nasdaq: NXXT) amended its Series C preferred-stock financing and expects approximately $9.0 million to be reclassified to stockholders' equity.

The September 30, 2026 amendment provides for removal of the holder's optional redemption right when the amended Certificate of Designation becomes effective. NextNRG expects the reclassification to increase equity by approximately the same amount, subject to completion of its accounting analysis and independent auditor review. The amended transaction requires updated stockholder approval.

NextNRG intends to include the reclassification in its Nasdaq compliance plan. Its hearing request stayed further delisting action pending completion of the hearing process; common shares continue trading on the Nasdaq Capital Market.

4 points · 2 major

MixediHow this balance works

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.NextNRG expects approximately $9.0 million to be reclassified, increasing stockholders' equity by approximately the same amount.
• Major pointInitial Series C financing closing raised $9.2 million on August 13, 2026. 83% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Amended terms remove the holder's optional redemption right upon effectiveness of the amended Certificate of Designation.
• Minor pointTimely Nasdaq hearing request stayed further delisting action pending completion of the hearing process.

Negative

• Major pointInitial financing issued 1,000,000 convertible preferred shares with $10.0 million aggregate stated value for $9.2 million. 83% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Nasdaq listing compliance remains unresolved; NextNRG intends to present its compliance plan to the Hearings Panel.
• Minor point. Forward-looking: it has not happened yet and may not happen.Expected equity reclassification remains subject to accounting analysis and independent auditor review.
• Minor pointAmended financing requires updated stockholder approval.
• Minor pointSeries C preferred stock remains subject to redemption upon certain specified events.

News Explained

The financing's stated maximum is not the completed sale: the initial closing accounts for 1,000,000 of up to 3,000,000 preferred shares.

The September 30 amendment was agreed, and removing the holder's right to demand redemption starting on the second anniversary depends on the amended certificate taking effect; redemption on specified events remains.

The original agreement covered up to 3,000,000 Series C shares for $27.2 million, while the initial closing issued 1,000,000 shares for $9.2 million.

Key Figures

Expected equity reclassification: Approximately $9.0 million Maximum financing: Up to 3,000,000 shares; $27.2 million aggregate purchase price Initial closing shares: 1,000,000 shares +3 more

Expected equity reclassification

Approximately $9.0 million

Series C Preferred Stock issued at the initial closing; final accounting treatment remains under review

Maximum financing

Up to 3,000,000 shares; $27.2 million aggregate purchase price

Terms of the original Series C financing

Initial closing shares

1,000,000 shares

Issued at the August 13, 2026 initial closing

Initial closing stated value

$10.0 million

Aggregate stated value of shares issued at the initial closing

Initial closing purchase price

$9.2 million

Paid for the shares issued at the initial closing

Optional redemption timing

Second anniversary of issuance

Holder's right to require redemption at this point will be removed upon effectiveness of the amendment; specified-event redemption remains

Key Terms

convertible non-voting preferred stock, stockholders' equity, securities purchase agreement, reverse stock split

4 terms

convertible non-voting preferred stock financial

"amendment to its Series C Convertible Non-Voting Preferred Stock"

Preferred shares that do not carry voting rights but give holders priority over common shareholders for dividends and claims on assets; each share is issued with a contractual right to convert into a specified number of common shares under set terms. The conversion feature can be optional, mandatory, or contingent on events and is governed by a conversion ratio or conversion price written into the company's charter or the security's offering documents; holders typically lose the preferred dividend and liquidation priority once they convert and become common shareholders. Because voting power is withheld while the security remains a preferred share, control-related rights depend on whether and when conversion into voting common stock occurs.

stockholders' equity financial

"reclassify approximately $9.0 million of Series C Preferred Stock"

Stockholders' equity is the portion of a company's assets that belongs to its owners after all debts and obligations are paid; think of it as the value left for shareholders if the company sold everything and paid off what it owes. Investors watch it because it shows the company's net worth, indicates how much of growth is funded by owners versus debt, and helps assess financial health and the potential for future dividends or stock value increases — like the equity in a house after the mortgage is settled.

securities purchase agreement financial

"amended the Securities Purchase Agreement originally entered into"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

reverse stock split financial

"conforms the terms to the Company's anticipated redomestication to Nevada and its recent 1-for-10 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

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Amendment removes holder's optional redemption right on Series C Preferred Stock and supports the Company's plan to regain compliance with Nasdaq's listing requirements

MIAMI, FL, Oct. 07, 2026 (GLOBE NEWSWIRE) -- NextNRG, Inc. (Nasdaq: NXXT) ("NextNRG" or the "Company"), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered, today announced an amendment to its Series C Convertible Non-Voting Preferred Stock that removes the holder's optional redemption right. As a result, the Company expects to reclassify approximately $9.0 million of Series C Preferred Stock issued at the initial closing to stockholders' equity, which the Company believes will support its plan to regain compliance with Nasdaq's listing requirements.

Series C Amendment and Expected Equity Reclassification

On September 30, 2026, the Company and the institutional investor in its Series C Preferred Stock financing amended the Securities Purchase Agreement originally entered into on August 13, 2026, and agreed to amend the terms of the Series C Preferred Stock as set forth in an amended Certificate of Designation. Under the original agreement, the Company agreed to issue and sell up to 3,000,000 shares of Series C Preferred Stock for an aggregate purchase price of $27.2 million. At the initial closing on August 13, 2026, the Company issued and sold 1,000,000 shares, with an aggregate stated value of $10.0 million, for $9.2 million.

Upon the effectiveness of the amended Certificate of Designation, the holder's right to require the Company to redeem the Series C Preferred Stock beginning on the second anniversary of issuance will be removed; the Series C Preferred Stock will remain subject to redemption upon certain specified events. As a result, the Company expects to reclassify approximately $9.0 million, representing the carrying value of the Series C Preferred Stock issued at the initial closing to stockholders' equity, which the Company expects would increase stockholders’ equity by approximately the same amount. The final amount and accounting treatment remain subject to the completion of the Company's accounting analysis and review by its independent registered public accounting firm.

The amendment also revises certain other terms of the Series C Preferred Stock and the related financing, including the conditions for additional closings, requires the Company to obtain updated stockholder approval for the transaction, as amended, and conforms the terms to the Company's anticipated redomestication to Nevada and its recent 1-for-10 reverse stock split.

Nasdaq Compliance Plan

As previously disclosed, on September 18, 2026, the Company received a determination letter from the Listing Qualifications Staff of Nasdaq. The Company timely requested a hearing before the Nasdaq Hearings Panel, which stayed any further delisting action pending the conclusion of the hearing process. The Company intends to present its plan to regain compliance, including the expected reclassification described above, to the Panel. NextNRG's common stock continues to trade on the Nasdaq Capital Market under the symbol "NXXT."

"We expect this amendment to strengthen our equity position as we present our compliance plan to the Nasdaq Hearings Panel," said Michael D. Farkas, Founder and Chief Executive Officer of NextNRG. "It also allows us to stay focused on what drives long-term value for our stockholders: deploying our AI-driven Smart Controller across microgrids and growing our energy services business."

A complete description of the amendment, including the amended Certificate of Designation, is included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2026, available at www.sec.gov and investors.nextnrg.com.

About NextNRG, Inc.

NextNRG, Inc. (NextNRG) is Powering What’s Next by deploying its AI-driven Smart Controller, a proprietary AI technology that continuously optimizes how energy is generated, stored, and consumed. The Company deploys the controller within microgrids at commercial, healthcare, municipal, industrial and federal sites, and at a utility scale through the Next Utility Operating System®.

NextNRG also sells EV chargers, is advancing wireless in-motion charging, and operates one of the nation’s largest on-demand mobile fueling fleets through EzFill.

To learn more, visit www.nextnrg.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement and should be considered an at-risk statement. Words such as “expect,” “intends,” “will,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including, but not limited to, the outcome of the Nasdaq hearing and the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements; the effectiveness of the amended Certificate of Designation and the Company’s redomestication to Nevada; the final accounting treatment of the Series C Preferred Stock, including the completion of the Company’s accounting analysis and review by the Company’s independent registered public accounting firm; and risks related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described in NextNRG’s filings with the Securities and Exchange Commission from time to time.

NextNRG’s forward-looking statements involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by NextNRG. Although NextNRG’s forward-looking statements reflect the good faith judgment of NextNRG, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes no obligation to update these forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements.

Investor Relations Contact
NextNRG, Inc.
Sharon Cohen
SCohen@nextnrg.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much does NextNRG expect the Series C amendment to add to stockholders' equity?

NextNRG expects stockholders' equity to increase by approximately $9.0 million through reclassification of the initial closing's Series C preferred-stock carrying value. The final amount and accounting treatment remain subject to completion of the company's accounting analysis and review by its independent registered public accounting firm.

Does NextNRG's Series C amendment resolve its Nasdaq listing compliance issue?

Compliance has not been regained; NextNRG intends to present its plan, including the expected equity reclassification, to the Nasdaq Hearings Panel. Its timely hearing request stayed further delisting action pending conclusion of the hearing process. Common stock continues trading on the Nasdaq Capital Market under NXXT.

Which NextNRG Series C preferred-stock redemption right is being removed?

The amendment removes the holder's right to require redemption beginning on the second anniversary of issuance, upon effectiveness of the amended Certificate of Designation. The preferred stock will remain subject to redemption upon certain specified events.

What was the size of NextNRG's original Series C financing agreement?

The original agreement provided for the sale of up to 3,000,000 Series C preferred shares for an aggregate purchase price of $27.2 million. At the August 13, 2026 initial closing, NextNRG sold 1,000,000 shares with an aggregate stated value of $10.0 million for $9.2 million.