NextNRG Enters into $7,000,000 Debt Exchange to Strengthen Stockholders’ Equity

The exchange is expected to eliminate debt, but it alone will not meet Nasdaq’s stockholders’ equity requirement.

Rhea-AI Summary

NextNRG (NASDAQ: NXXT) entered into an agreement with CEO Michael D. Farkas to exchange $7,000,000 in obligations for preferred equity. The obligations will be exchanged for 7,000 Series D Convertible Voting Preferred shares, initially valued at $1,000 each. Cancellation of the obligations depends on closing and share issuance.

The company expects the exchange to strengthen stockholders’ equity, but it alone will not satisfy Nasdaq’s $2.5 million equity requirement. Separately, a 1-for-10 reverse stock split took effect October 30, 2026, with split-adjusted trading beginning that day. NextNRG intended the split to help meet Nasdaq’s $1.00 minimum bid price requirement. The company continues compliance efforts and awaits a Nasdaq Hearings Panel decision.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

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.

How the balance worksHow Sentiment works

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.The exchange is expected to eliminate $7,000,000 in indebtedness and strengthen stockholders’ equity. 1.9× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Issuance of 7,000 convertible voting preferred shares, initially valued at $1,000 each, adds convertible equity.
• Moderate pointContinued-listing compliance remains unresolved, with a Nasdaq Hearings Panel decision pending.
• Minor pointDebt cancellation remains conditional on closing and issuance of the preferred shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.The exchange alone does not satisfy Nasdaq’s $2.5 million stockholders’ equity requirement.
• Minor pointThe 1-for-10 reverse split effective October 30, 2026, aimed to address Nasdaq’s $1.00 minimum bid requirement.

News Explained

The Series D shares exchanged for the debt are convertible and voting, but the release does not specify their conversion or voting terms; it says those additional terms will appear in a forthcoming Form 8-K, leaving their specific ownership effects unresolved.

Argus 15 min delay 7 alerts

+3.30% vs previous close $2.31 last price 3.0x rel. volume Open Argus

Details

Market move: NXXT +3.30% vs previous close. preferred-stock debt exchange

+1.7% Peak in 4 min

$2.13 – $2.63 Day Range

$3.88M Mkt Cap at Last Price

On Nov 3, the day this news came out, the latest delayed price for NXXT is 3.30% above the previous close. Argus tracked a peak move of +1.7% during the session. Our momentum scanner has recorded 7 alerts for this stock so far that day. The latest delayed price is $2.31. Relative volume is very high at 3.0x what this stock usually trades by this time of day.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Debt and obligations exchanged: $7,000,000 Preferred shares: 7,000 shares Initial stated value: $1,000 per share +4 more

Debt and obligations exchanged

$7,000,000

Exchanged for Series D Convertible Voting Preferred Stock

Preferred shares

7,000 shares

Newly designated Series D Convertible Voting Preferred Stock

Initial stated value

$1,000 per share

Series D Convertible Voting Preferred Stock

Outstanding principal

$3,629,924

Component of exchanged obligations

Accrued interest

$2,749,169

Component of exchanged obligations

Accrued personal guarantee fees

$620,907

Component of exchanged obligations

Minimum stockholders’ equity

$2.5 million

Nasdaq listing requirement

Historical Context

1 past event · Latest: Oct 07

1 event

1. Oct 07

   preferred-stock amendment

   24h Move

   +3.5%

   Amended Series C terms were expected to reclassify approximately $9.0 million to equity as part of Nasdaq compliance efforts.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible voting preferred stock, related-party transaction, form 8-k, reverse stock split

4 terms

convertible voting preferred stock financial

"newly designated Series D Convertible Voting Preferred Stock"

A convertible voting preferred stock is a hybrid share that pays priority dividends and carries the right to vote, but can be exchanged later for ordinary common shares at a set rate. Think of it as a VIP ticket that both gives special benefits and can be turned into regular admission; it offers income and some influence now while potentially increasing ownership and voting power if converted. Investors care because it affects dividend income, company control, and the number of common shares outstanding, which can dilute or concentrate value and influence future returns.

related-party transaction financial

"As a related-party transaction, the debt exchange was reviewed and approved"

A related-party transaction is a deal, payment or transfer of value between a company and people or entities closely connected to its managers, directors or major owners—think of a business hiring a company owned by the CEO’s sibling. Investors care because such deals can be biased, overprice goods or hide conflicts of interest, affecting profits and trust; clear disclosure and fair terms help ensure the company is run in shareholders’ best interest.

form 8-k regulatory

"described in the Company’s Current Report on Form 8-K"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

reverse stock split financial

"previously announced 1-for-10 reverse stock split became effective"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Conversion of $7 Million in Debt and Accrued Obligations into Preferred Equity Supports Nasdaq Stockholders’ Equity Compliance Efforts

MIAMI, FL, Nov. 03, 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 that it has entered into a debt exchange agreement with Michael D. Farkas, the Company’s Chief Executive Officer, under which $7,000,000 in outstanding notes, accrued interest and personal guarantee fees owed to Mr. Farkas will be exchanged for 7,000 shares of newly designated Series D Convertible Voting Preferred Stock with an initial stated value of $1,000 per share.

The exchanged obligations consist of $3,629,924 in outstanding principal, $2,749,169 in accrued interest and $620,907 in accrued personal guarantee fees. Upon closing and issuance of the Series D Preferred shares, these obligations will be satisfied and cancelled in full.

Nasdaq requires listed companies to maintain a minimum of $2.5 million in stockholders’ equity. The debt exchange is expected to eliminate $7,000,000 of indebtedness and strengthen stockholders’ equity. While the exchange alone does not satisfy the requirement, it represents a meaningful step toward it and is one component of the Company’s plan of compliance.

As a related-party transaction, the debt exchange was reviewed and approved by the Audit Committee of the Company’s Board of Directors, composed solely of independent and disinterested directors. The Board also approved the transaction, with Mr. Farkas abstaining from the Board’s vote. Additional terms of the Series D Convertible Voting Preferred Stock are described in the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Separately, the Company’s previously announced 1-for-10 reverse stock split became effective on Friday, October 30, 2026. The Company’s common stock began trading on a split-adjusted basis on October 30 under the existing ticker symbol “NXXT.” The reverse split was intended to increase the per-share trading price of the Company’s common stock in an effort to satisfy Nasdaq’s $1.00 minimum bid price requirement.

The Company continues to work toward regaining compliance with Nasdaq’s continued listing requirements and awaits the decision of the Nasdaq Hearings Panel. There can be no assurance that these actions will result in the Company regaining or maintaining compliance.

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, those 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.

What are the terms of NextNRG’s $7 million debt exchange?

NextNRG agreed to exchange $7,000,000 owed to CEO Michael D. Farkas for 7,000 Series D Convertible Voting Preferred shares with an initial stated value of $1,000 each. The obligations comprise $3,629,924 in principal, $2,749,169 in accrued interest and $620,907 in accrued personal guarantee fees. They will be cancelled upon closing and share issuance.

Who approved NextNRG’s related-party debt exchange with its CEO?

The Audit Committee and Board approved the related-party exchange. The Audit Committee consisted solely of independent and disinterested directors, and Michael D. Farkas abstained from the Board’s vote.

When did NextNRG’s reverse stock split take effect, and what was the ratio?

NextNRG’s 1-for-10 reverse stock split became effective on October 30, 2026. Common shares began trading on a split-adjusted basis that day under the existing NXXT ticker.