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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 10, 2026
NextNRG,
Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40809 |
|
83-4260623 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
407
Lincoln Rd. #9F, Miami Beach, Florida 33139
(Address
of principal executive offices)
(305)
791-1169
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.0001 per share |
|
NXXT |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, on March 16, 2026, NextNRG, Inc. (the “Company”) was notified by The Nasdaq Stock Market LLC (“Nasdaq”)
that it did not comply with the $1.00 minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2), and on September 15, 2026, following
the expiration of the applicable compliance period, the Company received a determination from the Nasdaq Listing Qualifications Staff
to delist the Company’s common stock. Also, as previously reported, on October 21, 2026, the Company was further notified that
it did not comply with the $35 million market value of listed securities requirement of Nasdaq Listing Rule 5550(b)(2) or the alternative
continued listing standards under Nasdaq Listing Rule 5550(b).
As
further previously reported in the Company’s Current Report on Form 8-K filed on November 10, 2026, following a hearing held on
October 22, 2026, the Nasdaq Hearings Panel (the “Panel”) notified the Company on November 9, 2026, that it had determined
to deny the Company’s request to continue its listing on Nasdaq and that trading in the Company’s common stock would be suspended
at the open of trading on November 11, 2026.
On
November 11, 2026, Nasdaq notified the Company that the suspension of trading in the Company’s common stock had been postponed
from the open of trading on November 11, 2026, to the open of trading on November 12, 2026. The Company understands that Nasdaq
postponed the suspension because Nasdaq had originally believed that the conversion price of Company’s Series C Convertible Non-Voting
Preferred Stock, par value $0.0001 per share was $1.35 per share. The applicable conversion price is $13.50 per share. Accordingly, trading
in the Company’s common stock on Nasdaq has been suspended at the open of trading on November 12, 2026.
The
Company has submitted a request for reconsideration to the Panel and also intends to request that the Nasdaq Listing and Hearing Review
Council (the “Listing Council”) review the Panel’s decision. Neither the request for reconsideration nor a request
for review by the Listing Council will stay the suspension of trading in the Company’s common stock, and there can be no assurance
as to the outcome of either request.
The
Company’s common stock has been quoted on the OTC Markets under the symbol “NXXT” beginning on November 12, 2026. The suspension of trading on Nasdaq does not affect the Company’s operations, and the Company will continue
to file periodic and current reports with the Securities and Exchange Commission.
This
report contains forward-looking statements, including, but not limited to, statements regarding the suspension of trading in the Company’s
common stock on Nasdaq, the quotation of the Company’s common stock on the OTC Markets, the outcome of the Company’s request
for reconsideration and any request for review by the Listing Council, and the Company’s ability to maintain or regain a listing
on Nasdaq. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied
by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except
as required by law.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
November 13, 2026 |
NEXTNRG,
INC.
(Registrant) |
| |
|
| |
By: |
/s/
Michael D. Farkas |
| |
Name: |
Michael
D. Farkas |
| |
Title: |
Chief
Executive Officer |
