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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 2, 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
1.01 Entry into a Material Definitive Agreement.
Exchange
Agreement
On
November 2, 2026, NextNRG, Inc. (the “Company”) and its wholly owned subsidiary, NextNRG Holding Corp. (“NXXT Sub”),
entered into a Debt Exchange Agreement (the “Exchange Agreement”) with Michael D. Farkas, the Company’s Chief Executive
Officer, a member of the Company’s board of directors (the “Board”) and a principal stockholder of the Company. The
transactions contemplated by the Exchange Agreement closed on November 3, 2026. Pursuant to the Exchange Agreement, Mr. Farkas exchanged
outstanding amounts owed to him by the Company or NXXT Sub in an aggregate amount of $7,000,000 comprised of: (i) promissory
notes issued by the Company or NXXT Sub with an aggregate outstanding principal amount of $3,629,924, (ii) accrued and unpaid
interest of $2,749,169 on such promissory notes, and (iii) $620,907 of accrued and unpaid fees owed by NXXT Sub to Mr. Farkas
for his personal guarantees of certain of the Company’s or NXXT Sub’s obligations (collectively, the “Exchanged
Amounts”), for 7,000 shares of the Company’s newly designated Series D Convertible Voting Preferred Stock, par value $0.0001
per share, with an initial stated value of $1,000 per share (the “Series D Preferred”). The Series D Preferred is the sole
consideration for the exchange, and no cash was paid. Upon issuance of the Series D Preferred, the Exchanged Amounts were cancelled in
full and any related security interests, guaranties and other credit support were released.
No amounts owed by the Company
or its subsidiaries to Mr. Farkas or his affiliates other than the amounts set forth above (the “Excluded Obligations”)
were satisfied by the exchange and all such unexchanged amounts remain outstanding. Pursuant to the Voting Agreement
(as defined below), for so long as any shares of the Company’s Series C Convertible Non-Voting Preferred Stock, par value
$0.0001 per share (the “Series C Preferred”) are outstanding, no Excluded Obligation may be paid in cash or other property
except as permitted by the Company’s Amended and Restated Voting, Support and Standstill Agreement, dated as of October
7, 2026 (the “Voting Agreement”), and the Certificate of Designation of Preferences, Rights and Limitations of Series
C Convertible Non-Voting Preferred Stock (the “Series C Certificate”). Pursuant to the Exchange Agreement, Mr. Farkas
agreed that, for so long as any shares of Series C Preferred is outstanding, he and his affiliates will (i) vote all shares of the Company’s
capital stock held by them in favor of any increase in authorized shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”) sand any other stockholder approval required under the Series C Certificate or the related
securities purchase agreement, and in favor of any amendment of the Series C Certificate approved by the Required Holders (as defined
in the Series C Certificate), (ii) not sell, on any trading day, shares of Common Stock issued upon conversion of the Series D Preferred
in excess of 5% of the daily trading volume of the Common Stock, and (iii) not engage in any short sale, hedging or derivative transaction
with respect to the Common Stock. Mr. Farkas has also agreed not to vote for the purpose of causing or preventing a Reconversion (as
defined below), and any transferee of the Series D Preferred must agree to be bound by these restrictions.
Series
D Preferred Stock
On November 3, 2026, following the
approval of the Board, the Company filed the Certificate of Designation of Preferences and Rights of Series D Convertible Voting
Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada. The following is a
summary of the material terms of the Series D Preferred. Capitalized terms used but not defined herein have the meanings ascribed to
them in the Certificate of Designation.
Stated
Value. Each share of Series D Preferred has a stated value equal to $1,000 (the “Stated Value”)
Dividends.
Each share of Series D Preferred accrues cumulative dividends at an annual rate of 18% of the Stated Value, compounding monthly, which
accrete to and increase the Stated Value on the last day of each calendar month unless the Board elects to pay such dividends in cash.
For so long as any shares of Series C Preferred are outstanding, no cash dividend may be paid on the Series D Preferred. Holders also
participate on an as-converted basis in dividends and distributions on the Common Stock.
Conversion.
Each share of Series D Preferred is convertible at any time at the option of the holder into shares of Common Stock at a conversion rate
determined by dividing the Stated Value (including accreted dividends) plus accrued and unpaid dividends by the Conversion Price (as
defined in the Certificate of Designation). The initial Conversion Price is $2.20 per share. In connection with a merger, share exchange,
reclassification or similar transaction, holders are entitled to receive upon conversion the same kind and amount of consideration received
by holders of Common Stock.
Anti-Dilution
Protection. The Conversion Price is subject to proportionate adjustment for stock splits and combinations and to reduction upon the
issuance of Common Stock (or securities convertible into Common Stock) at a price below the then-current Conversion Price, subject to
certain exempt issuances, including issuances relating to the Series C Preferred. The Conversion Price may not be reduced below (i) the
Nasdaq Minimum Price measured immediately before the applicable issuance, (ii) until stockholder approval under Nasdaq Listing Rules
5635(c) and 5635(d) is obtained and effective, the Conversion Price in effect on the Original Issuance Date, or (iii) in all cases, a
floor price of $0.44 per share.
Voting
Rights. Holders of Series D Preferred vote together with the holders of Common Stock as a single class on all matters on which holders
of Common Stock are entitled to vote, with each share entitled to a number of votes equal to the Stated Value (including accreted dividends)
divided by the Conversion Price in effect on the record date, calculated using a price not lower than the Conversion Price in effect
on the Original Issuance Date (as adjusted for stock splits and combinations). In addition, the affirmative vote of a majority of the
then-outstanding shares of Series D Preferred is required to (a) amend the Certificate of Designation in a manner that adversely changes
the rights of the Series D Preferred or (b) create or issue any capital stock ranking senior to or on parity with the Series D Preferred;
however, for so long as any Series C Preferred is outstanding, the Series D Preferred has no vote or consent right over matters relating
to the Series C Preferred.
Conversion
and Voting Cap. Until the 16th calendar day after the date on which the Company files a Notification Form: Listing of Additional
Shares with Nasdaq for the conversion shares (or, if Nasdaq objects or requires stockholder approval before that date, until such objection
is resolved or approval is obtained) (the “Cap Release Date”), (i) the total number of shares of Common Stock issued upon
conversion of the Series D Preferred may not exceed 1,684,224 shares, representing 9.99% of the 16,859,103 shares of Common Stock outstanding
as of the date of the Exchange Agreement, and (ii) the total votes carried by the Series D Preferred may not exceed the lesser of such
number and 9.99% of the Company’s total voting power as of such date. This limitation may not be waived by the holder. In addition,
if Nasdaq advises the Company that stockholder approval is required under Nasdaq Listing Rule 5635(c) or 5635(d), or that the voting
rights of the Series D Preferred do not comply with Nasdaq Listing Rule 5640, conversion and voting will be limited to the level Nasdaq
permits until such approval is obtained.
Liquidation
Preference. Upon any liquidation, dissolution or winding-up of the Company, after payment in full to the holders of Series C Preferred
and any other senior securities, holders are entitled to receive the Stated Value plus accrued and unpaid dividends not yet accreted.
A merger, sale of assets or change of control is not deemed a liquidation.
Redemption.
The Series D Preferred is perpetual and is not redeemable at the option of the holder. At any time after the six-month anniversary of
issuance, the Company may, by resolution of the Audit Committee of the Board (the “Audit Committee”) (with Mr. Farkas not
participating) and upon at least 10 business days’ notice, redeem all or any portion of the Series D Preferred in exchange for
an unsecured, subordinated promissory note in a principal amount equal to the Stated Value plus accrued and unaccreted dividends (a “Reconversion”),
subject to NRS 78.288. A Reconversion may not be effected if the Company’s pro forma stockholders’ equity would be less than
the amount required for continued listing on Nasdaq, or while any mandatory redemption event or trigger event under the Series C Certificate
is continuing. Any such note will accrue interest solely in kind, will not be convertible, and may not be paid or enforced until no Series
C Preferred remains outstanding and all amounts owing under the Series C transaction documents are paid in full.
Ranking.
The Series D Preferred ranks junior to the Series C Preferred and to any other capital stock issued with the consent of the Required
Holders that ranks senior to the Series D Preferred, and senior to the Common Stock, with respect to dividends, distributions, and payments
upon liquidation, dissolution, and winding up of the Company.
Series
C Protections; Transfer. For so long as any Series C Preferred is outstanding, the Company may not redeem or repurchase any Series
D Preferred (other than in a Reconversion that complies with the Certificate of Designation) or amend or waive the Certificate of Designation
without the consent of the Required Holders, and shares of Common Stock reserved for the Series C Preferred have priority over shares
reserved for the Series D Preferred. The Series D Preferred and the underlying shares of Common Stock are restricted securities with
no registration rights. The Series D Preferred is freely transferable subject to applicable securities laws, provided that each transferee
agrees to be bound by certain provisions of the Exchange Agreement.
The
Exchange Agreement and the issuance of the Series D Preferred were approved by the Audit Committee, which is composed solely of independent
and disinterested directors, and by the Board, with Mr. Farkas abstaining, in accordance with Nevada Revised Statutes (“NRS”)
78.140 and Nasdaq Listing Rule 5630.
Limited
Consent and Waiver
As
previously reported in the Current Report on Form 8-K filed on August 17, 2026 by the Company with the Securities and Exchange Commission
(the “SEC”), on August 13, 2026, the Company and an institutional investor (the “Buyer”) entered into
a Securities Purchase Agreement (as amended, the “Series C Purchase Agreement”) pursuant to the which the Company agreed
to issue and sell to the Buyer shares of Series C Preferred. On November 2, 2026, the Company entered into a Limited Consent and Waiver
(the “Waiver”) with the Buyer. Pursuant to the Waiver, the Buyer consented to the entry into the Exchange Agreement by the
Company, the filing of the Certificate of Designation, the issuance of the Series D Preferred and the issuance of shares of Common Stock
upon the conversion of the Series D Preferred. The Waiver is subject to certain conditions, including that (i) the Certificate of Designation
is not to be amended without the consent of the Required Holders, (ii) the Series D Preferred rank junior to the Series C Preferred,
(iii) no cash dividend, redemption or other cash payment can be made on the Series D Preferred, and the Series D Preferred have no put,
mandatory redemption or cash settlement right, while any shares of Series C Preferred are outstanding, (iv) the Series D Preferred have
no consent right over matters relating to the shares of Series C Preferred, (v) the Exchanged Amounts are cancelled in full for no consideration
other than the Series D Preferred, (vi) the Series D Preferred and shares of Common Stock issuable upon conversion thereof are restricted
securities without registration rights during any Restricted Period (as defined in the Series C Purchase Agreement), (vii) the transaction
contemplated by the Exchange Agreement be approved by a majority of the disinterested directors, and (viii) the Series D Preferred and
shares of Common Stock issuable upon conversion thereof are subject to the Voting Agreement. The Buyer also agreed that any promissory
note issued in a Reconversion pursuant to the Certificate of Designation will constitute permitted indebtedness, subject to the standstill
provisions of the Voting Agreement.
Pursuant
to the Waiver, the Buyer also (i) waived any adjustment to the conversion price of 797,500 shares of Series C Preferred pursuant to the
Series C Certificate solely as a result of issuances of Common Stock pursuant to a conversion of the Series D Preferred; (ii) agreed
to modify certain provisions of the Series C Certificate so that specified events, including certain breaches outside the Company’s
control, constitute Trigger Events rather than Mandatory Redemption Events (each as defined in the Series C Certificate); (iii) waived
the payment default on other indebtedness redemption event, the market capitalization equity condition trigger event and certain events
arising from Nasdaq deficiency notices received and disclosed before the date of the Waiver; (iv) agreed that the transaction contemplated
by the Exchange Agreement and the related acquisition of beneficial ownership by Mr. Farkas will not constitute a Fundamental Transaction
or Change of Control (each as defined in the Series C Certificate); (v) agreed to permit the Company to enter into a proposed equity
purchase facility of up to $25.0 million, conditioned on the Company using at least 20% of the gross proceeds of sales under such facility
to redeem Series C Preferred and waived any provisions of the Series C Purchase Agreement with respect to such facility; (vi) extended
to November 6, 2026 the deadline for the Company to obtain Stockholder Approval (as defined in the Series C Purchase Agreement) pursuant
to the Series C Purchase Agreement; (vii) consented to the Company’s 10-for-1 reverse stock split effective as of October 30, 2026
and waived any related conversion price adjustments in the Series C Certificate; and (viii) agreed that the leak-out restriction in the
Series C Purchase Agreement applies only shares of Common Stock issued to the Buyer pursuant to a conversion, or otherwise pursuant to
the terms of the Series C Preferred. The Company agreed to file an amendment to the Series C Certificate reflecting the terms of the
Waiver, as applicable, in a form approved by the Buyer, by November 9, 2026.
The
foregoing descriptions of the Exchange Agreement, the Series D Preferred and the Waiver do not purport to be complete and are qualified
in their entirety by reference to the Exchange Agreement, the Certificate of Designation, and the form of Waiver, copies of which are
filed as Exhibit 10.1, Exhibit 3.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Series D Preferred
were, and the shares of Common Stock issuable upon conversion thereof will be, issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”). Mr. Farkas is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series D Preferred
ranks senior to the Common Stock with respect to dividends and distributions upon liquidation, votes together with the Common Stock on
an as-converted basis, and has a separate class vote on adverse amendments to its terms and on the issuance of senior or parity stock.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Items 1.01 and 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01
Other Events.
On
November 3, 2026, the Company issued a press release announcing the Exchange Agreement. A copy of the press release is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Preferences and Rights of Series D Convertible Voting Preferred Stock |
| 10.1 |
|
Debt Exchange Agreement, dated November 2, 2026, among NextNRG, Inc., NextNRG Holding Corp. and Michael D. Farkas |
| 10.2 |
|
Form of Limited Consent and Waiver, dated November 2, 2026, by and between NextNRG, Inc. and the Buyer. |
| 99.1 |
|
Press Release dated November 3, 2026 |
| 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 6, 2026 |
NEXTNRG,
INC.
(Registrant) |
| |
|
| |
By: |
/s/
Michael D. Farkas |
| |
Name: |
Michael
D. Farkas |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
NextNRG
Enters into $7,000,000 Debt Exchange to Strengthen Stockholders’ Equity
Conversion
of $7 Million in Debt and Accrued Obligations into Preferred Equity Supports Nasdaq Stockholders’ Equity Compliance Efforts
MIAMI,
FL, November 3, 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
