STOCK TITAN

NextNRG faces Nasdaq delisting after $1 bid miss

Nasdaq has moved to delist NEXTNRG’s stock for bid-price and equity deficiencies, while the company appeals and relies on a recent 1-for-10 reverse split to aid compliance.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

NEXTNRG, INC. (NXXT) reports that Nasdaq has determined to delist its common stock from the Nasdaq Capital Market after the company failed to regain compliance with the $1.00 Minimum Bid Price Requirement by September 14, 2026. Nasdaq also stated the company is ineligible for an additional 180-day cure period because it does not meet the stockholders’ equity required for initial listing standards. NEXTNRG intends to timely request a hearing before the Nasdaq Hearings Panel, which will stay any suspension or delisting action while the appeal is pending and the stock continues to trade on Nasdaq. The company recently effected a 1-for-10 reverse stock split on September 14, 2026, after which the common stock has been trading above the minimum bid price, although there is no assurance it will remain so or that continued listing will be granted.

Positive

  • 1-for-10 reverse split lifts trading price above $1.00 since September 14, 2026, potentially aiding efforts to meet Nasdaq’s Minimum Bid Price Requirement, though there is no assurance this will be sustained or will secure continued listing.

Negative

  • Nasdaq has determined to delist NXXT from the Nasdaq Capital Market after failure to regain compliance with the $1.00 Minimum Bid Price Requirement by September 14, 2026.
  • NEXTNRG is not eligible for a second 180-day cure period because it does not meet Nasdaq’s initial listing stockholders’ equity standards, limiting its formal avenues to regain compliance.
  • Continued listing now depends on a Nasdaq Hearings Panel decision, and the company explicitly notes there is no assurance the Panel will grant continued listing or that compliance will be regained.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Minimum Bid Price Requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) requires a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market.
Bid-price deficiency period 30 consecutive business days A failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for 30 consecutive business days under Listing Rule 5810(c)(3)(A).
Initial compliance period 180 days to September 14, 2026 Nasdaq gave the company 180 days, until September 14, 2026, to regain compliance with the Minimum Bid Price Requirement.
Hearing request deadline September 22, 2026 The Delisting Notice stated the common stock will be subject to delisting unless the company requests a hearing before the Nasdaq Hearings Panel by September 22, 2026.
Reverse split ratio 1-for-10 A Certificate of Amendment effected a one-for-ten reverse split of outstanding common stock, effective September 14, 2026.
Reverse split effective time 12:01 a.m. on September 14, 2026 The reverse split became effective as of 12:01 a.m. on September 14, 2026, designated as the Effective Date.
Minimum Bid Price Requirement regulatory
"it no longer complied with the minimum bid price requirement for continued listing"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Capital Market regulatory
"its common stock has been below $1.00 per share for 30 consecutive business days"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq Hearings Panel regulatory
"request a hearing before the Nasdaq Hearings Panel (the “Panel”)"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
reverse split financial
"to effect a one-for-ten (1-for-10) reverse split of its outstanding shares"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
forward-looking statements regulatory
"contains certain “forward-looking statements” within the meaning of"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What Nasdaq action does this 8-K report for NEXTNRG, INC. (NXXT)?

Nasdaq has issued a Delisting Notice determining to delist NEXTNRG’s common stock from the Nasdaq Capital Market after the company failed to regain compliance with the $1.00 Minimum Bid Price Requirement by the September 14, 2026 compliance deadline.

Why is NXXT not eligible for another 180-day compliance period?

Nasdaq informed NEXTNRG that it is not eligible for a second 180-day period to regain compliance because the company lacks the stockholders’ equity required to meet Nasdaq’s initial listing standards.

Will NXXT shares continue trading on Nasdaq during the appeal?

NEXTNRG intends to timely request a hearing before the Nasdaq Hearings Panel by September 22, 2026. A timely request will automatically stay any suspension or delisting, so the common stock will continue to be listed and trade on Nasdaq during the appeal.

What is the Minimum Bid Price Requirement mentioned for NXXT?

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share. A deficiency exists if the closing bid price is below $1.00 for 30 consecutive business days, as defined in Listing Rule 5810(c)(3)(A).

What reverse stock split did NXXT implement and when?

NEXTNRG effected a one-for-ten (1-for-10) reverse stock split of its outstanding common stock, which became effective at 12:01 a.m. on September 14, 2026. Since that effective date, its common stock has been trading above the $1.00 Minimum Bid Price Requirement.

Does the 8-K assure that NXXT will remain listed on Nasdaq?

No. The company states there can be no assurance that the Nasdaq Hearings Panel will grant its request for continued listing or that it will regain and maintain compliance with Nasdaq listing standards, despite the recent reverse split and current trading price.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 15, 2026

 

NEXTNRG, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40809   83-4260623

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

407 Lincoln Rd. #9F, Miami Beach, Florida 33139   33139
(Address of principal executive offices)   (Zip Code)

 

(305) 791-1169 (Registrant’s telephone number, including area code)

 

N/A

 

(Former name or former address, if changed since last report)

 

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:

 

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, $0.0001 par value   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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed, on March 16, 2026, the Company received a letter (the “Minimum Bid Notice”) from The Nasdaq Stock Market, LLC ( “Nasdaq”) notifying the Company that, because the closing bid price for its common stock has been below $1.00 per share for 30 consecutive business days, it no longer complied with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”) and Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Nasdaq provided the Company with 180 days, or until September 14, 2026, to regarding compliance (the “Compliance Deadline”).

 

As of September 15, 2026, the Company had not regained compliance with the Minimum Bid Price Requirement. As such, on September 15, 2026, the Company received a new letter (the “Delisting Notice”) from Nasdaq notifying the Company that, as a result of the Company’s failure to regain compliance with the Minimum Bid Price Requirement by the Compliance Deadline, Nasdaq has determined to delist the Company’s common stock from the Nasdaq Capital Market. Furthermore, Nasdaq informed the Company that it is not eligible for a second 180-day period to regain compliance because the Company lacks the stockholders’ equity required to meet the initial listing standards.

 

The Delisting Notice stated that the common stock will be subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by September 22, 2026. Accordingly, the Company intends to timely request a hearing before the Panel, and at which point, such timely request will automatically stay any further suspension or delisting action by Nasdaq pending the Panel’s decision. During the appeal process with the Panel, the common stock will continue to be listed and trade on Nasdaq. However, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq. In connection with the Delisting Notice, the Company has remitted the requisite hearing request fee and intends to formally request a hearing before the Panel to appeal the determination.

 

Further, as previously disclosed, on September 14, 2026 the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-ten (1-for-10) reverse split of its outstanding shares of common stock (the “Reverse Split”). The Reverse Split became effective as of 12:01 a.m. on September 14, 2026 (the “Effective Date”). Since the Effective Date, the Company’s common stock has been trading above the Minimum Bid Price Requirement. There can be no assurance that the common stock will continue to trade above the Minimum Bid Price Requirement.

 

Forward-Looking Statements

 

This Form 8-K contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Form 8-K are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to the risks and uncertainties set forth under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Form 10-K, Form 10-Q, and other filings with the SEC, as such factors may be updated from time to time in the Company’s filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made and the Company does not undertake any duty to update these forward-looking statements, except as otherwise required by law.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
     
104   Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 17, 2026  
  NEXTNRG, INC.
   
  By: /s/ Michael D. Farkas
  Name: Michael D. Farkas
  Title: Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

3 documents

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