NextNRG sets 1-for-10 reverse split for October 30
The split also reduces authorized common shares from 500 million to 50 million and adjusts equity awards, warrants and convertible securities.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
NextNRG, Inc. will effect a 1-for-10 reverse stock split at 12:01 a.m. Eastern Time on October 30, 2026. Its common stock is expected to begin trading on a reverse split-adjusted basis when the market opens that day.
The company said outstanding common shares will change from approximately 16.84 million to approximately 1.68 million, without giving effect to rounding, and authorized common shares will decrease from 500 million to 50 million. Fractional entitlements will be rounded up to a whole share, with no cash or other consideration paid. Authorized preferred shares will remain at 50,000,000; outstanding equity awards, warrants and convertible securities will also be adjusted proportionately.
Filing Explained
The board approved the split on October 14 and NextNRG filed the Nevada certificate on October 28; the company says no shareholder vote is required because authorized and outstanding common shares are reduced proportionately.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
street name financial
split-adjusted basis financial
Stock Split
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices)
(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 | ||
| The
|
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
On October 28, 2026, NextNRG, Inc. (the “Company”) filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to amend its Articles of Incorporation to effect a 1-for-10 reverse stock split of the Company’s authorized shares of common stock, par value $0.0001 per share (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), effective as of 12:01 a.m. Eastern Time on October 30, 2026 (the “Effective Time”), pursuant to Nevada Revised Statutes (“NRS”) 78.207.
On October 14, 2026, the board of directors of the Company (the “Board”) approved the Reverse Stock Split by unanimous written consent. Since the Reverse Stock Split was effectuated pursuant to NRS 78.207 by a proportionate decrease in both the authorized and issued and outstanding shares of the entire class, no stockholder approval of the Reverse Stock Split is required under the NRS. After the Effective Time, it is expected the Common Stock will begin trading under the existing trading symbol “NXXT” on the Nasdaq Capital Market on a reverse split-adjusted basis when the market opens on October 30, 2026. At the Effective Time, every 10 shares of Common Stock issued and outstanding will be automatically converted into one issued and outstanding share of Common Stock, and the total number of shares of Common Stock authorized for issuance under the Articles of Incorporation will be reduced by a corresponding proportion from 500 million shares to 50 million shares.
In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and warrants. The total number of shares of the Company’s preferred stock, par value $0.0001 per share, authorized for issuance under the Articles of Incorporation will remain at 50,000,000.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to have such fractional shares rounded up to the nearest whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. No cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. Banks, brokers or other nominees are instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name”; however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
The foregoing description of the Certificate of Change is qualified in its entirety by reference to the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On October 28, 2026, the Company issued a press release announcing the Reverse Stock Split. 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 Change filed with the Secretary of State of the State of Nevada on October 28, 2026 | |
| 99.1 | Press Release dated October 28, 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: October 30, 2026 | NEXTNRG,
INC. (Registrant) | |
| By: | /s/ Michael D. Farkas | |
| Name: | Michael D. Farkas | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
NextNRG Announces 1-for-10 Reverse Stock Split
Miami, FL – October 28, 2026 – 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 will effect a 1-for-10 reverse split (“reverse stock split”) of its shares of common stock that will become effective on October 30, 2026 at 12:01 a.m. (Eastern Time).
The Company’s common stock will continue to trade on Nasdaq under the symbol “NXXT” and will begin trading on a split-adjusted basis when the market opens on October 30, 2026. The new CUSIP number for the common stock following the reverse stock split will be 652941303. At the effective time of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock will be automatically reclassified and combined into 1 share of common stock. The reverse stock split will reduce the number of outstanding shares of common stock from approximately 16.84 million shares to approximately 1.68 million shares, without giving effect to rounding. The reverse stock split will also apply to Company’s common stock issuable upon exercise of the Company’s outstanding stock options and warrants and upon conversion of outstanding convertible securities. No fractional shares will be issued; instead, any fractional entitlements will be rounded up to the next highest whole number at the participant level. Also as a result of the reverse stock split, the number of the Company’s authorized shares of common stock will be reduced from 500 million shares to 50 million shares. The par value and other terms of the Company’s common stock are not affected by the reverse stock split. The number of the authorized shares and other terms of the Company’s preferred stock under the Company’s articles of incorporation will not be reduced in connection with the reverse stock split.
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.
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 such forward-looking statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes no obligation to update any 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