NextNRG (NASDAQ: NXXT) swaps $100K CEO promissory note for stock
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NextNRG, Inc. entered into a Stock Purchase Agreement with its CEO and Executive Chairman, Michael D. Farkas, under which the company issued 260,000 shares of common stock at $0.386 per share, for an aggregate value of $100,360.
Instead of paying cash, Mr. Farkas canceled $100,360 in liabilities the company owed him under a March 7, 2024 promissory note. Following this share issuance on June 16, 2026, the parties agreed to terminate that 2024 note.
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8-K Event Classification
3 items: 1.01, 1.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares issued: 260,000 shares
Price per share: $0.386 per share
Aggregate value: $100,360
+1 more
4 metrics
Shares issued
260,000 shares
Common stock issued to CEO under Stock Purchase Agreement on June 16, 2026
Price per share
$0.386 per share
Issue price for common stock to Michael D. Farkas
Aggregate value
$100,360
Total purchase price for 260,000 shares issued to CEO
Promissory note canceled
$100,360
Liabilities under March 7, 2024 note to CEO terminated June 16, 2026
Key Terms
Stock Purchase Agreement, Material Definitive Agreement, promissory note, Emerging growth company
4 terms
Stock Purchase Agreement financial
"the Company entered into a Stock Purchase Agreement (the “SPA”) with Michael D. Farkas"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
promissory note financial
"liabilities totaling $100,360 owed to Mr. Farkas pursuant to that certain promissory note, dated March 7, 2024"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
Emerging growth company regulatory
"Emerging growth company Item 1.01. Entry into a Material Definitive Agreement."
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.
FAQ
What transaction did NextNRG (NXXT) disclose in this 8-K?
NextNRG disclosed a Stock Purchase Agreement with CEO Michael D. Farkas. The company issued 260,000 common shares in exchange for canceling $100,360 of debt owed to him under a 2024 promissory note.
What happened to NextNRG’s 2024 promissory note to Michael Farkas?
The March 7, 2024 promissory note to Michael Farkas was terminated. On June 16, 2026, the note’s $100,360 balance was effectively canceled when NextNRG issued 260,000 shares under the Stock Purchase Agreement.
Why did NextNRG (NXXT) enter a Stock Purchase Agreement with its CEO?
NextNRG used the Stock Purchase Agreement to settle a liability owed to its CEO. By issuing 260,000 shares valued at $100,360, the company eliminated an equal amount of debt under the previously issued 2024 promissory note.