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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): August 13, 2026
| NextNRG,
Inc. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-40809 |
|
84-4260623 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| 407
Lincoln Rd. #9F, Miami Beach, Florida |
|
33139 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (305) 791-1169
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 (§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.
Securities
Purchase Agreement
On
August 13, 2026, NextNRG, Inc. a Delaware corporation (the “Company”),
and an institutional investor (the “Investor”) entered into a Securities Purchase Agreement (the
“SPA”) pursuant to which the Company agreed to issue and sell to the Investor up to 3,000,000 shares of a
new series of the Company’s preferred stock, known as the Series C
Convertible Non-Voting Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), for
aggregate purchase price of $27.2 million. The shares of Series C Preferred Stock are convertible into shares of the Company’s
common stock (the “Conversion Shares”), par value $0.0001 per share (the “Common Stock”),
pursuant to the terms of the Certificate of Designation (as defined herein). On August 13,
2026, following the designation and approval of the Company’s Board of Directors,
the Company filed with the Secretary of State of the State of Delaware a Certificate of
Designation of Rights and Preferences of the Series C Preferred Stock (the “Original
Certificate of Designation”), which was subsequently corrected by the filing with the Secretary of State of the State of
Delaware of a Certificate of Correction on August 14, 2026 (the “Certificate of Correction”, and together with
the Original Certificate of Designation, the “Certificate of Designation”). On August 13,
2026 (the “Initial Closing Date”), at the initial closing under the
SPA (the “Initial Closing”), the Company issued and sold to the
Investor 1,000,000 shares of Series C Preferred Stock (the “Initial Shares”) for
an aggregate purchase price of $9.2 million. A portion of the purchase price was paid by the Investor by surrendering and delivering
to the Company that certain senior secured convertible promissory note in the aggregate original principal amount of $2,000,000
which was issued to the Investor on July 24, 2026 (the “Note”). Upon surrendering the Note, the Note was
cancelled.
The
SPA provides for additional closings (“Additional Closings”) at which the Company may issue up to an aggregate of
2,000,000 shares of Series C Preferred Stock (the “Additional Shares”) to the Investor, subject to the terms and conditions
of the SPA. The Additional Closings may be initiated by either the Company or the Investor, subject to certain conditions (including
minimum trading volume and price thresholds, receipt of stockholder approval for the issuance of the applicable Conversion Shares, the
effectiveness of a registration statement for the resale of the Conversion Shares and other conditions specified in the SPA). The
Investor’s and the Company’s right to effect Additional Closings terminates on the two (2) year anniversary
of the Initial Closing Date.
The
SPA contains customary representations, warranties and covenants by the Company and the Investor. Pursuant to the SPA, the Company agreed
that until the later of (i) the date no shares of Series C Preferred Stock remain outstanding and two (2) years from the Initial Closing
Date (the “Covenant Period”), it will not, without the prior written consent of the Investor, issue any shares of
Series C Preferred Stock other than to the Investor as contemplated in the SPA and shall not issue any other securities that would cause
a breach or default under the SPA or the Certificate of Designation. The Company also agreed that from each closing date until the 20th
trading day following the effectiveness of a registration statement registering the resale of the Conversion Shares issuable upon conversion
of the shares of Series C Preferred Stock issued in such closing, that it will not effect or enter into an agreement to effect any equity
security or any equity-linked or related security, any debt, any preferred shares or any purchase rights (each a “Subsequent
Placement”), subject to certain exceptions. The Company also agreed that during the Covenant Period, neither it nor any of
its subsidiaries shall effect any Variable Rate Transaction (as defined in the SPA). The Company also granted to the Investor a participation
right in any Subsequent Placement until the later of (i) the one-year anniversary of the date of the SPA, and (ii) the last closing date
under the SPA.
Under
the SPA, the Company is required to obtain and maintain the Required Stockholder Approval (as defined in the SPA). The Company has obtained the approval from
the holders of at least a majority of the voting power of the Company’s issued and outstanding voting securities for the issuance
of all of the Conversion Shares issuable upon conversion of all of the Shares issuable pursuant to the SPA in accordance with the requirements
of Nasdaq Listing Rule 5635(d). The Company has filed a Preliminary Information Statement with regards to the issuance of all of the Conversion
Shares issuable upon conversion of the Initial Shares. The stockholder approval of the issuance of additional Conversion Shares issuable
upon conversion of Shares to be issued at subsequent closing will not become effective until the Company has filed the requisite preliminary
and definitive information statements as required pursuant to the SPA.
In
addition, upon any Split Authorization Trigger (as defined in the SPA) the Company is required to obtain stockholder approval for one
or more reverse stock splits at a ratio between 5-for-1 and 35-for-1.
Registration
Rights Agreement
In
connection with the SPA, on August 13, 2026, the Company also entered into a Registration Rights Agreement (the “Registration
Rights Agreement”) with the Investor, pursuant to which the Company agreed to file a registration statement with the Securities
and Exchange Commission (the “SEC”) covering the resale of the Conversion Shares no later than ten (10) calendar
days after the Initial Closing Date and to use its best efforts to cause such registration statement to become effective no later
than thirty (30) calendar days after the Initial Closing Date (or sixty (60) calendar days if the SEC determines to review
such registration statement). The Registration Rights Agreement provides that if the Company fails to file such registration statement
or cause it to become effective by the applicable deadline, or if the registration statement ceases to be effective or available for
use, the Company will be required to pay the Investor liquidated damages equal to 1.5% of the Investor’s aggregate stated value
of the Series C Preferred Stock on the date of such failure and on every thirty (30) day anniversary thereafter until cured.
Voting
and Support and Standstill Agreement
Also
in connection with the SPA, on August 13,
2026, the Company and certain stockholders of the Company (the “Stockholders”) entered into a Voting, Support
and Standstill Agreement (the “Voting Agreement”), pursuant to which each Stockholder irrevocably agreed to vote all
of their shares of common stock and other voting securities of the Company in favor of the Stockholder Proposals (as defined in the
Voting Agreement). The Voting Agreement also provides that each Stockholder agreed to vote against any action that would reasonably
be expected to impede, interfere with, delay, postpone or adversely affect the approval of such stockholder proposals. The Voting Agreement
includes an irrevocable proxy in favor of the Company with respect to the Stockholders’ covered shares. The Voting Agreement will
terminate upon the later to occur of (a) the date on which all required stockholder approvals have been obtained (other than the
Split Authorization (as defined in the SPA)), and (b) August 13, 2028, subject to certain exceptions.
Pursuant to the Voting Agreement, the Stockholders also agreed that they will not, among other things, demand or seek any principal,
premium or fee on any outstanding debt of the Company owned by such Stockholders, except for regularly scheduled payments, enforce any
right of foreclosure against the Company, commence any bankruptcy, insolvency or similar proceeding against the Company or otherwise
amend or modify the terms of such debt until, following the two year anniversary of the Initial Closing Date, no shares of Series C Preferred Stock are
outstanding.
Series
C Preferred Stock
The
Certificate of Designation authorizes the issuance of up to 3,000,000 shares of Series C Preferred Stock with a par value of $0.0001
per share and a stated value of $10.00 per share (the “Stated Value”). The following is a summary of the material
terms of the Series C Preferred Stock. Capitalized terms used but not defined herein have the meanings ascribed to them in
the Certificate of Designation.
Dividends.
Each share of Series C Preferred Stock accrues dividends on a daily basis and pays a mandatory dividend at an annual rate
of 12.5% of the aggregate Stated Value, payable monthly in arrears in either cash or shares of Common Stock on the first calendar day
of each calendar month.
Conversion.
Each share of Series C Preferred Stock is convertible at any time at the option of the holder into shares of Common Stock at a conversion
rate determined by dividing the Conversion Amount (the sum of the Stated Value, accrued and unpaid dividends, and other unpaid amounts)
multiplied by 105% by the Conversion Price. The initial Conversion Price for shares issued at the Initial Closing is $0.75 per
share. For shares issued at any Additional Closings, the Conversion Price will be equal to the greater of (i) the Floor
Price (the greater of $0.135 and the Nasdaq Floor Price) then in effect and (ii) 150% of the lower of (x) the closing price on
the trading day immediately prior to issuance and (y) the average closing price for the five trading days immediately preceding
issuance. The Series C Preferred Stock is also subject to an alternate conversion at a price equal to the lower of the Conversion Price
and the greater of the Floor Price and 95% of the lowest daily VWAP during the fifteen (15) consecutive trading day period ending
immediately preceding the conversion.
Voting
Rights. Shares of Series C Preferred Stock do not entitle the holders to vote on matters on which holders of Common Stock are entitled
to vote until such shares have been converted into Conversion Shares. However, the affirmative vote of a majority of the then-outstanding
shares of Series C Preferred Stock is required to (a) alter or change adversely the powers, preferences or rights of the Series C Preferred
Stock, (b) amend the Certificate of Incorporation in any manner that adversely affects the holders’ rights, or (c) enter into any
agreement with respect to the foregoing.
Liquidation
Preference. Upon any liquidation, dissolution or winding-up of the Company, the holders are entitled to receive the greater of (a)
the aggregate Stated Value plus any unpaid dividends or (b) the amount holders would receive if the shares were fully converted into
Common Stock, paid pari passu with all holders of Common Stock.
Redemption.
At any time after the two (2) year anniversary of the Original Issue Date, each holder has the right to require the Company to redeem
all or any portion of the holder’s Series C Preferred Stock at a price equal to the greater of (i) the Conversion Amount as of
the redemption date and (ii) the product of the Conversion Rate multiplied by the greatest closing sale price during the period from
the redemption notice date through the payment date. Additionally, upon certain mandatory redemption events (including failure to pay
dividends, material breach of the transaction documents, bankruptcy, and certain other events), holders may require the Company to redeem
their shares at 125% of the Stated Value plus accrued dividends and other amounts owed.
Beneficial
Ownership Limitation. The Series C Preferred Stock may not be converted to the extent that, after giving effect to such conversion,
the holder and its attribution parties would beneficially own in excess of 4.99% (or, upon election by a holder prior to issuance, 9.99%)
of the outstanding shares of Common Stock.
Anti-Dilution
Protection. The Conversion Price is subject to full-ratchet anti-dilution adjustment upon the issuance of Common Stock (or securities
convertible into Common Stock) at a price below the then-current Conversion Price, subject to certain excluded securities.
Ranking.
The Series C Preferred Stock ranks senior to the Common Stock, Series A Preferred Stock, and Series B Preferred Stock with respect to
dividends, distributions, and payments upon liquidation, dissolution, and winding up of the Company.
The
foregoing descriptions of the Certificate of Designation, the Certificate of Correction, the SPA, the Registration Rights Agreement and
the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the such documents,
copies of which are filed as Exhibits 3.1, 3.2, 10.1, 10.2 and 10.3, respectively to this Current Report on Form 8-K and are incorporated
herein by reference.
Disposition
of Indebtedness
As
previously disclosed, on July 24, 2026, the Company issued the Note to the Investor pursuant to a securities purchase agreement dated
July 24, 2026 (the “Prior SPA”). The Note bore interest at a rate of 12% per annum, was scheduled to mature on October 24,
2026, and was convertible into shares of Common Stock at a fixed conversion price of $0.75 per share. The Note was secured by substantially
all of the assets of the Company pursuant to a security and pledge agreement entered into in connection with the Prior SPA.
In
connection with the Initial Closing, the Investor surrendered and delivered the Note to the Company as partial payment of the aggregate
purchase price for the Initial Shares, and the Note was cancelled and the security interest granted in connection with the Note was released.
The Company reported the issuance of the Note on a Current Report on Form 8-K filed with the SEC on July 29, 2026.
Item
3.02. Unregistered Sale of Equity Securities.
The
issuance and sale of the Series C Preferred Stock at the Initial Closing was made, and the issuance and sale of the additional shares
of Series C Preferred Stock and Conversion Shares will be made, in reliance upon the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended, and Rule
506(b) of Regulation D promulgated thereunder.
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 11, 2026, the Board of Directors of the Company approved the filing of the Certificate of Designation with the Secretary
of State of the State of Delaware, designating 3,000,000 shares of preferred stock of the Company as Series C Preferred Stock.
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Designation of Series C Convertible Preferred Stock of the Company, filed August 13, 2026, as corrected by the Certificate
of Correction, filed August 14, 2026. |
| 3.2 |
|
Certificate of Correction, filed August 14, 2026. |
| 10.1*^ |
|
Form
of Securities Purchase Agreement, between the Company and Investor, dated as of August 13, 2026. |
| 10.2*^ |
|
Form
of Registration Rights Agreement, between the Company and Investor, dated as of August 13, 2026. |
| 10.3*^ |
|
Form of Voting and Support and Standstill Agreement, dated as of August 13, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the
Inline XBRL document). |
| * |
Certain personal information
in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6). |
| ^ |
Schedules and similar attachments
have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule
or attachment to the SEC upon request. |
SIGNATURES
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.
| Date:
August 14, 2026 |
NEXTNRG, INC. |
| |
|
|
| |
By: |
/s/ Michael
D. Farkas |
| |
Name: |
Michael D. Farkas |
| |
Title: |
Chief Executive Officer |
