Business context and reporting period
NextNRG, Inc. filed this Form 8-K on October 6, 2026, reporting events dated September 30, 2026. The filing concerns amendments to a Series C preferred-stock financing in connection with a planned redomestication from Delaware to Nevada, and a pending Nasdaq delisting appeal. It does not include financial statements or quarterly operating results.
Financing and key terms
- Under an August 13, 2026 securities purchase agreement, the company agreed to sell an institutional investor up to 3,000,000 shares of Series C Convertible Non-Voting Preferred Stock for an aggregate purchase price of $27.2 million. At the initial closing, it issued 1,000,000 shares for $9.2 million.
- The September 30 amendment revises the agreement and preferred-stock designation, including changes reflecting the planned Nevada redomestication and the September 14, 2026, 1-for-10 reverse stock split.
- The company must obtain stockholder approval for issuance of all common shares issuable upon conversion of, or otherwise pursuant to, the Series C shares covered by the agreement.
- The company agreed to file the revised Certificate of Designation in Nevada by October 7, 2026. The filing says the full amendment and designation were to be filed later as exhibits.
Material changes and potential economic effects
- The amendment removes the holder’s optional redemption right and revises the events that qualify as Mandatory Redemption Events.
- New Trigger Events would automatically increase each outstanding Series C share’s stated value by 25%, with further 10% increases every 30 days while a Trigger Event continues.
- Beginning on the two-year anniversary of each share, its stated value would increase by 10%, followed by another 10% increase each successive month.
- Dividends may be paid, at the company’s option, in common shares, cash, or through a pro rata increase in stated value. Common shares may not be used for dividends when an Equity Condition Failure exists.
- The company’s ability to initiate an Additional Mandatory Closing is subject to revised conditions, including common-stock daily VWAP exceeding both 200% of the Floor Price and the highest then-effective Conversion Price, and no continuing Mandatory Redemption Event or Trigger Event.
Financial metrics, outlook, and risks
The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or operating guidance figures. It also gives no clear value for the financing proceeds beyond the $9.2 million initial closing and the $27.2 million aggregate purchase price stated for the agreement. The amended terms may increase the preferred stock’s stated value in specified circumstances; the filing does not quantify the resulting potential obligations.
Nasdaq staff issued a determination letter on September 18, 2026, to delist the company’s securities. The company appealed, and a hearing is scheduled for October 22, 2026. The appeal stays suspension or delisting pending the Panel’s final written decision, but the company cautions that continued listing is not assured.
Important facts for investors to verify
- Whether the Nevada redomestication and the Certificate of Designation filing were completed by the stated deadline, and the final filed terms.
- Whether stockholder approval is obtained and how many additional Series C shares, if any, are issued under the purchase agreement.
- The final definitions and operation of Trigger Events, Mandatory Redemption Events, conversion terms, and dividend provisions.
- The Nasdaq Panel’s decision and the company’s resulting listing status.
- Updated financial statements and liquidity disclosures, which are not included in this 8-K.