Business Context and Reporting Period
NextNRG, Inc. filed this Form 8-K on October 7, 2026, reporting corporate actions rather than periodic financial results. The Company completed its previously approved conversion from Delaware to Nevada on October 7, 2026. It remains the same entity, continues under the name NextNRG, and its common stock remains listed on Nasdaq under NXXT.
The Company states that the conversion did not change its business, management, operations, assets, liabilities, net worth, contracts, or financial condition and results immediately before versus after conversion. Outstanding common and Series A, B, and C preferred shares converted one-for-one; employee plans and awards continue on equivalent terms. Stockholder rights changed under the Nevada charter and bylaws; the filing refers investors to the proxy statement for details.
Financial Metrics
This 8-K does not report revenue, profit, cash flow, margins, debt balances, liquidity, or other operating results. It provides no financial guidance or outlook. The filing text does not provide a clear value for the number of preferred shares outstanding or the potential aggregate dilution and payment obligations.
Material Changes and Preferred Stock Terms
- Series A: Each share has a $10 stated value and is convertible at the holder’s option at a price equal to 800% of Nasdaq’s Minimum Price, subject to adjustments. Dividends accrue at 10% annually and are generally paid in common shares. Holders generally vote with common stock on an as-converted basis; the shares have no liquidation preference and are not redeemable. A 9.99% beneficial-ownership limit applies, subject to the stated waiver provisions.
- Series B: Each share has a $10 stated value and is convertible at a price equal to 700% of Nasdaq’s Minimum Price, subject to adjustments. Dividends accrue at 12% annually and are generally paid in common shares. Holders generally vote with common stock on an as-converted basis; the shares have no liquidation preference and are not redeemable. A 9.99% beneficial-ownership limit applies.
- Series C: The designation authorizes up to 3,000,000 shares, with an initial $10 stated value per share. Stated value rises 10% on the second anniversary of issuance and may increase further under specified conditions. Dividends accrue at 12.5% annually, payable monthly at the Company’s election in cash, common shares (subject to conditions), or increased stated value; during a Mandatory Redemption Event or Trigger Event, the rate rises to 18% and common-stock dividend payment is barred.
- Series C conversion and priority: Holders may convert using a formula based on stated value, unpaid dividends and other amounts. The initial conversion price for shares originally issued on August 13, 2026 is $7.50; later issuances use a formula tied to the floor price and recent trading prices. An alternate conversion formula references recent VWAPs and can become more favorable to holders during specified events. Series C ranks senior to common, Series A, and Series B for dividends and liquidation distributions, and has a liquidation entitlement based on the greater of stated value plus amounts owed or an as-converted amount.
Voting Agreement, Risks, and Contingencies
The Company and certain stockholders amended and restated their voting, support and standstill agreement, effective September 30, 2026. The stockholders agreed to support specified proposals and oppose actions that could impede them. The agreement generally ends on the later of obtaining required stockholder approvals other than the Split Authorization and December 31, 2028, subject to exceptions.
Series C holders may require cash redemption at 125% of stated value plus accrued dividends and other amounts upon specified Mandatory Redemption Events. Those events can also permit stated-value increases. Trigger Events can automatically increase stated value by 25%, with further 10% increases for each specified 30-day period while an event continues, subject to terms and exceptions. Series C also has full-ratchet anti-dilution protection for certain below-price issuances and a 4.99% beneficial-ownership cap, which may be elected at 9.99% before issuance. Series A and B also carry substantial stock dividends. These provisions may create dilution and increase the Company’s obligations; actual impact cannot be assessed without outstanding share counts and applicable conversion and floor prices. The filing does not quantify these effects.
Most Important Facts for Investors to Verify
- Read the Nevada charter, bylaws, and each preferred-stock certificate of designation, including the rights changes described in the proxy statement.
- Verify the number of Series A, B, and C shares issued and outstanding, the related conversion prices and floor prices, and potential common-share dilution.
- Assess the cash, share-issuance, and stated-value consequences of preferred dividends, redemption rights, Trigger Events, and anti-dilution provisions.
- Confirm the status and terms of required stockholder approvals, including the Split Authorization, and any exceptions affecting the voting agreement’s termination.