NEXTNRG, INC. 8-K

What Happened

• NextNRG, Inc. announced two material financing transactions in early April 2026. On April 1, 2026 the company sold a senior secured convertible promissory note to Leviston Resources, LLC (the “Leviston Note”) with a principal amount of $1,724,444 for a purchase price of $1,552,000 (original issue discount $172,444) and issued 243,300 shares as additional consideration. The Leviston Note bears 10% interest, matures October 1, 2026, is senior‑secured by substantially all company assets, and is convertible into common stock only upon an Event of Default with conversion pricing and ownership caps.
• On April 7, 2026 the company entered a Business Loan and Security Agreement with Cashera Private Credit Inc. for a $750,000 term loan (net disbursement $712,500 after a $37,500 origination fee). The Cashera Loan requires 24 weekly payments of $43,750 (total repayment $1,050,000), has an effective annual percentage rate of approximately 173.06%, is secured by substantially all assets, and is personally guaranteed by CEO Michael D. Farkas.

Key Details

• Leviston Note: $1,724,444 principal; purchased for $1,552,000; 243,300 shares issued April 1, 2026; 10% interest; maturity Oct 1, 2026; conversion allowed only after Event of Default, conversion price = 80% of average of three lowest VWAPs in prior 15 trading days (floor $0.10); equity ownership blocker at 4.99% (option to increase to 9.99%), hard cap 19.99%.
• Leviston protections: first‑priority security interest in substantially all assets (including 100% equity in subsidiaries), participation/right of first refusal in financings until later of Oct 1, 2027 or note repayment, and “most favored nation” rights while obligations outstanding.
• Cashera Loan: $750,000 principal; $712,500 net proceeds; $300,000 total interest expense; total repayment $1,050,000 in 24 weekly installments of $43,750 starting immediately; APR ~173.06%; secured by substantially all assets; CEO personal guarantee and subsidiary cross‑guarantee; defaults may trigger 25% default fee, collateral seizure, and confession of judgment option in Utah.
• Prepayment & default: Leviston requires guaranteed interest for the full six‑month term on early prepayment and imposes increased repayment amounts and harsher default remedies (obligations may increase to 150% of outstanding balance and default interest up to 18% per annum).

Why It Matters

• These financings materially increase NextNRG’s near‑term secured indebtedness (~$2.47M total principal) and grant first‑priority liens on substantially all company assets and subsidiaries, which limits flexibility for future borrowing and asset dispositions.
• The company already issued 243,300 shares to Leviston and conversion mechanics could cause further dilution if an Event of Default occurs (though conversion caps and Nasdaq limits apply). The Cashera loan’s very high effective interest rate (~173% APR) and weekly repayment schedule create significant near‑term cash flow pressure.
• Investors should note the CEO’s personal guarantee on the Cashera loan and the broad default remedies; these are concrete, non‑speculative facts that affect company risk and liquidity going forward.