NEXTNRG, INC. 8-K

What Happened
NextNRG, Inc. announced on April 17, 2026 that it entered into two securities purchase agreements and issued two secured promissory notes — one to Agile Hudson Partners LLC and one to FirstFire Global Opportunities Fund, LLC. Each note has a $275,000 principal amount (issued with a $25,000 original-issue discount, so each purchase price was $250,000), a one-time 10% interest charge ($27,500) earned at issuance, and maturities in April 2027 (Agile Hudson: April 15, 2027; FirstFire: April 17, 2027). The company also issued 50,000 commitment shares to each lender at closing. Both financings are secured by first-priority security interests in the company and certain subsidiaries’ assets and rank pari passu with existing secured lenders.

Key Details

• Total principal issued: $550,000 (two notes of $275,000 each); total cash received: $500,000 (net of $50,000 original-issue discounts).
• Each note: 10% one-time interest earned at issuance ($27,500 per note); convertibility begins six months after issuance.
• Conversion: lender may convert principal and interest into common stock at 80% of the average of the three lowest VWAPs during the 15 trading days before conversion, subject to a $0.10 per-share floor; equity ownership capped at 4.99% (or up to 9.99% on notice).
• Collateral & priority: Debtors granted first-priority security interests in substantially all assets; these security interests rank pari passu with existing secured debt (including Leviston).
• Other material terms: 50,000 commitment shares issued to each lender; restrictions on “Variable Rate Transactions” and other covenants until the later of the note maturity/repayment or specified dates in 2027; significant default remedies (acceleration, up to 150% payment on default and monthly principal increases of $5,000).

Why It Matters
This 8-K documents new secured debt and attendant conversion rights that affect NextNRG’s capital structure and liquidity. The company raised $500,000 in cash but took on $550,000 of principal obligations, secured by substantially all assets and subject to strict covenants and default penalties—conditions that could limit flexibility for future financings or asset sales. The conversion features create potential dilution to shareholders (subject to conversion pricing formula, equity blockers, and an exchange cap that requires shareholder approval for issuance above certain limits). Retail investors should note the increased secured leverage, the potential for future equity issuance if conversion occurs, and the restrictive terms that remain in effect until the notes are repaid or the October 2027 approval deadlines.