NextNRG, Inc. Announces $27.2M Series C Preferred Stock Financing

What Happened

• NextNRG, Inc. (NXXT) announced on August 13, 2026 that it entered a Securities Purchase Agreement (SPA) to issue up to 3,000,000 shares of newly created Series C Convertible Non‑Voting Preferred Stock for an aggregate purchase price of $27.2 million. At the initial closing on August 13, 2026 the company issued 1,000,000 Series C shares for $9.2 million. The investor surrendered a previously issued $2.0 million secured convertible promissory note as partial payment; that note was cancelled and its security interest released.
• The SPA allows additional closings for up to 2,000,000 more Series C shares over a two‑year period, subject to conditions such as trading volume/price thresholds, required stockholder approvals, and an effective SEC registration for resale of the conversion shares. The company also entered into related Registration Rights and Voting/Support/Standstill agreements.

Key Details

• Aggregate financing size: up to 3,000,000 Series C shares for $27.2 million; Initial closing issued 1,000,000 shares for $9.2 million (Aug 13, 2026).
• Dividend and conversion terms: Series C accrues a 12.5% annual dividend (paid monthly in cash or common stock). Initial conversion price for the Initial Shares is $0.75 per common share; conversion amount includes stated value ($10/share), accrued dividends and other amounts, multiplied by 105% and divided by the Conversion Price.
• Protections & limits: full‑ratchet anti‑dilution protection for conversion price (with exclusions); beneficial ownership conversion cap of 4.99% (or 9.99% if elected); holders rank senior to common and prior preferred for dividends and liquidation. Redemption rights begin after two years; certain mandatory redemptions (e.g., breaches) pay 125% of stated value plus accrued amounts.
• Registration & governance: company must file a resale registration statement within 10 days and use best efforts to have it effective within 30 (60 if SEC review). Liquidated damages of 1.5% of the investor’s stated value per 30 days apply if filing/effectiveness deadlines are missed. Voting Agreement commits certain stockholders to support the required proposals and contains standstill/other restrictions through relevant dates.

Why It Matters

• This is a material financing that provides immediate cash ($9.2M received at the initial close) and potential additional funding up to $27.2M, which can support operations or liquidity. However, the Series C shares carry conversion rights, dividend obligations (cash or stock), and seniority over common stock — all of which can dilute existing common shareholders and affect future cash flow if dividends are paid in cash.
• The registration rights mean conversion shares are intended to be registered for resale, making them tradable once the registration is effective; the company faces potential liquidated damages if it misses timing commitments. The Voting Agreement should help the company obtain necessary shareholder approvals but also limits certain actions by participating stockholders for a defined period.