NextNRG: amends $27,200,000 preferred stock purchase agreement

What happened

• The filing reports that NextNRG, Inc. entered into a Securities Purchase Agreement on Aug 13, 2026 to issue up to 3,000,000 shares of Series C Convertible Non-Voting Preferred Stock for an aggregate purchase price of $27,200,000, and that at the initial closing on Aug 13, 2026 the Company issued 1,000,000 shares for $9,200,000.
• The filing reports that on Sep 30, 2026 the Company and the buyer executed an Amendment to the Securities Purchase Agreement to reflect the Company’s anticipated redomestication from Delaware to Nevada, to amend the Certificate of Designation for the Series C Preferred Stock, and to modify certain closing conditions and other terms.
• The filing reports that on Sep 18, 2026 the Company received a determination letter from Nasdaq to delist the Company’s securities, that the Company timely requested a hearing before the Nasdaq Hearings Panel, and that the Panel scheduled the hearing for Oct 22, 2026.

Key details

• Up to 3,000,000 shares of Series C Preferred Stock for $27,200,000 total; 1,000,000 shares were sold at the initial closing for $9,200,000 on Aug 13, 2026.
• The Amendment (Sep 30, 2026) changed conditions for an Additional Mandatory Closing to require the daily VWAP of the common stock to exceed both 200% of the Floor Price and the highest then-effective Conversion Price, and that no Mandatory Redemption Event or Trigger Event be continuing.
• The amended Certificate of Designation (to be filed in Nevada by Oct 7, 2026) removes optional redemption by holders, adds Trigger Events that increase the stated value of outstanding Series C shares by 25% upon occurrence and by 10% every 30 days thereafter while a Trigger Event continues, provides for a 10% stated value increase on the two-year anniversary of each share with subsequent 10% monthly increases, and allows dividends to be paid in common stock, cash, or by increasing stated value (subject to an Equity Condition Failure restriction).
• The Amendment also made conforming changes for the Company’s 1-for-10 reverse stock split effective Sep 14, 2026 and changed applicable Transaction Documents to Nevada law upon redomestication.

Why it may matter

• Item 1.01 of the filing covers the material amendment to the securities purchase agreement and changes to the Certificate of Designation for the Series C Preferred Stock; Item 3.03 covers material modification to the rights of security holders; Item 8.01 covers the Nasdaq determination letter and the requested hearing.
• This filing does not show why the insider traded or why the company acted.