NextNRG, Inc.: reincorporates to Nevada and amends voting agreement

What happened

• The company reported it effected a reincorporation from the State of Delaware to the State of Nevada, effective Oct 7, 2026. The company also reported that on Oct 7, 2026 it and certain stockholders entered into an amended and restated voting, support and standstill agreement effective Sep 30, 2026.

Key details

• The reincorporation was approved at the annual meeting on Dec 29, 2025 and described in the proxy statement filed Dec 9, 2025. Effective Oct 7, 2026 the company filed a certificate of conversion with the Delaware secretary of state, articles of conversion and articles of incorporation (the Nevada charter) with the Nevada secretary of state, and certificates of designation for Series A, Series B and Series C convertible preferred stock. The company adopted new bylaws (the Nevada bylaws).
• At the effective time: the state of incorporation changed to Nevada; the company is governed by the Nevada Revised Statutes, the Nevada charter and the Nevada bylaws; the company remains the same entity with the same name, properties, debts, liabilities, officers and directors; each outstanding share of common stock and each outstanding share of Series A, Series B and Series C convertible preferred stock converted into equivalent Nevada shares on a one-for-one basis; employee benefit and incentive plans continued as before; and the company’s common stock remains listed on Nasdaq under the symbol NXXT.
• The amended and restated voting, support and standstill agreement, effective Sep 30, 2026 and entered into on Oct 7, 2026, was revised to reflect the reincorporation, to include certain changes to the Series C certificate of designation, and to add a termination provision that ends the agreement on the later of (i) the date on which all required stockholder approvals other than the Split Authorization have been obtained and (ii) Dec 31, 2028, subject to exceptions. A form of the amended voting agreement is filed as Exhibit 10.1 to the 8-K.

Why it may matter

• This 8-K reports Item 1.01 (entry into a material definitive agreement) covering the amended voting, support and standstill agreement and Item 3.03 (material modification to rights of security holders) covering the reincorporation to Nevada and related charter and bylaw changes. The filing does not show why the insider traded or why the company acted.