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AI brief of an SEC Form 8-K · NEXTNRG, INC. (NXXT)

NextNRG CEO exchanges $7 million of debt and fees for Series D preferred stock

Mixed Impact 4 of 5 financing

NextNRG, Inc. closed a debt exchange on November 3, 2026, in which CEO Michael D. Farkas exchanged $7,000,000 of notes, interest and guarantee fees for 7,000 shares of newly designated Series D Convertible Voting Preferred Stock. The company says this reduces indebtedness and supports its efforts to meet Nasdaq's $2.5 million stockholders' equity requirement, but the filing states that the exchange alone does not satisfy that requirement. The Series D shares accrue an 18% annual cumulative dividend, are convertible into common stock at an initial $2.20 price, and carry voting rights, which may dilute common shareholders.

Key points

  • Exchange covered $3,629,924 in note principal, $2,749,169 in accrued interest and $620,907 in guarantee fees, with the closing on November 3, 2026
  • 7,000 Series D shares carry an initial stated value of $1,000 per share, with a cumulative dividend of 18% a year compounding monthly
  • Initial conversion price is $2.20 per share; conversion and voting are capped at 1,684,224 shares, or 9.99%, until the Cap Release Date
  • Nasdaq requires at least $2.5 million in stockholders' equity; the exchange alone does not satisfy that requirement, and the company awaits a Nasdaq Hearings Panel decision

The filing

CompanyNEXTNRG, INC. (NXXT)
Form8-K, current report
Filed with the SECNov 6, 2026, 4:05 PM ET
Accession number0001493152-26-050459

Items reported: 1.01 Material Definitive Agreement3.02 Unregistered Equity Sale3.03 Change to Shareholder Rights5.03 Bylaw / Charter Amendment8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 7:05 AM ET, from this filing only.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.