8-K current report · filed Aug 17, 2026

NEXTNRG, INC. (NXXT) 8-K Current Report: August 17, 2026

Item 1.01Item 3.02Item 5.03NXXT overview

Short answer

NEXTNRG, INC. (NXXT) filed an 8-K current report with the SEC on August 17, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 3.02 (Unregistered Sales of Equity Securities), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). $27.2M Series C financing capacity, with $9.2M initially funded through 1M preferred shares.

NEXTNRG, INC. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • $27.2M Series C financing capacity, with $9.2M initially funded through 1M preferred shares
  • Series C accrues 12.5% annual dividends, payable monthly in cash or common stock, increasing financing costs
  • Initial conversion price $0.75, with alternate conversion at discounted VWAP pricing and full-ratchet anti-dilution protection
  • Additional 2M preferred shares available for two years, subject to stock-price, volume, registration, and shareholder-approval conditions
  • $2M secured note cancelled, releasing substantially all-asset collateral and eliminating its 12% interest and October 24, 2026 maturity

Item 3.02 · Unregistered Sales of Equity Securities

  • Series C Preferred Stock and conversion shares issued under Securities Act Section 4(a)(2) and Regulation D Rule 506(b)
  • Unregistered private placement structure limiting immediate public resale and potentially increasing future dilution risk

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • Board designated 3,000,000 preferred shares as Series C Preferred Stock
  • Certificate of Designation filed with Delaware on August 11, 2026
  • New preferred-stock class could affect shareholder rights, voting control, and future capital structure

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