NextNRG, Inc. entered into an amendment to its Series C convertible preferred stock purchase agreement on September 30, 2026, coinciding with its planned redomestication from Delaware to Nevada. The amendment modifies the terms of the securities issued to an institutional investor and adjusts conditions for future closings, while the company simultaneously appeals a Nasdaq delisting determination.
The original Securities Purchase Agreement, dated August 13, 2026, allowed NextNRG to issue up to 3,000,000 shares of Series C Convertible Non-Voting Preferred Stock for an aggregate price of $27.2 million. At the initial closing that same day, the company sold 1,000,000 shares for $9.2 million. The new amendment updates the Certificate of Designation to reflect Nevada law following the redomestication and accounts for a 1-for-10 reverse stock split effective September 14, 2026.
Key changes in the amendment include revised conditions for additional mandatory closings. The daily volume-weighted average price of the common stock must now exceed both 200% of the Floor Price and the highest Conversion Price then in effect. Furthermore, no Mandatory Redemption Event or Trigger Event may be ongoing. The company also agreed to seek stockholder approval for the issuance of all conversion shares associated with the Series C preferred stock.
The amended Certificate of Designation removes optional redemption rights for holders and modifies the definition of Mandatory Redemption Events. It introduces Trigger Events that automatically increase the stated value of each outstanding preferred share by 25%, with additional 10% increases every 30 days while a Trigger Event persists. Additionally, the stated value of each share will increase by 10% on the two-year anniversary of issuance, followed by another 10% increase each subsequent month. Dividends are now payable at the company's option in common stock, cash, or by increasing the stated value of preferred shares, provided no Equity Condition Failure exists.
NextNRG must file the revised Certificate of Designation with the Nevada Secretary of State by October 7, 2026. Separately, the company received a delisting determination from Nasdaq Listing Qualifications Staff on September 18, 2026. NextNRG has requested a hearing before the Nasdaq Hearings Panel, scheduled for October 22, 2026. This request stays any suspension or delisting action pending the Panel's final written decision.