To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 10, 2026, NextNRG, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-ten (1-for-10) reverse split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding (the “Reverse Split”).. The Reverse Split became effective as of 12:01 a.m on September 14, 2026. As a result of the Reverse Split, every 10 shares of the Company’s issued and outstanding Common Stock automatically converted into one share of Common Stock, without any change in the par value per share, and began trading on a post-split basis under the Company’s existing trading symbol, “NXXT,” when the market opened on September 14, 2026.
The Reverse Split will reduce the number of outstanding shares of Common Stock from approximately 168.4 million shares to approximately 16.8 million shares. No fractional shares will be outstanding following the Reverse Split; instead, any fractional entitlements will be rounded up to the next highest whole number at the participant level. The new CUSIP number for the Common Stock following the Reverse Split is 652941204.
In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of Common Stock subject to such options or warrants and the exercise price thereof.
The above description is a summary of the text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events On September 10, 2026, the Company announced that it was effecting a reverse split, which would be effective September 14, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.