Nextnrg, Inc.

has occurred and is continuing.

In addition, the Company agreed, pursuant to the Amendment, to obtain stockholder approval for the issuance of all Conversion Shares issuable upon conversion or otherwise pursuant to the terms of the shares of Series C Preferred Stock issuable pursuant to the Securities Purchase Agreement.. The Amendment also amended applicable provisions of the Transaction Documents (as defined in the Purchase Agreement) to apply Nevada law upon the Redomestication and adjusted certain dollar amounts to account for the Company’s 1-for-10 reverse stock split that became effective on September 14, 2026 (the “2026 Reverse Split”).

In connection with the Amendment and the Redomestication, the Company agreed to file the Certificate of Designation with the Secretary of State of the State of Nevada no later than October 7, 2026. Pursuant to the Amendment, in addition to making conforming changes for the Redomestication and the 2026 Reverse Split, the Certificate of Designation, among other things, will remove any optional redemption by a holder of Series C Preferred Stock, amend the list of events that qualify as a Mandatory Redemption Event and adds Trigger Events, the occurrence of which automatically increases the stated value of each outstanding share of Series C Preferred Stock by 25%, with further 10% increases every 30 days while any such Trigger Event continues. The Certificate of Designation will also provide that, upon the two year anniversary of each share of Series C Preferred Stock, the stated value of such share will increase by 10%, and will subsequently increase by an additional 10% each successive one month after such two-year anniversary. Dividends on the Series C Preferred Stock are now payable, at the Company’s option in shares of Common Stock, in cash or by increasing pro rata the stated value of the holder’s shares of Series C Preferred Stock, however, the Company may not issue shares of Common Stock in payment of dividends if there is an Equity Condition Failure (as defined in the Purchase Agreement).

As previously disclosed, on September 18, 2026, the Company received a determination letter from the Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) to delist the Company’s securities from Nasdaq. The Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s determination, and the Panel has scheduled the hearing for October 22, 2026. The Company’s request for a hearing stays any suspension or delisting action pending the Panel’s final written decision. There can be no assurance that the Panel will grant the Company’s request for continued listing.