Opening the filing
8-K
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in the Current Report on Form 8-K filed on August 17, 2026 by NextNRG, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), on August 13, 2026, the Company and certain stockholders of the Company (the “Stockholders”) entered into that certain Voting, Support and Standstill Agreement (the “Original Voting Agreement”), pursuant to which each Stockholder irrevocably agreed to vote all of their shares of common stock and other voting securities of the Company in favor of the Stockholder Proposals (as defined in the Original Voting Agreement) and agreed to vote against any action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the approval of such Stockholder Proposals.
On October 7, 2026, the Company and the Stockholders entered into an Amended and Restated Voting, Support and Standstill Agreement effective as of September 30, 2026 (the “Amended Voting Agreement”). The Amended Voting Agreement, among other things, was revised to reflect the Reincorporation (as defined below), certain changes made to the Series C Certificate of Designation (as defined below) to be filed with the Secretary of State of the State of Nevada and a new termination of the Amended Voting Agreement in which it will terminate on the later of (i) the date on which all required stockholder approvals, other than the Split Authorization (as defined in the Amended Voting Agreement) have been obtained and (ii) December 31, 2028, subject to certain exceptions.
The foregoing description of the Amended Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amended Voting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Shareholders.
As previously reported by the Company, on December 29, 2025, at the 2025 annual meeting of stockholders (the “Annual Meeting”), the stockholders of the Company approved a proposal to reincorporate the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) pursuant to the terms of a plan of conversion (the “Plan of Conversion”), as described in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the SEC on December 9, 2025 (the “Proxy Statement”).
Pursuant to the Plan of Conversion, the Company effected the Reincorporation as of October 7, 2026 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware; (ii) articles of conversion with the Secretary of State of the State of Nevada;
(iii) articles of incorporation with the Secretary of State of the State of Nevada (the “Nevada Charter”); and (iv) the certificates of designation for the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock with the Secretary of State of the State of Nevada. The Company also adopted new bylaws (the “Nevada Bylaws”) to reflect the Reincorporation.
At the effective time of the Reincorporation:
The Company’s state of incorporation changed from the State of Delaware to the State of Nevada.
The affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company’s existing certificate of incorporation and bylaws, and instead, became governed by the Nevada Revised Statutes, the Nevada Charter and the Nevada Bylaws.
The Company continues to be the same entity and continues with all of the same rights, privileges and powers.
The Company continues to have the same name, possesses all of the same properties, continues with all of the same debts, liabilities and obligations, and continues with the same officers and directors as immediately prior to the Reincorporation.
Each outstanding share of common stock of the Delaware corporation was converted into one share of common stock of the Nevada corporation, and each outstanding certificate representing shares of the Delaware corporation is deemed an equivalent certificate representing shares of the Nevada corporation.
Each outstanding share of Series A Convertible Preferred Stock of the Delaware corporation was converted into one share of Series A Convertible Preferred Stock of the Nevada corporation having substantially similar rights, privileges and preferences (the “Series A Preferred Stock”).
Each outstanding share of Series B Convertible Preferred Stock of the Delaware corporation was converted into one share of Series B Convertible Preferred Stock of the Nevada corporation having substantially similar rights, privileges and preferences (the “Series B Preferred Stock”).
the aggregate Stated Value plus any unpaid dividends and any other amounts owed to such holders or (b) the amount holders would receive if the shares were fully converted into Common Stock at the Alternate Conversion Price, paid pari passu with all holders of Common Stock.
Redemption .
Upon the occurrence of a Mandatory Redemption Event (including failure to pay dividends or other amounts when due, material breach of the Transaction Documents, voluntary bankruptcy, certain conversion failures, certain Fundamental Transactions and certain other events), holders may require the Company to redeem their shares in cash at 125% of the sum of the Stated Value, accrued and unpaid dividends and other amounts owed. In addition, upon the occurrence of a Mandatory Redemption Event, holders may elect to increase the Stated Value of such holders outstanding shares of Series C Preferred Stock by 10%. Each holder may make such an election no more than 3 times in the aggregate.
Trigger Events . Upon each occurrence of a Trigger Event (including involuntary bankruptcy, suspension or delisting of the Common Stock, certain registration statement failures, failure to obtain Stockholder Approval, certain judgments and defaults on other indebtedness, a Material Adverse Effect and certain other events), the Stated Value of all outstanding shares of Series C Preferred Stock automatically increases by 25%. In addition, for so long as any Trigger Event or Mandatory Redemption Event is continuing, the Stated Value increases by an additional 10% for each thirty (30) calendar day period beginning on the thirty-first (31st) calendar day following its occurrence, subject to certain exceptions. Such additional increase in Stated Value applies separately to each individual Trigger Event or Mandatory Redemption Event and, should such Trigger Event or Mandatory Redemption Event be cured during the thirty (30) calendar day period, then the Stated Value of such shares of Series C Preferred Stock eligible for such increase will be increased pro rata based on the number of calendar days in such thirty (30) day period remaining prior to such cure.
Beneficial Ownership Limitation . The Series C Preferred Stock may not be converted to the extent that, after giving effect to such conversion, the holder and its Affiliates and Attribution Parties (each as defined in the Series C Certificate of Designation) would beneficially own in excess of 4.99% (or, upon election by a holder prior to issuance, 9.99%) of the outstanding shares of Common Stock.