NEXTNRG, INC. (NXXT) Form 424B3 — Sep 8, 2026
NextNRG, Inc. filed a prospectus registering the resale of up to 112,946,708 shares of common stock by selling stockholder NX Energy SPV LLC, an entity managed by ATW Partners Opportunities Management LLC. The shares are issuable upon conversion of 1,000,000 shares of Series C Convertible Non-Voting Preferred Stock issued at an initial closing on August 13, 2026 for an aggregate purchase price of $9.2 million, of which the company received approximately $7.2 million in gross proceeds after cancellation of a $2.0 million bridge note. NextNRG will receive no proceeds from the resale.
Key figures
- Cash Position
- 4481795
- Deal Value Usd
- $9.2 million initial closing; up to $27.2 million total potential placement ($18.0 million in additional closings)
- Gross Proceeds
- approximately $7.2 million received from the Initial Shares after cancellation of the Note (aggregate purchase price $9.2 million)
- Shares Offered
- 112946708
- Shares Outstanding
- 168133448
- Floor price
- $0.135
- Ceo ownership
- approximately 45.5%
- Dividend rate
- 12.5% annual on Stated Value, daily accrual, monthly compounding, payable monthly in cash or stock
- Liquidity runway
- sufficient to fund activities through December 1, 2026
- Liquidated damages
- 1.5% of Investor's aggregate stated value per 30-day period for registration failures
- Alternate conversion
- greater of Floor Price and 95% of lowest daily VWAP over 15 trading days (80% after a Trigger Event)
- Series c shares issued
- 1,000,000 Initial Shares at $10.00 Stated Value per share
- Initial conversion price
- $0.75
- Last reported sale price
- $0.2207 (September 4, 2026)
- Conversion shares registered
- 112,946,708 (assumes 105% conversion premium, 12.5% annual dividends compounded monthly for 3 years, $0.135 Floor Price conversion)
- Series c additional closings
- up to 2,000,000 additional Series C shares for up to $18.0 million
- Beneficial ownership limitation
- 4.99% (or 9.99% if elected)
- Bridge note principal cancelled
- $2.0 million
- Mandatory redemption multiplier
- 125% of Stated Value plus accrued dividends
- Selling stockholder prior stake
- 8,830,501 shares (4.99%)
- Officers and directors ownership
- approximately 54%
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