NextNRG, Inc. filed a Form 8-K on November 6, 2026, disclosing that on November 2, 2026, the company and its subsidiary entered into a Debt Exchange Agreement with CEO Michael D. Farkas, converting $7,000,000 in outstanding obligations into newly designated Series D Convertible Voting Preferred Stock.

Key Highlights

  • Total debt exchanged: $7,000,000 in aggregate amounts owed to Michael D. Farkas, comprising $3,629,924 in promissory note principal, $2,749,169 in accrued interest, and $620,907 in accrued guarantee fees.
  • Consideration issued: 7,000 shares of newly designated Series D Convertible Voting Preferred Stock, par value $0.0001 per share, with an initial stated value of $1,000 per share; no cash was paid.
  • Dividend rate: Each Series D Preferred share accrues cumulative dividends at an annual rate of 18% of the Stated Value, compounding monthly.
  • Initial conversion price: $2.20 per share of common stock, subject to a floor price of $0.44 per share.
  • Conversion cap: Prior to the Cap Release Date, conversion of Series D Preferred is limited to 1,684,224 shares of common stock, representing 9.99% of the 16,859,103 shares outstanding as of the date of the Exchange Agreement.
  • Trading restriction: Mr. Farkas and his affiliates agreed not to sell, on any trading day, shares of common stock issued upon conversion of the Series D Preferred in excess of 5% of the daily trading volume of the common stock.
  • Closing date: The transactions contemplated by the Exchange Agreement closed on November 3, 2026.

NextNRG Converts CEO's $7 Million in Obligations into Series D Preferred Stock

According to the filing, NextNRG, Inc. (NASDAQ:NXXT) and its wholly owned subsidiary, NextNRG Holding Corp., entered into a Debt Exchange Agreement with Michael D. Farkas, the company's Chief Executive Officer, a member of its board of directors, and a principal stockholder. The agreement, dated November 2, 2026, closed the following day. The filing states that the exchanged amounts consisted of promissory notes with aggregate outstanding principal of $3,629,924, accrued and unpaid interest of $2,749,169, and $620,907 in accrued guarantee fees owed for Mr. Farkas's personal guarantees of certain company obligations. Upon closing, the filing states these amounts were "cancelled in full and any related security interests, guaranties and other credit support were released."

The company disclosed that on November 3, 2026, following board approval, it filed the Certificate of Designation of Preferences and Rights of Series D Convertible Voting Preferred Stock with the Secretary of State of the State of Nevada. Each share of Series D Preferred carries an initial stated value of $1,000 and accrues cumulative dividends at 18% per year of the Stated Value, compounding monthly, which accrete to the Stated Value unless the board elects to pay them in cash. The filing notes that for so long as any Series C Convertible Non-Voting Preferred Stock remains outstanding, no cash dividend may be paid on the Series D Preferred.

The filing further discloses that Series D Preferred is convertible at any time at the holder's option into common stock at an initial Conversion Price of $2.20 per share, subject to anti-dilution adjustments and a floor of $0.44 per share. Voting rights allow holders to vote alongside common stockholders, with each share carrying votes equal to the Stated Value divided by the applicable Conversion Price. Until the Cap Release Date, both conversion and voting are capped at 9.99% of outstanding shares and total voting power, respectively, and this limitation "may not be waived by the holder," according to the filing. The filing also notes that amounts owed to Mr. Farkas not included in the exchange remain outstanding.

What Was Disclosed

NextNRG, Inc. disclosed the terms of a Debt Exchange Agreement under which CEO Michael D. Farkas exchanged $7,000,000 in company obligations for 7,000 shares of newly created Series D Convertible Voting Preferred Stock, with the transaction closing November 3, 2026, and no cash consideration changing hands.