NextNRG (NASDAQ: NXXT) reincorporates in Nevada and adds preferred-stock terms

Posted by Brenda Bartman on Oct 8th, 2026

What happened

NextNRG, Inc. (NASDAQ: NXXT) said it reincorporated in Nevada on October 7, 2026 and kept its Nasdaq listing. It said the move followed a previously approved plan of conversion and left it as the same entity with the same rights, privileges, powers, officers and directors.

The common stock continues to trade on The Nasdaq Stock Market LLC under NXXT. The filing also included an amended and restated voting, support and standstill agreement effective September 30, 2026.

NextNRG also filed new certificates for Series A, Series B and Series C preferred stock. Each outstanding share of common stock converted into one share of Nevada common stock, and each outstanding stock certificate is treated as an equivalent Nevada certificate.

Key numbers

Metric	Latest	Source
Series C preferred shares authorized	up to 3,000,000 shares	Series C Certificate of Designation
Series C stated value	$10.00 per share	Series C Certificate of Designation
Series C annual dividend	12.5% of the Stated Value	Series C Certificate of Designation
Series C Trigger Event step-up	25%	Series C Certificate of Designation
Series C Mandatory Redemption Event redemption	125% of the sum of the Stated Value, accrued and unpaid dividends and other amounts owed	Series C Certificate of Designation

Why it matters

OptimistFi's case is that NXXT only works if a low-margin mobile-fueling base becomes a higher-margin, recurring energy-infrastructure platform before unfavorable financing. This filing is mixed for that view because it changes the legal home and preferred-stock terms.

The company says the reincorporation did not change the business, physical location, management, assets, liabilities or net worth. So the operating picture stays tied to the same business, even as the capital structure changes.

The Series C authorization equals 60% of the company's 5,000,000 authorized blank-check preferred shares. That matters because the filing sets a 12.5% annual dividend, a 25% increase after a Trigger Event and a 125% cash redemption after a Mandatory Redemption Event.

The initial Conversion Price for shares originally issued on August 13, 2026 is $7.50 per share. Series C conversions are capped at 4.99% of common stock, or 9.99% if a holder elects that limit before issuance. Series C ranks senior to common stock, Series A Preferred Stock and Series B Preferred Stock for dividends, distributions and liquidation.

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What's next

The amended voting agreement ends on the later of the date on which all required stockholder approvals, other than the Split Authorization, have been obtained and December 31, 2028, subject to exceptions. That gives investors a dated checkpoint for the governance package.

If the remaining approvals come through, the structure keeps moving. If they do not, the agreement can end on its own terms. For investors, the filing sets a governance and preferred-stock baseline that can affect future financing and control.

Sources

SEC 8-K — Current report dated October 7, 2026
Exhibit 3.5 — Series C Certificate of Designation

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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.