UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
On October 28, 2026, NextNRG, Inc. (the “Company”) filed a Certificate of Change with the Nevada Secretary of State (the “Certificate of Change”) to amend its Articles of Incorporation to effect a 1-for-10 reverse stock split of the Company’s authorized shares of common stock, par value $0.0001 per share (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), effective as of 12:01 a.m. Eastern Time on October 30, 2026 (the “Effective Time”), pursuant to Nevada Revised Statutes (“NRS”) 78.207.
On October 14, 2026, the board of directors of the Company (the “Board”) approved the Reverse Stock Split by unanimous written consent. Since the Reverse Stock Split was effectuated pursuant to NRS 78.207 by a proportionate decrease in both the authorized and issued and outstanding shares of the entire class, no stockholder approval of the Reverse Stock Split is required under the NRS. After the Effective Time, it is expected the Common Stock will begin trading under the existing trading symbol “NXXT” on the Nasdaq Capital Market on a reverse split-adjusted basis when the market opens on October 30, 2026. At the Effective Time, every 10 shares of Common Stock issued and outstanding will be automatically converted into one issued and outstanding share of Common Stock, and the total number of shares of Common Stock authorized for issuance under the Articles of Incorporation will be reduced by a corresponding proportion from 500 million shares to 50 million shares.
In addition, as a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and warrants. The total number of shares of the Company’s preferred stock, par value $0.0001 per share, authorized for issuance under the Articles of Incorporation will remain at 50,000,000.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to have such fractional shares rounded up to the nearest whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. No cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. Banks, brokers or other nominees are instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name”; however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
The foregoing description of the Certificate of Change is qualified in its entirety by reference to the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On October 28, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Change filed with the Secretary of State of the State of Nevada on October 28, 2026 | |
| 99.1 | Press Release dated October 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 30, 2026 | NEXTNRG,
INC. (Registrant) | |
| By: | /s/ Michael D. Farkas | |
| Name: | Michael D. Farkas | |
| Title: | Chief Executive Officer | |