NextNRG, Inc. entered into a Securities Purchase Agreement with an institutional investor to sell up to 3,000,000 shares of its newly designated Series C Convertible Preferred Stock for an aggregate purchase price of up to $27.2 million. The initial closing on August 13, 2026, resulted in the sale of 1,000,000 shares for gross proceeds of $9.2 million.
As part of the initial payment, the investor surrendered a $2.0 million senior secured convertible promissory note previously issued by the company, which was subsequently cancelled. The agreement provides for additional closings of up to 2,000,000 more shares over the next two years, subject to certain conditions.
Key Details
- Initial Closing: On August 13, 2026, the company raised $9.2 million by issuing 1,000,000 shares of Series C Preferred Stock. A pre-existing $2.0 million convertible note was cancelled as part of the transaction.
- Future Closings: The company has the option to sell up to an additional 2,000,000 shares to the investor over a two-year period, contingent on meeting specific conditions, including stock trading volume and price thresholds.
- Series C Preferred Stock Terms: The new security has a stated value of $10.00 per share, accrues a 12.5% annual dividend, and is convertible into common stock. The initial conversion price for the first tranche is fixed at $0.75 per share. The Series C ranks senior to the company's Common, Series A, and Series B Preferred Stock.
- Associated Agreements: In connection with the financing, the company also entered into a Registration Rights Agreement, requiring it to file a resale registration statement for the underlying common shares, and a Voting, Support, and Standstill Agreement with certain existing stockholders.