Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-049449

Filed: 2026-10-30

Period: 2026-10-28

CIK: 0001817004

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 28, 2026

NextNRG,

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40809

83-4260623

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

407

Lincoln Rd. #9F, Miami Beach, Florida 33139

(Address

of principal executive offices)

(305)

791-1169

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.0001 per share

NXXT

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reverse

Stock Split

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.

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.

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.

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.

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

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

NextNRG

Announces 1-for-10 Reverse Stock Split

Miami,

FL – October 28, 2026 – NextNRG, Inc. (Nasdaq: NXXT) (“NextNRG” or the “Company”), a pioneer

in AI-driven energy innovation transforming how energy is produced, managed and delivered, today announced that it will effect a 1-for-10

reverse split (“reverse stock split”) of its shares of common stock that will become effective on October 30, 2026 at 12:01

a.m. (Eastern Time).

The

Company’s common stock will continue to trade on Nasdaq under the symbol “NXXT” and will begin trading on a split-adjusted

basis when the market opens on October 30, 2026. The new CUSIP number for the common stock following the reverse stock split will be

652941303. At the effective time of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock

will be automatically reclassified and combined into 1 share of common stock. The reverse stock split will reduce the number of outstanding

shares of common stock from approximately 16.84 million shares to approximately 1.68 million shares, without giving effect to rounding.

The reverse stock split will also apply to Company’s common stock issuable upon exercise of the Company’s outstanding stock

options and warrants and upon conversion of outstanding convertible securities. No fractional shares will be issued; instead, any fractional

entitlements will be rounded up to the next highest whole number at the participant level. Also as a result of the reverse stock split,

the number of the Company’s authorized shares of common stock will be reduced from 500 million shares to 50 million shares. The

par value and other terms of the Company’s common stock are not affected by the reverse stock split. The number of the authorized

shares and other terms of the Company’s preferred stock under the Company’s articles of incorporation will not be reduced

in connection with the reverse stock split.

About

NextNRG, Inc.

NextNRG,

Inc. (NextNRG) is Powering What’s Next by deploying its AI-driven Smart Controller, a proprietary AI technology that continuously

optimizes how energy is generated, stored, and consumed. The Company deploys the controller within microgrids at commercial, healthcare,

municipal, industrial and federal sites, and at a utility scale through the Next Utility Operating System®.

NextNRG

also sells EV chargers, is advancing wireless in-motion charging, and operates one of the nation’s largest on-demand mobile fueling

fleets.

learn more, visit www.nextnrg.com.

Forward-Looking

Statements

This

press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement

describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement

and should be considered an at-risk statement. Words such as “expect,” “intends,” “will,” and similar

expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including,

but not limited to, those related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described

in NextNRG’s filings with the Securities and Exchange Commission from time to time. NextNRG’s forward-looking statements

involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed

or implied by such forward-looking statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of

its management, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes

no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking

statements.

Investor

Relations Contact

NextNRG,

Inc.

Sharon

Cohen

SCohen@nextnrg.com

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