NextNRG CEO Farkas swaps $7M of debt for Series D preferred to bolster Nasdaq equity

NEXTNRG, INC.

• CEO Michael D. Farkas exchanged $3,629,924 principal, $2,749,169 interest and $620,907 guarantee fees, totaling $7,000,000, for 7,000 Series D preferred shares at $1,000 stated value.
• Series D accrues 18% cumulative dividends compounding monthly, converts initially at $2.20/share with a $0.44 floor; conversion/voting capped at 9.99% (1,684,224 shares) until Nasdaq cap release.
• No cash was paid; exchanged obligations were cancelled and related security interests and guaranties released. Series D ranks junior to Series C preferred and senior to common stock.
• NextNRG says Nasdaq requires $2.5M stockholders' equity; the exchange is expected to cut $7M of debt but alone does not satisfy the requirement; it awaits a Nasdaq Hearings Panel decision.
• Series C buyer consented via Nov 2, 2026 waiver, extended stockholder-approval deadline to Nov 6, 2026, and allowed an up-to-$25.0M equity facility, with at least 20% of proceeds to redeem Series C.