NextNRG (NXXT) Issues 260K Shares to Retire $100K Debt

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

NextNRG, Inc. (NXXT) entered into a Stock Purchase Agreement on June 16, 2026, issuing 260,000 shares of restricted common stock to Michael D. Farkas at $0.386 per share. Instead of paying cash, Farkas agreed to cancel a $100,360 promissory note (a written loan agreement) that NextNRG owed him, originally dated March 7, 2024. The agreement was filed with the SEC on June 18, 2026, and covers both the entry into a new agreement and the termination of the existing note.

NextNRG, Inc. (Nasdaq: NXXT) has issued 260,000 restricted shares of its common stock to Michael D. Farkas, according to an 8-K filing (a report companies use to disclose major news) filed with the SEC on June 18, 2026.

What Happened

The company and Farkas signed a Stock Purchase Agreement dated June 16, 2026. Under the deal, NextNRG sold Farkas 260,000 shares at a price of $0.386 per share — a price the filing says was set at or above the closing bid price of NXXT stock on Nasdaq as of June 15, 2026.

No cash changed hands. Instead of paying with money, Farkas agreed to cancel a $100,360 promissory note (a formal written loan) that NextNRG owed him. That note had been outstanding since March 7, 2024. By wiping out that debt, NextNRG effectively used the share issuance to pay off what it owed, according to the filing.

Key Terms

The shares are restricted, meaning Farkas cannot freely sell them right away. The filing states he agreed not to sell more than 10% of the average daily trading volume of NXXT on any single trading day if and when he is permitted to sell. The shares carry a standard legal legend (a notice printed on the stock certificate) warning that they have not been registered with the SEC and cannot be sold without meeting certain legal requirements first.

Farkas is described in the filing as an "accredited investor" — a legal term for someone who meets minimum income or net worth thresholds set by the SEC, allowing them to participate in private share sales that are not open to the general public.

Note Termination

The 8-K also covers Item 1.02 — the termination of a material agreement — which corresponds to the cancellation of that March 2024 promissory note. According to the filing, Farkas fully waived the note and confirmed it will no longer be owed to him after the deal closed.

Key facts

NextNRG, Inc. (NXXT) issued 260,000 restricted common shares to Michael D. Farkas

Purchase price: $0.386 per share, set at or above Nasdaq closing bid price on June 15, 2026

Total transaction value: $100,360

No cash paid — Farkas canceled a $100,360 promissory note originally dated March 7, 2024 in exchange for the shares

Agreement dated June 16, 2026; 8-K filed June 18, 2026

Shares are restricted; Farkas agreed not to sell more than 10% of average daily trading volume on any single day

Why it matters

NextNRG eliminated $100,360 in debt without spending any cash, instead paying with newly issued shares. This kind of debt-for-equity swap (trading what you owe for ownership stakes) reduces the company's liabilities on its books but also increases the total number of shares outstanding, which can dilute (reduce the percentage ownership of) existing shareholders. The buyer, Michael D. Farkas, appears to be a company insider or significant stakeholder given the nature and history of the loan, making the transaction a related-party deal that investors typically scrutinize closely for fairness. The share price used ($0.386) was tied to the market price on June 15, 2026, providing a market-based reference point for the valuation.

Frequently asked

Why did NextNRG issue shares instead of paying cash?

According to the filing, NextNRG and Michael D. Farkas agreed that the 260,000 shares would be issued in exchange for Farkas canceling a $100,360 promissory note (loan) the company owed him, rather than NextNRG paying that debt in cash.

How was the share price determined?

The filing states the purchase price of $0.386 per share was set equal to or above the consolidated closing bid price of NXXT on Nasdaq as of June 15, 2026.

Can Michael D. Farkas sell these shares right away?

No. The shares are restricted and have not been registered with the SEC. The filing also states Farkas agreed not to sell more than 10% of the average daily trading volume of NXXT shares on any single trading day when he is permitted to sell.

What happened to the original promissory note?

The March 7, 2024 promissory note for $100,360 was fully canceled as part of this deal. Farkas waived it entirely, and the filing confirms it will no longer be owed to him after closing.

What the filing reported

1.01 Entry into a Material Agreement

1.02 Termination of a Material Agreement

9.01 Financial Statements & Exhibits