NextNRG's 1-for-10 reverse split takes effect on the last day of its Nasdaq bid-price compliance period

by Jonas Halvorsen · September 10, 2026

Companies Reporter, The MicroCap Herald

NextNRG, Inc. announced on Thursday that it will effect a 1-for-10 reverse split of its common stock, effective at 12:00 a.m. Eastern time on Monday, Sept. 14, 2026, with the shares trading on a split-adjusted basis at the market open that day. The company said the stock will continue to trade under the symbol NXXT and will carry a new CUSIP, 652941204. The release itself names the market only as "Nasdaq"; the company's Form 8-K identifies the listing venue as the Nasdaq Capital Market, both in the securities-registration table on its cover page and in the body of the filing.

Sept. 14 is not an arbitrary date. In a Form 8-K reporting the event, NextNRG disclosed that it received a notice from Nasdaq on March 16, 2026 stating that it no longer complied with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement, after its closing bid price fell below $1.00 for 30 consecutive business days. The filing states that "the Company will be provided 180 calendar days, or until September 14, 2026, in which to regain compliance." By the Herald's own count from the notice date, the 180th calendar day is Saturday, Sept. 12; the Monday date is the one Nasdaq gave and the company disclosed, and it is the date used here.

The reverse split therefore takes effect on the last day of that compliance period, and the timing has a mechanical consequence. Nasdaq Listing Rule 5810(c)(3)(A) provides that "compliance can be achieved during any compliance period by meeting the applicable standard for a minimum of 10 consecutive business days during the applicable compliance period." That is a floor rather than a fixed count — the rule leaves Nasdaq staff discretion to require a longer period in some circumstances — and it is measured in closing bid prices, not closing sale prices. With split-adjusted trading beginning on Monday, Sept. 14, the final day of the window, only one split-adjusted session falls inside the first compliance period. The split cannot by itself produce ten consecutive split-adjusted closing bids above $1.00 before that period expires.

What the March filing set out instead is the second-period route. In the filing's words, if the company fails to regain compliance before the 180 days expire "but meets the continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted an additional 180 calendar days to regain compliance." The rulebook language matches: a Capital Market company not deemed in compliance at the end of the first period "will be afforded an additional 180 day compliance period" on those conditions.

Whether NextNRG has given Nasdaq that written notice is not addressed in Thursday's announcement. Neither is the bid price rule. The Herald read the release in full, including its boilerplate and its forward-looking-statements section: it states no reason for the split, makes no reference to Nasdaq Listing Rule 5550(a)(2) or to any listing deficiency, and does not mention the September compliance deadline. A reader relying on the announcement alone would not learn from it that the company is operating against a listing deadline that expires on the day the split takes effect.

The mechanics the release does disclose are these. Shares outstanding fall from approximately 168.4 million to approximately 16.8 million before rounding. The split applies to shares issuable on the exercise of outstanding stock options and warrants and on 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" — a treatment that avoids cashing shareholders out of odd lots but that also means the post-split count will exceed the arithmetic figure by an amount the release does not quantify. The release does not disclose whether the authorized share count is being reduced proportionately, which is the most consequential omission for shareholders assessing future dilution capacity: a split that consolidates outstanding shares without touching authorized shares expands the headroom available for new issuance by an order of magnitude. The Herald has not reviewed a charter amendment addressing the authorized count and does not know whether one exists.

A reverse split changes the denominator. It does not change the cash position, and NextNRG's is thin. In results for the second quarter of 2026, released Aug. 13, the company reported cash and cash equivalents of $883,696 as of June 30, 2026.

Against that, the operating figures show growth alongside continuing losses. On a GAAP basis, revenue rose 40.9% to $27,747,948 in the second quarter of 2026 from $19,691,568 a year earlier. GAAP gross profit was $1,955,638, against $1,569,816 in the prior-year quarter. GAAP net loss narrowed 81.7% to $6,624,702 from $36,133,275. On a non-GAAP basis, which the company presents separately and which excludes items management identifies as non-operating, adjusted EBITDA was negative $2,213,843 against negative $5,759,395 a year earlier. Two ratios in this paragraph are the Herald's arithmetic from the company's stated figures rather than figures the company reported: gross profit equals about 7% of revenue, and the quarterly GAAP net loss is about seven and a half times the cash held at the end of the quarter.

The second-quarter release carries no going-concern or substantial-doubt language and states no cash runway. It says management "continues to evaluate multiple financing and strategic initiatives intended to support working capital requirements, operational growth, and expansion of the Company's AI-powered smart controller deployments." That observation is scoped to the earnings release, which is what the Herald reviewed; it is not a statement about the going-concern discussion or the notes in the company's Form 10-Q for the same period, which the Herald has not reviewed.

The terms on which NextNRG has recently financed itself indicate what that evaluation has produced so far. A Form 8-K describes a senior secured convertible note issued to Leviston Resources, LLC on April 1, 2026 with a principal amount of $1,724,444 against cash proceeds of $1,552,000, reflecting an original issue discount of $172,444. The note bears interest at 10% and matures Oct. 1, 2026; the filing states the interest is guaranteed for the full six-month term regardless of prepayment or conversion. Conversion is available only upon an event of default, at the lender's option, at 80% of the average of the three lowest daily VWAPs over 15 trading days, subject to a $0.10 floor price and a $1,950 fee per conversion. NextNRG issued 243,300 common shares to the lender up front. Issuance is capped at the 19.99% limitation in Nasdaq Listing Rule 5635(d), and a beneficial ownership blocker set at 4.99% may be increased to 9.99% on 61 days' notice. On default, the outstanding obligations automatically increase to 150% of the then-outstanding balance, with default interest at the lesser of 18% per annum or the maximum rate permitted by law, and the lender holds a first-priority security interest in substantially all assets, including 100% of subsidiary equity.

The same filing describes a term loan from Cashera Private Credit Inc. dated April 1, 2026 and entered April 7: principal of $750,000, net proceeds of $712,500 after a $37,500 origination fee, repayable in 24 weekly instalments of $43,750 for a total repayment obligation of $1,050,000, of which $300,000 is stated as total interest expense. The rate is not the Herald's calculation: the filing states that "the annual percentage rate for the Cashera Loan is approximately 173.06%." The loan matures Oct. 1, 2026 and carries a default fee of 25% of the outstanding balance, acceleration rights, a confession of judgment in the State of Utah permitting summary entry of judgment without trial, a first-priority security interest in substantially all of the company's assets, a personal guarantee from chief executive Michael D. Farkas, a cross-guarantee from subsidiary NextNRG Ops LLC, and a $75,000 stacking fee for each occurrence of incurring additional debt without consent.

Both instruments mature on Oct. 1, 2026, roughly two and a half weeks after the split takes effect. The conversion feature on the Leviston note is dormant unless an event of default occurs, at which point it prices off the three lowest VWAPs in a fifteen-day lookback with only a $0.10 floor — a structure that becomes more dilutive the weaker the share price is when it is triggered. The floor price is stated in pre-split terms in the April filing, and Thursday's announcement does not address how the split affects it.

NextNRG describes itself as an AI-driven energy company deploying Smart Controller technology in microgrids, selling EV chargers and operating a mobile fueling fleet. Its risk disclosures reference macroeconomic and geopolitical conditions and direct readers to its SEC filings.

For shareholders, the sequence to watch is procedural. Nasdaq's compliance test requires a minimum of ten consecutive business days at the standard; the first compliance window closes the same day split-adjusted trading begins; and the route back, if there is one, runs through the second 180-day period and its conditions rather than through the split alone. The split also starts a new clock of its own. Rule 5810(c)(3)(A)(iv) provides that a company failing the minimum bid price requirement that "has effected a reverse stock split over the prior one-year period" is not eligible for any compliance period under that rule. On the plain terms of the rule, a fresh bid-price failure within a year of Sept. 14, 2026 would leave NextNRG without a cure window and route it to a Hearings Panel appeal instead. The Herald has not confirmed how Nasdaq would apply that provision to this company and states it here only as the published rule reads.