NXXT · NextNRG Inc.

NextNRG Inc. entered into two separate securities purchase agreements on April 17, 2026, with Agile Hudson Partners LLC and FirstFire Global Opportunities Fund LLC, each involving the issuance of a secured promissory note with a principal amount of $275,000. The notes were issued at a $25,000 original issue discount, resulting in net proceeds of $250,000 each. As additional consideration, the company issued 50,000 shares of common stock to each investor. The notes carry a one-time guaranteed interest charge of 10% ($27,500) and mature on April 15, 2027 (Agile Hudson) and April 17, 2027 (FirstFire). Both notes are secured by a first-priority security interest on all assets of the company and its guarantors, ranking pari passu with existing secured debt held by Leviston Resources and FirstFire (for Agile Hudson) or Leviston and Agile Hudson (for FirstFire). Conversion rights begin six months after issuance, with a variable conversion price set at 80% of the average of the three lowest volume-weighted average prices during the 15 trading days prior to conversion, subject to a $0.10 floor. The notes include beneficial ownership limitations (4.99% default, up to 9.99% upon notice) and an Exchange Cap of 10 million shares unless stockholder approval is obtained. The company is subject to negative covenants prohibiting variable rate transactions until the later of October 2027 or note extinguishment. These transactions significantly increase the company's debt and potential dilution, and the security interests granted could affect the company's ability to obtain additional financing.