NX Energy SPV LLC Issues Statement Regarding NextNRG, Inc.

NEW YORK, Nov. 10, 2026 /PRNewswire/ -- NX Energy SPV LLC (the "Investor"), an investor in NextNRG, Inc. ("NextNRG" or the "Company"), today issued the following statement regarding recent developments involving the Company.

Nasdaq Listing
The Investor understands that, following a hearing before a Nasdaq hearings panel, the Company received notice that trading in its common stock on the Nasdaq Capital Market will be suspended effective at the opening of trading on Wednesday November 11, 2026, and will be delisted subject to any appeal. The common stock is expected to begin trading on the OTC Markets on November 11, 2026. Nasdaq determined to delist the common stock after concluding that the Company had not demonstrated an ability to sustain compliance with Nasdaq's minimum bid price requirement. In reaching its determination, the Nasdaq panel noted that, following the Company's September 2026 10-for-1 reverse stock split, the Company's closing bid price remained above $1.00 for only five consecutive trading days before falling below $1.00 again. The Nasdaq panel also expressed concerns regarding the potential dilution associated with the Company's plans to address its stockholders' equity deficiency, including that the plan the Company provided depends on substantial issuances of preferred stock, convertible securities and equity capital. Nasdaq concluded that the potential dilution and overhang-associated with these securities could have a dilutive effect on the price of the Company's securities and undermine its ability to sustain compliance with the minimum bid price requirement following any additional reverse stock split. As a result, Nasdaq determined to delist the Company's common stock from the Nasdaq Capital Market.

Potential Acquisition of Turbines
The Investor also understands that the Company is in discussions with an unrelated third party pursuant to which it will acquire 3 five-megawatt turbines with an option for the Company to obtain up to 8 additional turbines at a future date in exchange for the issuance of a new proposed series of preferred stock. The Company would issue 15,000 shares of its newly designated preferred stock as consideration for the 3 turbines, having an aggregate stated value of $15.0 million, or $5.0 million per turbine, and any additional turbines would be purchased for $5.0 million per turbine as well.  The proposed transaction would also provides the Company with certain protections relating to the manufacture, testing, delivery and acceptable of the turbines, including rights to cancel or rescind the issuance of shares attributable to turbines that are delayed or for which specified post-closing obligations are not timely satisfied.

The preferred stock contemplated is expected to have a stated value of $1,000 and is not expected to accrue or pay dividends or have a maturity date, and is expected to rank senior to the Company's common stock, but junior to the Company's existing and future indebtedness and the Company's series C convertible non-voting preferred stock and series D preferred stock, with respect to liquidation and other distributions.

The preferred stock is not expected to be convertible into shares of common stock until the later of 18 months following issuance and the delivery and acceptance of all 11 turbines contemplated by the proposed transaction and is expected to have an initial conversion price of $75.00 per share, subject to proportional adjusted in the event of a stock split, stock dividend, stock combination or other such similar event. Conversions will also be subject to an aggregate ownership limitation that prevents the preferred stock from being converted into more than 80% of the Company's outstanding common stock after giving effect to the conversion.

The Company is expected to have the option to redeem the shares of preferred stock at any time after the third anniversary of the initial issuance of such preferred stock. The preferred stock will be cancelled if any of the proposed post-closing conditions are not satisfied by their respective deadlines or if any of the turbines are not delivered to the Company within 30 days of the proposed delivery deadline.

Any such transaction is subject to the execution of definitive documentation, approval by the Company's board of directors and compliance with applicable law and there can be no assurance that the discussions will not be terminated or as to what the final terms of any definitive agreements or the associated preferred stock will be.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding the Company, including statements concerning the potential acquisition of turbines, the proposed terms of such acquisition and the related preferred stock, and the Company's plans, expectations, intentions or beliefs, are forward-looking statements and should be considered at-risk statements. Words such as "potential," "plans," "believes," "expects," "intends," "will," "would," "may" and similar expressions are intended to identify forward-looking statements. The information regarding the Company and the potential turbine transaction contained in this press release is based on statements and information provided by or on behalf of the Company and has not been independently verified by the Investor. The Investor does not know whether discussions regarding the potential turbine transaction remain ongoing or have been terminated and makes no representation or warranty, express or implied, as to the accuracy, completeness or current status of such information. Forward-looking statements are subject to risks and uncertainties, including, without limitation, the Company's ability to negotiate and execute definitive agreements for the acquisition of the turbines on the terms described or at all, the satisfaction of any applicable closing conditions and approvals, risks relating to the Company's business, and macroeconomic and geopolitical events. These and other risks are described in the Company's filings with the Securities and Exchange Commission from time to time. Forward-looking statements are based only on facts and factors currently known to the party making such statements, and actual events or results may differ materially from those expressed or implied. Except as required by applicable law, the Investor undertakes no obligation to update any forward-looking statements contained in this press release. Readers are cautioned not to place undue reliance on such statements.

This press release is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase any securities.

SOURCE NX Energy SPV LLC