What changed in this filing

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Item 3. Legal Proceedings

2026-04-16 compared with 2025-03-27 · 61 added, 4 removed, 2 unchanged (97% of the section changed)

Legal Proceedings

know of no other material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any other

material proceeding or pending litigation.

There are no other proceedings in which any of our directors, executive officers, or affiliates,

or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company

GSPP HOLDCO III, LLC, a New York limited liability company and GREEN STREET POWER PARTNERS, LLC, a New York limited liability company,

currently pending in the United States District Court Southern District of New York, Case No.

litigation was filed by the Company’s subsidiary NEXT/INGLE HOLDINGS, LLC (“Next/Ingle”)and NEXT NRG OPS, LLC, f/k/a

NEXTNRG, LLC (together with Next/Ingle, the “Next Plaintiffs”), alleging that the Next Plaintiffs purchased 100% of a project

company from Green Street Power Partners, LLC (“GSPP”) and its affiliate for approximately $4.1 million to acquire the development

rights for a solar and battery energy storage project located in Ingle, Florida.

The transaction was premised on the understanding that

the project would support a viable power purchase agreement with JEA, the community-owned electric utility serving Jacksonville, Florida

(“JEA”), at a rate of approximately $49/MW, and that the project could connect to JEA’s infrastructure through existing

easements for a “gen-tie” line.

The Next Plaintiffs allege that defendants made and repeated these representations in the

parties’ Letter of Intent (“LOI”) and Membership Interest Purchase Agreement (“MIPA”), while contractually

restricting the Next Plaintiffs from contacting JEA directly and agreeing to keep the Next Plaintiffs updated regarding communications

The Next Plaintiffs further allege that defendants failed to disclose that, prior to closing, JEA had informed defendants that

the proposed $49/MW pricing would not be acceptable, that JEA would not permit the project to utilize its easements for the proposed

gen-tie line, and that new resource planning was underway, all of which allegedly undermined the feasibility and value of the project.

According to the Next Plaintiffs, these facts were discovered only after closing when the Next Plaintiffs contacted JEA directly.

Next Plaintiffs thereafter demanded indemnification and reimbursement, which defendants allegedly refused, and the Next Plaintiffs commenced

this action asserting claims for breach of the LOI, breach of the MIPA, fraud in the inducement, breach of the implied covenant of good

faith and fair dealing, negligent misrepresentation, unjust enrichment, breach of fiduciary duty, and rescission, seeking damages including

the return of the approximately $4.1 million paid, together with attorneys’ fees, interest, and punitive damages.

matter is currently in its early stages and the pleadings have not yet closed.

Defendants have filed a Motion to Dismiss, which has been

fully briefed and is scheduled for oral argument on April 9, 2026[PW1] .

The Next Plaintiffs intend to vigorously prosecute the action

and will also consider a negotiated resolution to the extent any settlement reasonably compensates the Next Plaintiffs for the losses

alleged to have been caused by defendants’ conduct.

In the Complaint, the Next Plaintiffs seek damages of approximately $4.1 million,

although the amount of damages claimed may fluctuate depending upon the evidence developed during discovery and any expert analysis relating

Discovery has not yet commenced, and expert analysis concerning the nature and extent of the damages alleged in the Complaint

has not yet been undertaken.

Any estimate of potential damages will be further developed during the discovery process and with the assistance

of qualified experts.

GLOBAL ENERGY LLC, a Delaware limited liability company v.

NEXT/INGLE HOLDINGS LLC, Delaware limited liability company, and MICHAEL D.

FARKAS, individually, currently pending in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case

Number 2025-024817-CA-01

litigation alleges that on December 16, 2024, Next/Ingle executed a $5,000,000 promissory note in favor of the plaintiff lender, with

repayment due by March 31, 2025 or upon receipt of project financing, and the borrower’s obligations were personally guaranteed

by the guarantor, the Company’s CEO Michael D.

Farkas, under an unconditional guaranty.

Plaintiff filed suit asserting claims for

breach of the promissory note against the borrower and breach of the guaranty against the guarantor.

This matter is currently in its

early stages.

Next/Ingle has filed an Answer and Affirmative Defenses, and the pleadings are now closed.

Among other defenses, Next/Ingle

asserts that the loan underlying the action may be invalid due to alleged criminal usury.

The parties have also begun engaging in informal

settlement discussions.

Next/Ingle intends to vigorously pursue its asserted defenses and any potential recovery arising therefrom, but

it remains too early in the proceedings to meaningfully evaluate the ultimate outcome of the matter.

Discovery has not yet commenced

and expert analysis concerning the nature and extent of any potential damages has not yet been undertaken.

Accordingly, any estimate

of potential damages or exposure may fluctuate depending upon the evidence developed during discovery and any expert analysis relating

addition, from time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and adverse results in matters may arise from time to time that may harm our business.

As of the date of this Annual Report, we believe that there are no other claims against us which we believe will result in a material

adverse effect on our business or financial condition.

Mine Safety Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings