UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: of Exchange Shares
−Removed: the Next Closing, the Company issued 100,000,000 Exchange Shares, 50,000,000 of which vested as of February 13, 2025 (the date of the
−Removed: Next Closing), and 50,000,000 of which were subject to vesting or forfeiture, as consideration paid to the Next Holding Shareholders.
−Removed: B Convertible Preferred Stock – Distribution – Related Party
−Removed: February 13, 2025, immediately prior to the consummation of the common control merger, the Company effectuated a non-cash distribution
−Removed: of 1,400,000 shares of Series B convertible preferred stock to its Chief Executive Officer, a related party.
−Removed: The transaction was executed
−Removed: in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and
−Removed: former holder of the Series B shares.
−Removed: Under this arrangement, the CEO had advanced personal funds to NextNRG LLC to facilitate the original
−Removed: acquisition of the shares on behalf of the Company.
−Removed: Issued for Cash and Warrants – Public Offering
−Removed: February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $15,000,000 ($3/share).
−Removed: In connection with
−Removed: this offering, the Company paid direct offering costs of $1,538,914, resulting in net proceeds of $13,461,086.
−Removed: Additionally,
−Removed: the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $3/share,
−Removed: for a period of 45 days (through March 3, 2025).
−Removed: In connection with this option, the Company issued an additional 75,378 shares of common
−Removed: stock for gross proceeds of $226,134 ($3/share).
−Removed: In connection with this offering, the Company paid direct offering costs of $18,091,
−Removed: resulting in net proceeds of $208,043.
−Removed: Issued for Services
−Removed: the quarter ended September 30, 2025, the Company issued 410,774 shares of common stock to consultants for services rendered, having
−Removed: a fair value of $1,468,391 ($2.72 - $3.90/share), based upon the quoted closing trading price.
−Removed: Issued as Loan Extension Fee
−Removed: connection with the extension of a loan, the Company was required to pay a fee of $150,000 in common stock.
−Removed: The Company issued 41,437
−Removed: shares of common stock ($3.62/share).
−Removed: A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock
−Removed: accordance with the terms of the Company’s Series A and B convertible preferred stock, the Company is required to accrue dividends
−Removed: on a quarterly basis.
−Removed: Similar to the Series A and B convertible preferred stock, dividends are accrued using a fixed conversion price.
−Removed: At December 31, 2024, the Company had accrued dividends totaling $258,271.
−Removed: In the six months ended September 30, 2025, the Company issued
−Removed: 93,576 shares of common stock to settle the outstanding dividends due.
−Removed: issuance of the above securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
−Removed: Act and/or Rule 506 of Regulation D promulgated thereunder.
−Removed: Unregistered Equity Issuance – Related
−Removed: Party Conversion
−Removed: On September 18, 2025,
−Removed: the Company approved the issuance of 1,000,000 restricted shares of its common stock to its Chief Executive Officer and Executive Chairman,
−Removed: Farkas, in connection with the conversion of $1,670,000 of related party indebtedness pursuant to a Stock Purchase Agreement.
−Removed: The shares are to be issued at a conversion price of $1.67 per share.
−Removed: The issuance was conducted as a private transaction and was exempt
−Removed: from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
−Removed: No underwriters were engaged in the transaction, and
−Removed: no underwriting discounts or commissions were paid.
+Added: the three months ended March 31, 2026, and through the date of this Quarterly Report on Form 10-Q, the Company issued the following
+Added: shares of its common stock in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”):
+Added: 6, 2026, the Company issued 243,300 shares of common stock to Leviston Resources, LLC at a price of $0.001 per share, pursuant to the
+Added: terms of of an existing financing agreement with the holder.
+Added: 16, 2026, the Company issued 50,000 shares of common stock to Agile Hudson Partners LLC at a price of $0.40 per share, pursuant to the
+Added: terms of an existing financing agreement with the holder.
+Added: 17, 2026, the Company issued 50,000 shares of common stock to FirstFire Global Opportunities Fund, LLC at a price of $0.40 per share,
+Added: pursuant to the terms of an existing financing agreement with the holder.
+Added: 28, 2026, the Company issued 25,664 shares of common stock to AJB Capital Investments, LLC at a price of $0.40 per share, pursuant to
+Added: the terms of their Series A preferred shares.
+Added: 28, 2026, the Company issued 21,739 shares of common stock to Michael D.
+Added: Farkas, the Company’s Chief Executive Officer, at a price of
+Added: $0.40 per share, pursuant to Series B preferred shares.
+Added: The issuance to Mr.
+Added: Farkas constitutes a related party transaction.
+Added: of the issuances described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
+Added: Act and/or Rule 506(b) of Regulation D promulgated thereunder.
+Added: Each recipient represented to the Company that it was an “accredited
+Added: investor” as defined in Rule 501(a) of Regulation D, was acquiring the securities for investment and not with a view to, or for
+Added: resale in connection with, any distribution thereof, and had access to information about the Company sufficient to make an informed investment
+Added: The book-entry positions representing the shares are subject to customary restrictive legends under the Securities Act.
+Added: underwriting discounts or commissions were paid in connection with these issuances, and there was no general solicitation or advertising.
DEFAULTS UPON SENIOR SECURITIES
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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.