Farkas Michael D's Form 4/A amendment
AmendedNextnrg, Inc. (NXXT) · filed Aug 29, 2024
- Accession no.
- 0001493152-24-034416
- Filed
- Aug 29, 2024
- Trade date
- Aug 16, 2024
- Filing delay
- 13 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Aug 20, 2024
This filing lists 1 non-derivative transaction and 1 derivative transaction. It was filed 13 days after the trade.
This amendment replaces 0001493152-24-033346 (filed Aug 20, 2024).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Farkas Michael DCIK 0001128728 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 16, 2024 | Common Stock, par value $0.0001 per share | JOtherAcquired | +3,525,341 | $2.78F1 | +$9,800,447.98 | 4,065,968 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 16, 2024 | Common Stock | PPurchaseAcquired | +724,638 | $10.00 | +$1,400,000 | 140,000 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On August 16, 2024, NextNRG Holding Corp. ("NextNRG") exchanged promissory notes previously issued by the Issuer to NextNRG in the aggregate principal amount of $9,800,449 for 3,525,341 shares of the Issuer's common stock pursuant to an Exchange Agreement entered into between NextNRG and the Issuer dated August 16, 2024.
Referenced by the price of 1 transaction in Table I.
- F2
NextNRG is an entity controlled by the reporting person, and the reported securities may be deemed to be indirectly beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3
The Form 4 filed by the Reporting Person on August 20, 2024 is hereby amended to reflect a change in the number of shares of the Issuer's common stock held by the Reporting Person prior to August 20, 2024 from 1,351,567 to 540,627 as a result of a 1 for 2.5 reverse stock split effective as of July 25, 2024.
- F4
Shares are convertible following approval of the Issuer's stockholders of the issuance of the common stock issuable upon conversion of the preferred stock and the approval of Nasdaq or other securities exchange where the common stock is listed for public trading.
- F5
The number of shares is subject to proportional adjustment in the event of a stock split, stock dividend, stock combination, recapitalization or other similar transaction.