Next Bridge Hydrocarbons Completes Acquisition, Issues Equity

TL;DR

NBHI closed an acquisition, sold equity, and changed its corporate structure. Big moves happening.

AI Summary

Next Bridge Hydrocarbons, Inc. (NBHI) announced on August 20, 2025, the completion of an acquisition, entering into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. This filing details modifications to security holder rights and amendments to its articles of incorporation or bylaws.

Why It Matters

This 8-K filing indicates significant corporate actions including an acquisition and equity issuance, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, completion of an acquisition, and unregistered sales of equity, all of which carry inherent risks and potential impacts on the company's financial health and stock performance.

Key Players & Entities

• Next Bridge Hydrocarbons, Inc. (company) — Filer
• OilCo Holdings, Inc. (company) — Former Company Name
• August 20, 2025 (date) — Earliest Event Reported
• August 25, 2025 (date) — Date as of Change
• August 26, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $6,000,000 — ge"), under which Panther Bridge loaned $6,000,000 to the Company. The transaction was eff
• $6,000,000.00 — ote in the original principal amount of $6,000,000.00 (the "Promissory Note"), along with 3,0
• $0.0001 — edeemable Preferred Stock, par value of $0.0001 per share (the "Preferred Stock"), and
• $2,000,000 — olding, Inc. in the principal amount of $2,000,000, to pay any obligations of the Company
• $1.00 — t a per share redemption price equal to $1.00 plus all accrued and unpaid dividends o

Filing Documents

• nbhi_8k.htm (8-K) — 39KB
• nbh-ex4_1.htm (EX-4.1) — 113KB
• nbh-ex10_1.htm (EX-10.1) — 62KB
• nbh-ex10_2.htm (EX-10.2) — 45KB
• nbh-ex10_3.htm (EX-10.3) — 102KB
• 0001199835-25-000291.txt ( ) — 588KB
• nbhi-20250820.xsd (EX-101.SCH) — 3KB
• nbhi-20250820_lab.xml (EX-101.LAB) — 33KB
• nbhi-20250820_pre.xml (EX-101.PRE) — 22KB
• nbhi_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 20, 2025, Next Bridge Hydrocarbons, Inc. (the "Company") entered into and closed a transaction with Panther Bridge, LLC, a Texas limited liability company ("Panther Bridge"), under which Panther Bridge loaned $6,000,000 to the Company. The transaction was effected through a Subscription Agreement that was entered into between the two parties, under which the Company sold to Panther Bridge an 18% Unsecured Promissory Note in the original principal amount of $6,000,000.00 (the "Promissory Note"), along with 3,000,000 shares of Series A Redeemable Preferred Stock, par value of $0.0001 per share (the "Preferred Stock"), and an Assignment of Net Profits Interest and Irrevocable Option to Convert to Working Interest from the ownership in the Panther Prospect of the Company (the "Assignment"). Panther Bridge is managed by Gregory McCabe, Jr., the son of the Company's Chairman and Chief Executive Officer, Gregory McCabe ("McCabe Sr."). Neither of the McCabes have any economic interest in Panther Bridge. Panther Bridge has multiple outside investors, none of which are considered related persons to the Company. The Promissory Note bears interest at the rate of 18% per annum with one balloon payment of principal and interest being due and payable on the maturity date of August 20, 2026. The proceeds of the $6,000,000 loan are to be used to pay off the 12% Secured Promissory Note held by CAPCO Holding, Inc. in the principal amount of $2,000,000, to pay any obligations of the Company for the Panther Prospect, and for general corporate purposes. None of proceeds will be used for repayment of any debts owed to McCabe Sr. The Panther Prospect includes approximately 618 gross acres and 618 net acres of land situated in Acadia Parish, Louisiana. The Company has elected to participate as a non-operating working interest owner in the next well drilled on the Panther Prospect. As part of the loan transaction, the Company

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 relating to the assignment of net profit interest in the Panther Prospect of this Current Report on Form 8-K is incorporated by reference herein.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03 of Form 8-K, the information relating to the $6,000,000 loan from Panther Bridge to the Company contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information relating to the offer and sale of the Preferred Stock contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The offer and sale of the shares of Preferred Stock to Panther Bridge pursuant to the Subscription Agreement was not registered under the Securities Act of 1933, as amended (the "Securities Act"). The Preferred Stock was issued in reliance on the exemptions from the registration requirements of the Securities Act contained in Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder. The subject issuance of securities does not involve a "public offering" based upon the following factors: (i) the issuance of the securities is an isolated private transaction; (ii) a limited number of securities were issued to a single purchaser; (iii) there were no public solicitations; (iv) the purchaser has represented that it is an accredited investor (as the term is defined in Rule 501(a) of Regulation D under the Securities Act); (v) the investment intent of the purchaser; and (vi) the restriction on transferability of the securities to be issued.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information relating to the designation and issuance of the Preferred Stock in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information relating to the designation and issuance of the Preferred Stock in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. Cautionary Note Regarding Forward-Looking This Current Report on Form 8-K contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company advises caution in reliance on forward-looking statements. Forward-looking known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by forward-looking periodic filings with the SEC, including, but not limited to, those risks and uncertainties listed in the section entitled "Risk Factors," in the Company's 2023 Annual Report on Form 10-K filed with the SEC. All forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date of this filing. The Company expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description Exhibit 4.1 Certificate of Designations of Series A Redeemable Preferred Stock Exhibit 10.1 18% Unsecured Promissory Note for $6,000,000 Exhibit 10.2 Subordination Agreement Exhibit 10.3 Assignment of Net Profits Interest and Irrevocable Option to Convert to Working Interest Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEXT BRIDGE HYDROCARBONS, INC. Date: August 25, 2025 By: /s/ Gregory McCabe Name: Gregory McCabe Title: Chairman and Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR