SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

April 5, 2017

(Date of earliest event Reported)

NEXT GROUP HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

1111 Brickell Avenue, Suite 2200, Miami, FL, 33131
(Address of principal executive offices)

Registrant's telephone number, including area code: (800) 611-3622

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

NOTE ABOUT FORWARD LOOKING STATEMENTS

Most of the matters discussed within this report include forward-looking statements on our current expectations and projections about future events. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include the risks noted under “Item 1A Risk Factors.” We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 1.01. Entry into a Definitive Material Agreement.

On April 5, 2017 Next Group Holdings, Inc, ("NXGH" or the "Company") signed definitive Agreements with three separate Finance Groups that hold an aggregated value of $1,106,500 in Convertible Notes. These Agreements allow NXGH to buy back up to 75% of the outstanding notes through June 30, 2017. These finance groups are locked up from converting any notes for 90 days from the date of this agreement The conversion price floor will increase from $0.02 per share to $0.10 per share if NXGH raises between $2,000,000 - $2,999,999 and will increase to $0.15 per share if NXGH is successful in raising $3 million or above in the 90 day period.

The renegotiated notes are with the following entities:

1- LG Capital Funding LLC – $738,250 (NXGH may redeem up to $526,710)

2- Cerberus Finance Group, Ltd. - $218,250 (NXGH may redeem up to 149,665)

3- Quarum Holdings, LLC - $150,000 (NXGH may redeem up to $102,743)

Item 9.01. Financial Statements and Exhibit

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.