NextNRG Announces Pricing of a $6.4 Million Private Placement of Common Stock with a New Fundamental Institutional Investor

NextNRG (NASDAQ:NXXT) priced a private placement of 10,000,000 common shares to a single new institutional investor, targeting approximately $6.4 million in gross proceeds.

Rhea-AI Summary

NextNRG (NASDAQ:NXXT) priced a private placement of 10,000,000 common shares to a single new institutional investor, targeting approximately $6.4 million in gross proceeds. Closing is expected on or about May 27, 2026, subject to customary conditions.

According to NextNRG, net proceeds will support growth across operating segments, bolster working capital, fund strategic expansion, and eliminate outstanding convertible debt. The unregistered securities are issued under Section 4(a)(2) and Regulation D, with a planned resale registration filing with the SEC.

Positive

• Private placement targets approximately $6.4 million in gross proceeds
• Single new fundamental institutional investor participates in the offering
• Proceeds earmarked to strengthen working capital and fund growth initiatives
• Company plans to eliminate outstanding convertible debt with offering proceeds

Negative

• Issuance of 10,000,000 new common shares creates shareholder dilution
• Securities are initially unregistered and rely on private offering exemptions

Argus May 26 session

-5.45% close to close Open Argus

Details

News Market Reaction – NXXT

On May 26, the day this news came out, NXXT closed 5.45% below the previous close.

Data tracked by StockTitan Argus for the May 26 session.

Key Figures

Shares issued: 10,000,000 shares Gross proceeds: $6.4 million Number of investors: 1 institutional investor +5 more

Shares issued

10,000,000 shares

Common stock in private placement

Gross proceeds

$6.4 million

Expected gross proceeds from private placement

Number of investors

1 institutional investor

Single new fundamental institutional investor in placement

Section relied upon

Section 4(a)(2)

Exemption from Securities Act registration

Regulation used

Regulation D

Exemption for private offering

Closing date

On or about May 27, 2026

Expected closing of private placement

Use of proceeds

Debt elimination and growth

Support growth, working capital, eliminate convertible debt

Securities law year

1933

Securities Act of 1933 referenced

Historical Context

5 past events · Latest: May 19

5 events

1. May 19

   Monthly revenue update

   24h Move

   +20.8%

   Reported record April 2026 revenue up 56% year-over-year to $9.4M.

2. May 17

   Earnings call notice

   24h Move

   +46.2%

   Updated details for Q1 2026 earnings call and corporate update.

3. May 15

   Earnings call notice

   24h Move

   +46.2%

   Announced Q1 2026 financial results call and corporate update timing.

4. May 15

   Quarterly earnings

   24h Move

   +46.2%

   Reported Q1 2026 revenue growth to $21.1M and higher gross margin.

5. May 05

   Product expansion

   24h Move

   -0.8%

   Expanded AI-driven dashboard with new analytics and EV charging tools.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, securities purchase agreement, placement agent, Section 4(a)(2), +2 more

6 terms

private placement financial

"for the purchase and sale of 10,000,000 shares of its common stock in a private placement."

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

securities purchase agreement financial

"entered into a securities purchase agreement (the “Purchase Agreement”) with a single new fundamental institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

placement agent financial

"A.G.P./Alliance Global Partners is acting as sole placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

Section 4(a)(2) regulatory

"in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder, and applicable state securities laws"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MIAMI, FL, May 26, 2026 (GLOBE NEWSWIRE) -- NextNRG, Inc. (NASDAQ: NXXT) (the “Company” or “NextNRG), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered, today announced that it has entered into a securities purchase agreement (the “Purchase Agreement”) with a single new fundamental institutional investor for the purchase and sale of 10,000,000 shares of its common stock in a private placement. The gross proceeds from the offering are expected to be approximately $6.4 million, before deducting placement agent fees and other estimated offering expenses.

The closing of the offering is expected to occur on or about May 27, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering to support continued growth across its operating segments, strengthen working capital, accelerate strategic expansion initiatives, and eliminate outstanding convertible debt.

“This is a meaningful milestone for NextNRG and I believe is a reflection of the progress we've made. We view this investment from a global institutional investor as a strong signal that sophisticated capital is paying attention to what we’re building. We’re strengthening our financial foundation, accelerating growth across our platform, and staying focused on the opportunity ahead.” said Michael D. Farkas, Founder and Chief Executive Officer, NextNRG.

A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the Purchase Agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock sold in the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About NextNRG, Inc.

NextNRG Inc. (Nasdaq: NXXT) is Powering What’s Next by integrating artificial intelligence (“AI”) and machine learning (“ML”) into utility infrastructure, battery storage, wireless EV in-motion charging, renewable energy and mobile fuel delivery, to create a unified platform for modern energy management.

At the core of its strategy is the Next Utility Operating System®, which uses AI to optimize both new and existing infrastructure across microgrids, utilities, and fleet operations. NextNRG’s smart microgrids serve commercial, healthcare, educational, tribal, and government sites delivering cost savings, reliability, and decarbonization. The Company also operates one of the nation’s largest on-demand fueling fleets and is advancing wireless charging to support fleet electrification.

To learn more, visit www.nextnrg.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Any statements describing NextNRG’s goals, expectations, financial or other projections, intentions, beliefs, and statements regarding the anticipated closing of the offering, the expected gross proceeds, the intended use of proceeds, the satisfaction of closing conditions, the anticipated filing of a resale registration statement, that the investment is a meaningful milestone and a reflection of the progress it has made, and that it is strengthening its financial foundation, accelerating growth across its platform, and staying focused on the opportunity ahead,
are forward-looking statements and should be considered at-risk statements. Words such as “expect,” “intends,” “will,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including, but not limited to, those related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described in NextNRG’s filings with the SEC from time to time. NextNRG’s forward-looking statements involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements.

Contacts:

Investor Relations Contact:
NextNRG, Inc.
Sharon Cohen
SCohen@nextnrg.com

Media Contact:
HCM for NextNRG
nextnrg@hannahcranstonmedia.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NextNRG (NASDAQ:NXXT) announce about its May 2026 private placement?

NextNRG announced a private placement of 10,000,000 common shares, targeting about $6.4 million in gross proceeds. According to NextNRG, the offering is to a single new institutional investor and is expected to close on or about May 27, 2026, pending customary conditions.

How much capital is NextNRG (NXXT) raising in its May 2026 stock offering?

NextNRG expects to raise approximately $6.4 million in gross proceeds from the private placement. According to NextNRG, this amount is before placement agent fees and other offering expenses, with net proceeds allocated to growth, working capital, expansion initiatives, and debt elimination.

How will NextNRG use the proceeds from the $6.4 million NXXT private placement?

NextNRG plans to use net proceeds to support growth, strengthen working capital, and accelerate expansion. According to NextNRG, funds will also be applied to eliminate outstanding convertible debt, aiming to improve the company’s capital structure and support its AI-driven energy platform.

When is the closing date for the NextNRG (NXXT) May 2026 private placement?

The closing of the private placement is expected on or about May 27, 2026. According to NextNRG, completion of the transaction remains subject to the satisfaction of customary closing conditions agreed with the new institutional investor.

Is the May 2026 NextNRG (NXXT) private placement registered with the SEC?

The securities in this private placement are initially unregistered and rely on exemptions under Section 4(a)(2) and Regulation D. According to NextNRG, the company has agreed to file an SEC registration statement covering the resale of the common shares sold.

What does the NextNRG (NXXT) 10,000,000-share private placement mean for existing shareholders?

The offering increases NextNRG’s share count by 10,000,000, which may dilute existing shareholders’ ownership percentages. According to NextNRG, proceeds are intended to fund growth, bolster working capital, and retire convertible debt, which could affect the company’s financial profile.