NextNRG Inc. SEC Filings

NextNRG, Inc. (NXXT) disclosed that two wholly owned subsidiaries entered into long-term power purchase agreements with Sunnyside Nursing and Post-Acute Care Center and Topanga Nursing and Post-Acute Care Center. Each subsidiary will design, build, own, operate, and maintain an on-site solar and battery energy storage system, while the facilities agree to buy all electricity the systems generate at contract prices per kilowatt-hour.

The Sunnyside system is a 409 kW solar array with a 300 kW/1,200 kWh battery, and the Topanga system is a 350 kW solar array with a 250 kW/1,000 kWh battery. Both PPAs have initial 28-year terms starting on the commercial operation dates, with options for two additional five-year renewals if both parties agree. Key project milestones include a Condition Satisfaction Date of January 24, 2026, an Anticipated Commercial Operation Date of October 30, 2026, and an Outside Commercial Operation Date of December 30, 2026 for both systems.

Environmental incentives, environmental attributes, and tax credits associated with the systems will accrue to NextNRG’s subsidiaries, not the nursing facilities. The PPAs also include declining early termination payment schedules and give each purchaser an option to buy the system at certain times based on fair market value.

NextNRG, Inc. (NXXT) reported a third closing under its previously announced financing with an accredited investor, creating additional secured debt and potential future equity issuance. On November 12, 2025, the company issued senior secured convertible notes with aggregate principal of $2,950,000, related due diligence notes of $295,000, and warrants and due diligence warrants to purchase up to 825,000 shares of common stock. NextNRG received $2,500,000 in gross proceeds at this closing, reflecting an 18% original issue discount on the notes. The conversion price for the notes and due diligence notes issued at this closing is $1.688 per share. The shares underlying the notes and warrants from this and any additional closings are covered by the company’s existing shelf registration statement and a related prospectus supplement, allowing them to be issued and later resold once exercised or converted.

NextNRG, Inc. is registering 5,494,770 additional shares of common stock under its shelf registration to cover stock issued upon conversion of senior secured convertible notes and due diligence notes, and upon exercise of related warrants from a third and potential additional closing under a September 8, 2025 purchase agreement. Together with an earlier supplement, the company is offering 11,359,058 shares under this program.

NextNRG has already received gross cash proceeds of $2,500,000 at each of three closings and may receive another $2,500,000 at an additional closing, plus up to $8,250,000 if 1,650,000 warrants tied to the third and additional closings are fully exercised at $5.00 per share. Shares outstanding were 134,406,340 as of this prospectus supplement and could rise to up to 139,901,130 if all such notes convert and warrants are exercised.

The company, an emerging growth and controlled company, applies AI and machine learning to energy infrastructure, microgrids, EV charging and mobile fuel delivery. Key risks highlighted include potential stock price volatility, significant dilution from conversions and future financings, concentrated insider ownership, possible Nasdaq listing compliance issues, no expected dividends, and reliance on reduced reporting requirements.

NextNRG, Inc. (NXXT) filed a Form 8-K to announce that it has released financial results for the third quarter ended September 30, 2025. The company reported these results through a press release dated November 17, 2025, which is furnished as Exhibit 99.1. The information in this exhibit is designated as furnished rather than filed, meaning it is not subject to certain liability provisions under the Securities Exchange Act and is not automatically incorporated into other securities filings unless specifically referenced.

NextNRG, Inc. (NXXT) reported its quarterly results. Q3 2025 sales were $22.86 million, up sharply from $6.99 million a year ago, with gross margin of $2.44 million. For the nine months, sales reached $58.82 million versus $20.98 million in the prior year period.

Losses widened as the company scaled operations and recognized significant non-cash charges. Q3 net loss was $(14.97) million (vs. $(10.62) million), and nine‑month net loss totaled $(60.05) million. General and administrative expenses included approximately $5.6 million in stock‑based compensation in Q3 and $31.05 million year‑to‑date. Interest expense for the nine months was $12.03 million.

Liquidity remains tight. Cash was $653,869 at September 30, 2025, with a working capital deficit of $29.97 million and stockholders’ deficit of $(17.27) million. Management disclosed substantial doubt about the company’s ability to continue as a going concern. During the period, the company completed a common control merger, issued 100,000,000 shares to acquire NextNRG Holding, changed its name, and had 128,106,020 common shares outstanding as of September 30, 2025.

NextNRG, Inc. amended its at-the-market (ATM) program, reducing the aggregate allowed offering amount to $60,000,000 from $75,000,000. The ATM Sales Agreement remains in place with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC as sales agents, allowing shares to be sold from time to time through these agents, subject to the agreement’s terms.

The company stated there were no other changes to the ATM Agreement. The filing also clarifies that this notice does not constitute an offer to sell or a solicitation to buy shares.

NextNRG, Inc. (NXXT) reduced its at-the-market (ATM) offering size to $60,000,000 under its existing Sales Agreement with ThinkEquity, H.C. Wainwright & Co., and Roth Capital Partners. This Prospectus Supplement amends the prior $75,000,000 capacity, and the program now permits sales of common stock on Nasdaq pursuant to Rule 415.

The company will pay a 3.0% commission on gross proceeds to the Sales Agents. As of this supplement, no shares have been sold under the ATM. NextNRG’s common stock last traded at $2.01 per share on November 13, 2025. The company is a Nasdaq “controlled company,” with CEO Michael D. Farkas beneficially owning approximately 57% of the common stock.

NextNRG, Inc. (NXXT) filed a preliminary proxy for its 2025 Annual Meeting to be held at 10:30 a.m. ET on December 29, 2025, at 407 Lincoln Rd., Suite 9F, Miami Beach, FL 33139. Stockholders of record as of October 30, 2025 may vote.

The proxy asks stockholders to: (1) elect five directors; (2) approve a redomicile from Delaware to Nevada; and (3) ratify M&K CPAs, PLLC as independent auditor for fiscal year 2025. The Board recommends voting FOR all items.

As of the record date, there were 130,840,578 shares of common stock outstanding, plus 350,000 Series A Preferred and 140,000 Series B Preferred, each convertible into 4.53 common shares and carrying 4.53 votes per share. A quorum is 133,060,278 votes. Three of five directors are independent under Nasdaq rules, and committees (Audit, Compensation, Nominating) are fully independent.

The redomicile aims to reduce recurring state costs and align governance with Nevada law. The company paid $121,016 in Delaware franchise tax for 2024 and anticipates approximately $130,000 for 2025; estimated Nevada annual fees are $500 (business license), $175 (agent), and $75 (authorized shares fee). Auditor fees were $143,175 in 2024 and $102,596 in 2023.

NextNRG, Inc. (NXXT) reported insider activity by its Chief Technology Officer. On 10/24/2025, the officer executed a series of open-market sales: 5,000 shares at $2.00, 5,000 shares at $2.03, 5,000 shares at $2.01, and 509 shares at $2.04. Following these transactions, the officer beneficially owns 49,204 shares, held directly. The filing notes the sales were “Sold to cover tax liability.”