NextNRG Inc. SEC Filings

NextNRG, Inc. (Nasdaq: NXXT) has obtained $3.0 million in new debt financing by entering into two identical loan agreements dated 27 June 2025 with accredited investors. Each lender provided $1.5 million in principal. In lieu of periodic cash interest payments, the Company paid the entire interest obligation up-front in equity, issuing an aggregate 450,000 shares of common stock at $3.00 per share (total stated interest cost $1.35 million).

To secure the borrowings, the Company pledged 5.8 million additional shares of common stock. Upon default, the applicable lender would immediately receive 2.9 million pledged shares, sell only the number required to satisfy its unpaid principal and, after repayment, return any unsold pledged shares to the Company at no cost. All shares (interest and pledged) are being registered under the Company’s effective shelf registration statement on Form S-3 (File No. 333-268960) via a prospectus supplement filed 30 June 2025. The transaction documents (loan, addendum, pledge, escrow) and the related legal opinion are furnished as Exhibits 5.1 and 10.1-10.5 to this Form 8-K.

The arrangement provides immediate liquidity but carries a high stated interest expense equal to 45% of principal and introduces potential dilution through the 450,000 interest shares already issued and the 5.8 million shares pledged as collateral.

NextNRG (NASDAQ: NXXT) filed an 8-K report on June 28, 2025, disclosing the release of preliminary unaudited financial results for May 2025. The filing falls under Regulation FD Disclosure (Item 7.01).

Key details from the filing:

• Company is listed on the Nasdaq Capital Market with common stock trading under symbol NXXT
• Identified as an emerging growth company under SEC rules
• Has not elected to use extended transition period for new accounting standards
• Filing includes two exhibits: press release dated June 24, 2025 (99.1) and Cover Page Interactive Data File (104)

The document was signed by Michael Farkas, Chief Executive Officer. Note that the financial results themselves are not included in this 8-K filing but were released separately in the referenced press release (Exhibit 99.1).

Michael D. Farkas has filed an amended Schedule 13D (Amendment No. 4) disclosing a significant 61.276% ownership stake in NextNRG, representing 74,232,561 shares of common stock. This position includes:

• 61,150,968 shares held directly (including 42,372,880 shares subject to vesting and forfeiture)
• 154,827 shares held by SIF Energy LLC
• 26,578 shares held by Balance Labs
• 12,900,188 shares held by Inductive Holdings LLC
• 719,424 potential shares from convertible Series B Preferred Stock

The filing details multiple share acquisitions, including 60,167,275 shares received by Farkas and 12,900,188 shares received by Inductive Holdings through an Exchange Agreement. Farkas serves as CEO and Executive Chairman of NextNRG and maintains voting and dispositive power over shares held by SIF Energy, Balance Labs, and Inductive Holdings. A recent bona fide gift transaction was reported on June 20, 2025.

NextNRG, Inc. (NXXT) – Form 4 Insider Transaction

On 06/20/2025, CEO, Executive Chairman, Director and 10% owner Michael D. Farkas filed a Form 4 reporting a bona fide gift (Transaction Code G) of 1,000,000 common shares to Congregation Bais Avrohom Zev. Because the shares were gifted, no price was received and Mr. Farkas relinquishes both voting and investment power over them.

• Post-transaction beneficial ownership: 74,232,561 common shares.
• Ownership breakdown: 61,150,968 shares held directly; 154,827 via SIF Energy LLC; 26,578 via Balance Labs, Inc.; 12,900,188 via Inductive Holdings LLC.
• The 1 million-share disposition represents roughly 1.3% of Mr. Farkas’ previously reported holdings, leaving him with a very substantial equity stake.
• Insider roles: CEO, Executive Chairman, Director and >10% owner remain unchanged.

Investor take-away: The transaction reduces insider ownership slightly but is philanthropic in nature rather than a market sale, limiting potential negative market signaling. Mr. Farkas continues to hold more than 74 million shares, maintaining significant alignment with shareholders and influence over corporate direction. No financial terms, earnings data or strategic changes were disclosed in this filing.

NextNRG is offering 256,667 shares of common stock at $3.00 per share through a direct offering to one investor. The purchase price of $770,000 will be paid by forgiving a receivables loan under a previous agreement with Next NRG LLC, a subsidiary. No new proceeds will be received from this offering.

The company operates as a controlled company under Nasdaq rules, with CEO Michael D. Farkas owning approximately 62.7% of voting power through NextNRG. The company specializes in renewable energy solutions, implementing:

• AI/ML-powered utility operating systems for energy management
• Smart microgrids combining solar power and battery storage
• Mobile fuel delivery services
• Wireless EV charging technology development

NextNRG targets commercial properties, schools, hospitals, and government facilities with its smart microgrid technology. The company generates revenue primarily through power purchase agreements (PPAs) and plans to expand into wireless EV charging infrastructure to address growing market demands. As an emerging growth company, NextNRG qualifies for reduced public reporting requirements.

NextNRG, Inc. (Nasdaq: NXXT) has executed a Stock Purchase Agreement with Agile Capital Funding LLC whereby the company will issue 256,667 common shares at $3.00 per share—valued at approximately $770,000—in exchange for the discharge of an equivalent $770,000 liability owed by wholly owned subsidiary Next NRG LLC.

The transaction is structured as a debt-for-equity swap: instead of cash, Agile Capital will forgive the receivable created under a December 16, 2024 future-receivables agreement. Consequently, NextNRG will receive no immediate cash proceeds but will remove the liability from its consolidated balance sheet, thereby modestly improving leverage while incurring share dilution of roughly 1% (based on 25.4 million shares outstanding as of the last 10-Q).

The shares will be offered pursuant to the company’s effective shelf registration (Form S-3 No. 333-268960); a prospectus supplement will be filed. Supporting legal opinion (Exhibit 5.1) and the full Stock Purchase Agreement (Exhibit 10.1) accompany the 8-K.