NextNRG (NXXT) outlines AI smart microgrids, EV charging and mobile fueling strategy
Rhea-AI Filing Summary
NextNRG, Inc. files its annual report describing a transformed energy platform that combines AI- and machine learning–driven smart microgrids, wireless EV charging and a multi‑state mobile fuel delivery business. The company holds one owned patent and exclusive licenses to seven Florida International University patents covering smart microgrids, virtual power plants and wireless power transfer, including bidirectional EV charging that can support grid-to-vehicle and vehicle-to-grid use cases.
NextNRG plans to earn revenue from solar power purchase agreements, wireless EV charging, SaaS energy‑management software, hardware sales and licensing, alongside on‑demand and subscription mobile fueling for consumers, fleets and specialty markets such as marine and construction. The report details an acquisitive corporate history, including the February 2025 stock‑for‑stock acquisition of NextNRG Holding and STAT‑EI, and extensive 2024–2026 financing activity using promissory notes, sales of future receipts, a $15,000,000 public equity offering, equipment leases and an at‑the‑market program to fund working capital and project deployment.
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Insights
NextNRG outlines an ambitious AI energy platform funded by frequent, varied financings.
NextNRG presents a broad strategy spanning AI/ML smart microgrids, wireless EV charging and mobile fuel delivery. It highlights exclusive patent licenses from Florida International University and describes planned deployments, including approximately $750 Million in smart microgrid projects across healthcare, tribal, municipal and commercial sites.
The business model relies on multiple revenue streams: long‑term power purchase agreements, SaaS software, hardware and licensing, and recurring mobile fueling for residential, fleet and specialty customers. Actual scale and timing of these revenues are not quantified in the excerpt, while many offerings, such as dynamic wireless charging and VPP functionality, remain in development or pilot phases.
Capital needs appear significant. The company reports numerous high‑coupon promissory notes, sales of future receipts, equipment leases and a $15,000,000 equity offering at $3.00 per share, plus an at‑the‑market program initially sized at $75,000,000. These transactions provide liquidity to pursue projects and acquisitions but also introduce dilution risk and repayment obligations, so future disclosures on project execution and cash generation will be important for understanding sustainability of the growth plan.
Key Figures
Key Terms
power purchase agreements financial
wireless power transfer technical
virtual power plant technical
investment tax credits financial
Sale of Future Receipts Agreement financial
At The Market Sales Agreement financial
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DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
| Page | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 27 |
| Item 1B. | Unresolved Staff Comments | 37 |
| Item 1C. | Cybersecurity | 38 |
| Item 2. | Properties | 39 |
| Item 3. | Legal Proceedings | 39 |
| Item 4. | Mine Safety Disclosures | 39 |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 40 |
| Item 6. | [Reserved] | 41 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 63 |
| Item 8. | Financial Statements and Supplementary Data | 64 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 65 |
| Item 9A. | Controls and Procedures | 65 |
| Item 9B. | Other Information | 65 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 65 |
| Item 10. | Directors, Executive Officers and Corporate Governance | 66 |
| Item 11. | Executive Compensation | 72 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 75 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 77 |
| Item 14. | Principal Accountant Fees and Services | 89 |
| Item 15. | Exhibits, Financial Statement Schedules | 90 |
| Item 16. | Form 10-K Summary | 96 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements reflect our current view about future events. When used in this annual report, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this annual report relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors (including the risks contained in the section of this annual report entitled “Risk Factors”) relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements.
As used in this annual report, the terms “NextNRG,” “we,” “us,” “our,” and “Company” mean NextNRG, Inc. and/or our subsidiaries, unless otherwise indicated.
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PART I
Item 1. Business
Overview
NextNRG: Powering What’s Next
NextNRG is Powering What’s Next by implementing artificial intelligence (AI) and machine learning (ML) into renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand mobile fuel delivery to create an integrated ecosystem.
At the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’ energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency. These microgrids are designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities and government properties, expanding energy accessibility.
NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint. NextNRG is also integrating sustainable energy solutions into its mobile fueling operations. The company hopes to be an integral part of assisting its fleet customers in their transition to EV, supporting more efficient fuel delivery while advancing clean energy adoption. The transition process is expected to include the deployment of NextNRG’s innovative wireless EV charging solutions.
What is a microgrid?
In simple terms, a microgrid is a small-scale power grid that can operate independently or collaboratively with other power grids. NextNRG’s technology is designed to mitigate risk of utilizing renewable energy, while maximizing energy output efficiencies. NextNRG believes that its smart microgrid technology will serve as an effective platform for integrating distributed energy resources (“DERs”) and achieving optimal performance in reduced costs and emissions while bolstering the resilience of a city, a building, or rural communities’ electrification systems. Additionally, they achieve cost savings through peak shaving and selling excess power to off-takers.
The microgrid, solar, and EV Charging markets in the U.S. have been growing steadily with the presence of key players engaged in research and development to increase efficiency and decrease the cost of the components. NextNRG believes the confluence of multiple clean energy trends creates a significant market opportunity. According to the U.S. Energy Information Administration (“EIA”), the U.S. spends $400 billion on electricity each year, of which $200 billion is spent on Commercial & Industrial properties. It is expected that an additional $98 billion of investment will be required to meet the country’s 2030 sustainability goals. Renewable energy microgrids have proven an effective tool to help customers, expand electrical grid capabilities, gain access to electricity where it is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs. Additionally, renewable energy microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence on foreign oil supply. Finally, we believe it is necessary to rapidly increase the scale and scope of renewable generation assets in the U.S. in order to meet the various targets and commitments set by corporations and governments.
Utility Scale Smart Microgrid:
Additionally, NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors through SaaS agreements. Next believes these customers will benefit from the Smart Microgrid technologies’ ability to:
| ● | Provide real time data processing to improve overall efficiency and cost structure; | |
| ● | Continuously optimize the system based on operational data; | |
| ● | Learn optimal scheduling and dispatch of energy generation and storage; | |
| ● | Predict changes in renewable energy source output and demand; | |
| ● | Integrate renewable energy while maintaining reliability; | |
| ● | Autonomously identify and addresses technical issues; | |
| ● | Enhance resilience and lower electricity costs; |
NextNRG Smart Microgrid:
NextNRG believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its smart microgrid technology (“NextNRG Smart Microgrids”), on commercial properties, schools, hospitals, nursing homes, parking garages, large rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties. The NextNRG Smart Microgrids will help customers gain access to electricity where not otherwise available, reduce electricity bills, progress towards decarbonization targets and support resource management needs throughout their asset lifecycles. NextNRG Smart Microgrid’s revenue generation will primarily come from power purchase agreements (PPAs) with the diverse range of aforementioned off-takers.
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Wireless EV Charging:
Finally, in appropriate client locations, NextNRG anticipates deploying its wireless EV charging technology, once that product is ready for deployment. NextNRG believes that its wireless charging technology solves problems such as:
| ● | The lack of charging infrastructure: Even when home-charging is taken into account, to properly match forecasted sales demand, the United States will need to see the number of EV chargers quadruple between 2022 and 2025, and grow more than eight-fold by 2030, according to S&P Global Mobility forecasts | |
| ● | Range Anxiety. A fully charged vehicle can provide between 200-400 miles which causes worry, especially for long drives. With dynamic wireless EV charging, cars can charge on the road and maintain optimal charge levels. | |
| ● | Ease of Use. Plugging-in can be easily forgotten. Our planned system will automatically connect the vehicle and account to the charger, streamlining the charging process and making it incredibly user-friendly. | |
| ● | Safety. Tripping over a cable can not only cause physical injury but also damage the device and disrupt the charging process. To prevent this we plan that our patented technology can deliver a secure connection between the vehicle and charging station, providing peace of mind during the charging process. | |
| ● | Theft/Vandalism of cables. The theft of copper from power lines can cause power outages and electrical fires, and with our innovative design your EV charging experience can be worry-free from theft and vandalism. | |
| ● | Weather. No longer need to get out of your vehicle and face uncomfortable weather conditions to charge your car. |
NextNRG’s prospective solutions are supported by seven patented technologies developed by Florida International University, exclusive licenses to which NextNRG acquired through the purchase of Stat-EI Inc. These technologies were tested on the largest smart grid dataset in the world. The patents target the support of two different renewable energy industry sectors - smart microgrids/Virtual power plants (“VPP”), and wireless power transfer (“WPT”) technology, created to wirelessly charge EVs. The licenses purchased from SEI are exclusive and worldwide.
In an era where the demand for reliable, sustainable energy is rapidly growing, traditional power grids face challenges that necessitate innovative solutions. AI/ML based smart Microgrids, which operate as smaller versions of the main power grid, provide a resilient and flexible approach to energy management and distribution. With the proper technology, microgrids can operate autonomously during grid failures and seamlessly integrate renewable energy sources, making them indispensable in today’s energy landscape. We believe that NextNRG is at the forefront of this revolution, offering cutting-edge AI/ML based smart microgrid technology that enhances grid resiliency, optimizes energy use, and reduces costs. These systems are designed to meet the challenges of fluctuating energy demands and supply, ensuring consistent and efficient power delivery across various sectors.
The Core Components of NextNRG’s technology:
| ● | Microgrid Controller - The Microgrid Controller is the brain of the smart microgrid, using AI/ML it seamlessly manages and integrates various energy resources. It ensures optimal performance by coordinating energy generation, storage, and distribution in real-time. |
| ● | Predictive Analytics (RenCast) - RenCast uses advanced AI and machine learning algorithms to predict renewable energy generation with high accuracy. By analyzing weather patterns and energy usage data, it enables efficient energy management and maximizes the use of renewable resources. |
| ● | Battery State of Charge (SoC) Management - SoC Management uses AI/ML to ensure that battery systems within the microgrid maintain optimal charge levels, extending battery life and guaranteeing energy availability during peak demand or power outages. It plays a critical role in the grid’s reliability and sustainability. |
| ● | PEACE Controller - The PEACE Controller provides a mobile source of renewable power during emergencies and grid outages using AI/ML. It ensures continuous power supply to critical applications by integrating PV systems, energy storage, and the main grid, enhancing overall energy security and resiliency. |
| ● | HOPES Controller - The HOPES Controller facilitates the integration and management of renewable energy sources across the grid, enabling virtual power plant applications. Using AI/ML it improves grid resiliency by allowing for dynamic energy transfer and wide-area aggregation of renewable energy. |
The main drivers of the renewable energy industry can be summarized in the following points:
| ● | Increased global need for energy; |
| ● | Decreasing costs of renewable energy plants; |
| ● | Regulations aiming to decrease pollution from fossil fuel; |
| ● | Political will to use clean and sustainable energy sources; and |
| ● | Incentives and subsidies. |
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Next Owned Smart Microgrid:
NextNRG believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its AI/ML based smart microgrid technology (“NextNRG Smart Microgrids”), on commercial properties, schools, hospitals, nursing homes, parking garages, large rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties. The NextNRG Smart Microgrids will help customers gain access to electricity where not otherwise available, reduce electricity bills, progress towards decarbonization targets and support resource management needs throughout their asset lifecycles. NextNRG expects its primary product offering will be entering into leases or easements with building or landowners and power purchase agreements to sell the power generated by the solar energy system to those landowners, or various commercial, utility, municipal and community solar off-takers. Additionally, NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors through SaaS agreements.
The primary challenge that the renewable sources market faces is the uncertainty around energy generation. This problem leads to system supply/demand imbalances that can interrupt power and increase costs. NextNRG’s Artificial Intelligence/Machine Learning (“AI/ML”) based patented technologies can:
| ● | Provide real time data processing to improve overall efficiency and cost structure; | |
| ● | Continuously optimize the system based on operational data; | |
| ● | Learn optimal scheduling and dispatch of energy generation and storage; | |
| ● | Predict changes in renewable energy source output and demand; | |
| ● | Integrate renewable energy while maintaining reliability; | |
| ● | Autonomously identify and address technical issues; | |
| ● | Enhance resilience and lower electricity costs; |
The second challenge is the cost of building renewable energy microgrids. To address this challenge, NextNRG hopes to capitalize on government incentives currently available for the deployment of renewable energy solutions. NextNRG believes its offerings will provide multiple advantages to future customers relative to the status quo, such as:
| ● | Lower electricity bills: By implementing our technology, our customers will be able to lower their cost of electricity. Solely deploying our smart microgrid technologies can generate up to 10% savings for customers. |
| ● | Increased accessibility of clean electricity: Through deployment of microgrid and solar solutions NextNRG believes it should be able to provide clean electricity to customers who otherwise would not have been able to construct on-site solar (e.g. apartment and condominium customers). This increases the total addressable market and enables energy security for all. |
| ● | Supporting clean energy ecosystem: Demand for clean sources of electricity is anticipated to continue to increase. NextNRG plans to support future customers in their continued transition to the clean energy ecosystem through its microgrid, solar and battery storage systems as well as wireless EV charging stations. It expects that its expansion of product offerings will allow it to support even more customers in this transition. |
NextNRG is the owner of exclusive licenses to four patented technologies which cover the development and commercialization of AI/ML based smart microgrids and virtual power plants (“VPP”). The algorithms used to secure the patents were developed with the support and research of Federal agencies and have been tested and proven on the infrastructure of the largest renewable energy company in the world. Certain of the above technologies are currently deployed by a large utility for approximately six million of its customers. The combined technologies are referred to as the NextNRG Smart Microgrid and potential products based on these technologies are explained in more detail below.
Smart Microgrid Controller (U.S. Patent No. 10326280)
| ● | The Microgrid Controller is a pivotal component within the smart microgrid ecosystem, serving as the orchestrator of energy resources. It efficiently manages the integration and coordination of various power sources, including solar panels, and battery storage systems. By continuously monitoring energy production and consumption, the controller ensures optimal performance and reliability of the microgrid. It dynamically balances supply and demand, adjusting energy flows in real-time to maintain stability and prevent outages. This intelligent management enables seamless transitions between grid-connected and island modes, ensuring uninterrupted power supply during grid failures. |
| ● | The Smart Microgrid Controller uniquely addresses customer needs to optimize renewable energy use. As smaller versions of main energy grids, microgrids can operate in grid-connected and “island” mode as needed. For example, when severe weather affects the energy grid, a microgrid can operate autonomously using its local energy sources to power buildings or facilities. It connects and disconnects from the grid through a grid-forming inverter, which performs black-starts to independently restart the grid. Using the Smart Microgrid Controller ensures that the customer is always using its best and most reliable source of energy. |
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The RenCast Predictor (U.S. Patent No. 11022720)
| ● | RenCast is a AI/ML based tool designed to enhance the efficiency and reliability of renewable energy generation within the smart microgrid. By leveraging cutting-edge artificial intelligence and machine learning algorithms, RenCast accurately forecasts the amount of energy that will be produced from renewable sources such as solar and wind. This predictive capability allows the microgrid to forecast and manage energy supply effectively, ensuring that energy storage and distribution are optimized. By analyzing real-time data from weather stations, historical energy usage, and sensor inputs, RenCast minimizes uncertainties and maximizes the utilization of renewable energy. |
| ● | The RenCast Predictor’s renewable energy generation forecast includes a 5-minute, 15-minute, 1-hour, or 7-day prediction with up to 93% accuracy. The system includes weather sensors and imaging cameras. Weather parameters include wind speed, wind direction, ambient temperature, precipitation, atmosphere turbidity, and translucency. The forecaster receives this data from a geo-satellite feed, estimates the cloud cover, and derives the cloud shading profile. The processor receives and uses aggregation data to forecast renewable energy generation. |
| ● | The RenCast Predictor uses the web service API to implement photovoltaic (“PV”)-generation forecasts into the algorithms (e.g., economic dispatch), enabling customers to accurately plan and manage renewable energy generation. |
The Battery State of Charge (“SOC”) System (U.S. Patent No. 10969436)
Battery storage is vital. It supports integrating and expanding renewable energy sources, such as solar power, while reducing reliance on fossil fuels. Storing excess energy generated during periods of high renewable generation (sunny or windy) helps mitigate the reliability issues associated with renewable power sources. This equipment can dramatically improve electrification in rural areas, on tribal lands, and in low-income communities in-need of clean, reliable power. Battery energy storage systems provide a versatile and scalable solution for energy storage and power management, load management, backup power, and improved power quality.
| ● | The Battery SOC provides AI/ML systems to forecast SOC of the systems’ lithium-ion batteries. |
| ● | The system uses a multi-step forecasting process and experimentally obtained decreasing C-rate datasets and with ML to forecast the system batteries’ SOC. The multi-step approach combines at least one univariate technique with ML techniques to forecast first C-rate, voltage, current, and SOC percentage to the ML model and forecast the battery’s SOC using an optimizer and ML model. The parameters from a second C-rate are collected by the battery analyzer and can be stored on the machine-readable medium to train the ML model(s) before forecasting. The forecasted battery SOC can be displayed in operable communication with the processor, the machine-readable medium, and the battery analyzer. This enables the customer to always be informed on the stored energy and health of each battery in the system. |
The Portable Emergency AC Energy (“PEACE”) Controller (U.S. Patent No. 10958211)
| ● | The Peace Controller is a smaller version of the smart microgrid that uses the same AI/ML technologies to provide a mobile source of renewable power in the case of local energy interruption. The controller’s short-term goal is to provide uninterrupted clean energy to consumers during and after natural disasters to power emergency appliances, and for daily use to reduce the energy costs. Long-term the controllers can be scaled up as medium-to-large scale power hubs to provide grid services and network resilience. |
| ● | During power outages the PEACE supplier serves as a mobile power source for users with PV and/or energy storage systems. PEACE can also provide power when users do not have sufficient solar energy for their needs. The supplier includes an inverter to create seamless three-way connection between a PV cell or system, an energy storage unit, and the power grid. Additionally, PEACE includes a web application that displays the location, battery SOC, power generation, local weather systems, and charts. |
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The RenCast Predictor, the Smart Microgrid Controller, Battery SOC, and PEACE Controller can be combined to turn a renewable energy microgrid into a “smart” system that uses AI/ML to increase the system’s efficiencies by up to 10%. Next’s smart microgrid solution aggregates accurate estimates of future energy generation and SOC and programs the Smart Microgrid Controller to optimize the energy use based on the customer’s needs.
HOPES Controller (“VPP”)
| ● | The HOPES controller is still under development. |
| ● | The HOPES controller will allow microgrids in different locations to communicate and control to facilitate VPP applications and provide a VPP concept for grid-connected renewable energy sources. |
| ● | The software component will include predictive and prescriptive computation models to address and mitigate the concerns facing high-penetration scenarios into the grid. The controller allows consumers to integrate novel computational tools for state-of-the-art renewable energy generation forecasting, wide-area aggregation, optimize dynamic renewable hosting capacity, intelligently synchronize devices, and dispatch on-demand. The HOPES Controller will integrate and manage small-to-large-scale renewable energy solutions across smart grids. Additionally it will integrate renewable energies to the grid. The HOPES controller connects individual plants to build a VPP that transfers energy between locations connected through transmission lines based on availability and demand to improve the overall system resiliency. |
The HOPES Controller will be able to:
| ● | Conduct short-term forecasting of the power generated by the renewable energy power plant. |
| ● | Execute a dispatch for bulk energy transfer using a hybrid energy storage module to minimize renewable energy curtailment and increase the renewable energy hosting capacity. |
| ● | Predict renewable energy generation intermittencies with wide-area aggregation using a wavelet theory-based transformation model and cooperative game theoretic modeling. |
| ● | Conduct predictive smart load control to effectively use renewable energy and hybrid energy modules to address critical and deferrable loads and minimize system instabilities. |
| ● | Support functionalities for energy pricing and economics of the grid-connected renewable energy to ensure feasibility of intelligence and visibility of renewable energy. |
| ● | Work with utility-level applications like distributed energy resource management systems and advanced distribution management systems to optimize existing renewable energy power plants. |
The NextNRG Smart Microgrid is designed to maintain grid stability and enhance operational efficiency through advanced monitoring and control systems. By integrating grid forming inverters and multi-level controllers, the microgrid dynamically adjusts to fluctuations in energy demand and supply. These components work together to ensure a consistent and reliable power supply, reducing the risk of outages and improving overall energy efficiency. The system’s real-time monitoring capabilities provide utility operators with valuable insights into grid performance, enabling informed decision-making and proactive management.
The two deployments of the NextNRG Smart Microgrid are expected to be in California at two healthcare facilities.
NextNRG currently is working on a deployment on tribal land in the State of Louisiana. NextNRG is targeting tribal land is because nearly 17,000 tribal homes are without electricity and tribal communities experience 6.5x more power outages than national average.
NextNRG has approximately $750 Million in planned smart microgrid deployments. All of these projects are in different phases of the project timeline. The projects vary from municipal property to Tribal land, to commercial facilities (healthcare, office space, multifamily, and amusement parks).
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NextNRG believes that utility companies; microgrid companies; and renewable energy generation companies will all be able to capitalize on the advantages of the NextNRG smart microgrid technology and therefore NextNRG plans to offer its technology to these companies under a SaaS model.
At each location where the NextNRG Smart Microgrid will be deployed, NextNRG plans to evaluate the possibility of deploying NextNRG’s wireless EV charging solutions. These solutions are explained in more detail below.
Wireless EV charging uses resonant electromagnetic induction to transmit a current, this process is also known as “inductive charging” or “wireless power transfer” (“WPT”). Wireless charging utilizes a charging pad installed in the ground and a similar pad installed on the bottom of a car, when the pads align, charging automatically begins.
Wireless EV charging offers several benefits:
| ● | By definition, the number one benefit of wireless EV charging is that there are no wires. EV owners do not need to carry heavy charging cables or plug their cars in at every charging station, alleviating range anxiety. |
| ● | EV charging cables can become damaged over time, particularly in extreme heat and cold areas, which can be hazardous to the vehicle and its owner. No wires mean less risk, and replacing cables is expensive, too. |
| ● | Wireless charging is simply more convenient, even when only available as static charging – and if and when dynamic charging becomes a reality, it will be extremely convenient as well. |
| ● | Wireless charging is more efficient than a traditional plug in charger. |
Wireless Charging Parking Bumper (U.S. Patent No. 10836269B2)
NextNRG’s primary patent covers an EV charging station, designed as a bumper which ensures proper alignment between the vehicle’s battery charger and the charger pad in the charging station.
| ● | Integrated sensors detect the vehicle’s position as it parks. |
| ● | A built-in radio frequency receiver identifies the vehicle through a unique code. |
| ● | Once the system verifies payment with a server, an internal processor activates wireless, inductive charging. |
| ● | The entire setup offers a seamless integration of sleek design, precise vehicle detection, and secure payment verification for efficient charging. |
| ● | NextNRG’s parking bumper patent is the integration of a networked wireless charging bumper with a contactless payment system, and advanced communication protocols and encryption methods. |
NextNRG believes its parking bumper patent is the key to commercializing wireless EV charging, the automated verification and payment system is expected to be the most seamless way to start a charge.
NextNRG also holds the exclusive license for three patents in the WPT space - two for the static transfer of energy and one for the dynamic transfer of energy. The licensed WPT solutions are based on a unique analog architecture. The static solution also provides a bi-direction (grid to vehicle and vehicle to grid) power transfer which allows a charged EV to serve as a reserve generator for the home in case of power failure.
Bidirectional Wireless Power Transfer (U.S. Patent No. 10637294B2)
This patent describes a system capable of wirelessly transferring power in both directions. This technology is designed for efficient and safe power exchange, which could be particularly useful in scenarios where power needs to be sent back to the grid during peak demand, and/or power outages.
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Advancements in Inductive Power Transfer (U.S. Patent No. 9919610B1)
This patent focuses on enhancing the capabilities of wireless power transfer systems. The improvements include increasing the efficiency of power transfer, extending the longevity of the system and broadening its applicability across various contexts.
Wireless EV Charging Station for Static and Dynamic Charging (U.S. Patent No. 9731614B1)
This patent details a wireless charging station specifically designed for EVs. It has the capability to charge EVs both when they are stationary (static) and while they are in motion (dynamic). The dynamic charging allows for continuous charging, potentially revolutionizing the way EVs maintain battery levels.
To date, NextNRG’s static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a laboratory environment at FIU, with plans to expand the output capacity to 1 mwh and above. NextNRG expects for this static WPT solution to automate EV charging such that drivers do not need to do anything to charge. There are no cables inside or outside of the car. NextNRG’s static and dynamic solutions are not expected to be affected by rain, snow, ice, dust, or dirt. They will be a clean and safe way to charge EVs.
NextNRG expect that its static WPT systems will be bidirectional, this means that they will support connecting grid-to-vehicle (“G2V”) and vehicle-to-grid (“V2G”). NextNRG is unaware of any other WPT system which has V2G capabilities. For homeowners who want to deploy solar and microgrid solutions at their home, with our WPT system we expect for those homeowners to be able to utilize their car as a battery storage system. Additionally, in emergency outage situations homeowners with our WPT system will be able to maintain power by using our V2G capabilities.
Additionally, through an integration with our Smart Microgrid deployments, NextNRG plans for its WPT systems to be able to integrate with the grid to help create a resilient network to handle disaster conditions. For example, during a hurricane in areas with power outages, EVs with V2G capability would be able to power hospitals, homes, and other critical infrastructure to create a reliable, longer lasting energy source.
NextNRG expects for its dynamic WPT solution to be implemented on highways and public roads so it can provide essentially unlimited range for EVs without plugging-in or stopping for recharging. These solutions will revolutionize the future of transportation systems. NextNRG is working with FIU to deploy the dynamic WPT solution as a pilot for use on their campus and demonstrate its capabilities.
The microgrid, solar, and EV Charging markets in the U.S. have been growing steadily with the presence of key players engaged in research and development to increase efficiency and decrease the cost of the components. NextNRG believes the confluence of multiple clean energy trends creates a significant market opportunity. Renewable energy microgrids have proven an effective tool to help customers, expand electrical grid capabilities, gain access to electricity where it is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs. Additionally, renewable energy microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence on foreign oil supply. Finally, we believe it is necessary to rapidly increase the scale and scope of renewable generation assets in the U.S. in order to meet the various targets and commitments set by corporations and governments.
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Revenue Sources
Sale of Electricity
Solar Electricity
NextNRG plans to derive its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy credits, and performance-based incentives. A portion of NextNRG’s power sales revenues is expected to be earned through the sale of energy (based on kilowatt hours) pursuant to the terms of Power Purchase Agreements (PPAs). NextNRG’s PPAs will typically have fixed or floating rates and are expected to be generally invoiced monthly.
Wireless EV Charging
NextNRG will sell energy to its wireless EV charging customers.
NextNRG plans to sell its innovative solutions to property owners, parking facilities, municipalities, and government agencies, as well as charge point operators (CPOs), empowering the growth of sustainable transportation infrastructure.
NextNRG plans to generate revenue from the deployment of solar and battery storage solutions where applicable to further take advantage of the renewable energy industry. Energy pricing is based on peak/off-peak rates at any given charging location. NextNRG plans to negotiate our own Power Purchase Agreements (PPA) accordingly. NextNRG is also planning to sell energy to EV owners via wireless EV charging.
SaaS & Licensing
Software as a Service Agreements
NextNRG plans to generate revenue from the sale of its energy management software under SaaS Agreements with utility companies; microgrid companies; and renewable energy generation companies. Additionally, any traditional customers which would like to own their own energy generation systems will have the option of entering a SaaS agreement to purchase rights to the technology.
Hardware Licensing
NextNRG plans to generate licensing revenues from competitors or ancillary business participants who desire to utilize or integrate NextNRG’s intellectual property, hardware, or software solutions within their proprietary product.
Sale of Hardware
NextNRG plans to generate revenues from the sale of hardware, eg. solar panels, battery storage solution equipment, wireless charging pad or bumper and vehicle receiver technology.
Potential Customers Include
Property owners, electrical supply companies, management companies, all levels of government, original equipment manufacturers, tribal land, car manufacturers, EV charging companies, wholesale electricity providers, utilities, and fleet owners.
Agreements and Collaborations
License Agreements with Florida International University
NextNRG holds exclusive licenses to a portfolio of seven patents owned by FIU. Under the licensing agreements NextNRG is obligated to pay fixed royalty payments for the licenses to FIU on an annual basis. The terms of the licenses continue for the life of the patents or until terminated by either party, pursuant to the terms of the licenses. NextNRG also has certain performance obligations pursuant to the terms of the licenses.
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Intellectual Property
NextNRG is the owner of U.S. Patent No. 10,836,269 B2 which is a patent for an inductive charging parking bumper with automatic payment processing.
NextNRG’s licenses from FIU relate to the following U.S. patents covering wireless EV charging: U.S. Patents Numbered: 10637294; 9919610; and 9731614.
NextNRG’s licenses from FIU relate to the following U.S. patents covering smart microgrid technology: U.S. Patents Numbered: 10326280; 10969436; 10958211; and 11022720.
NextNRG has also filed trademark applications for “NextCharge,” “Next Charge,” “Next Charging,” “NextCharging,” “NextNRG,” “NextNRG,” and the NextNRG logo.
NextNRG owns the domain names: NextCharging.com; NextNRG.com; NXXT.energy; and NextNRG.energy
Regulatory
Although NextNRG is not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes where it conducts business, it expects to compete primarily with regulated utilities. As a result, it has developed and is committed to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry. It believes these efforts help it better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national and regional policy environment.
To operate its systems, NextNRG may need to obtain interconnection permission from the applicable local primary electric utility. Depending on the size of the solar energy system and local law requirements, when needed interconnection permission will be provided by the local utility directly to NextNRG and/or future customers. In almost all cases, interconnection permissions are issued on the basis of a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over net metering policies. As such, no additional regulatory approvals are required once interconnection permission is given.
NextNRG’s future operations will be subject to stringent and complex federal, state and local laws, including regulations governing the occupational health and safety of our employees and wage regulations. For example, it is subject to the requirements of the federal Occupational Safety and Health Act, as amended (“OSH Act”), and comparable state laws that protect and regulate employee health and safety. NextNRG endeavors to maintain compliance with applicable OSH Act and other comparable government regulations.
Government Incentives
Federal, state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems to promote solar energy in the form of rebates, tax credits, and exclusion of solar energy systems from property tax assessments. These incentives enable us to lower the price we charge customers for energy from, and to lease, our solar energy systems, helping to catalyze customer acceptance of solar energy as an alternative to utility-provided power. In addition, for some investors, the acceleration of depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment.
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The Inflation Reduction Act of 2022 (the “IRA”), which was passed in August 2022, substantially changed and expanded existing federal tax benefits for renewable energy. The IRA extended the existing framework for investment tax credits (“ITC”) offered by the federal government under Section 48(a) of the Internal Revenue Code (the “Code”) and provided for ITCs under Section 48E of the Code for the installation of certain eligible solar power facilities owned for business purposes. Prior to the IRA, if construction on the facility began before January 1, 2020, the amount of the ITC available was 30%, if construction began during 2020, 2021, or 2022 the amount of the ITC available was 26%, with additional step downs in later years. Projects placed in service before January 1, 2022 are still set at 26%. However, with the enactment of the IRA, solar power facilities installed between 2022 and 2032 will receive a 30% ITC of the cost of installed equipment for ten years so long as the facilities meet wage and apprenticeship requirements or are less than 1 MWac, which will decrease to 26% for solar power facilities installed in 2033 and to 22% for solar power facilities installed in 2034; and for those solar power facilities installed in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed. The prevailing wage rates also must be paid for alteration and repair during the 5 years after a project is placed in service.
Pursuant to the IRA, certain ITC projects are eligible for a 10% domestic content bonus so long as the facilities meet wage and apprenticeship requirements, if all the steel and iron are produced in the United States and at least 40% of the facility is produced in the United States, which domestic content percentage requirement increases for facilities that start construction after 2024 and eventually reach 55% for projects which begin construction in 2027 or later.
Pursuant to the IRA, certain ITC projects are eligible for an additional 10% or 20% energy community bonus so long as the facilities meet wage and apprenticeship requirements, and if the facility owner applies for and receives an environmental justice allocation from the Internal Revenue Service (the “IRS”). Solar (and certain related storage) facilities that are less than 5 MWac that are either located in a low-income community or on Indian land, or are part of a qualified low-income residential building project or a qualified low-income economic benefit project qualify. For example, qualified low-income economic benefit projects can receive a 20% bonus if low-income households receive at least one-half of the financial benefits. The IRS provided taxpayers guidance in Notice 2023-18 for determining the requirements for allocation of the ITC bonus. The IRA also included additional incentives, including in relation to stand-alone storage and claiming interconnection costs under the ITC in certain situations, and the ability for ITC recipients to directly transfer such ITCs.
In addition to the incentives at the federal government, more than half of the states, and many local jurisdictions, have established property tax incentives for renewable energy systems that include exemptions, exclusions, abatements and credits. Approximately thirty states and the District of Columbia have adopted a renewable portfolio standard (and approximately eight other states have some voluntary goal) that requires regulated utilities to procure a specified percentage of total electricity delivered in the state from eligible renewable energy sources, such as solar energy systems, by a specified date. To prove compliance with such mandates, utilities must surrender solar renewable energy credits to the applicable authority. While there are numerous federal, state and local government incentives that benefit our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on our business.
Manufacturing and Supply
NextNRG plans to purchase equipment, including solar panels, inverters, batteries, wireless charging station components from a variety of manufacturers and suppliers. If one or more of the suppliers and manufacturers that NextNRG relies upon to meet anticipated demand reduces or ceases production, it may be difficult to quickly identify and qualify alternatives on acceptable terms. In addition, equipment prices may increase in the coming years, or not decrease at the rates it has historically experienced, due to tariffs or other factors.
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Mobile Fueling
NextNRG’s Mobile Fueling solution offers on-demand and subscription-based fuel delivery services, catering to individual consumers, fleets, marine, and other specialty markets. Leveraging digital technology and GPS-based systems, this service responds to the increasing preference for home and workplace product deliveries. Particularly, our fleet services are experiencing significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and reduce downtime. This innovation not only meets the modern demand for convenience but also aligns with the broader shift towards more agile and responsive service models in today’s economy.
NextNRG’s app-based platform conveniently brings the gas station to customers with a growing fleet of Mobile Fueling Trucks. NextNRG’s business verticals align to the high-use, high demand cases in vehicle operations. These are; individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle markets.
| For CONSUMERS, NextNRG services individual “consumer” customers directly at their residences or places of work. In the consumer vertical, NextNRG customers sign-up for NextNRG services individually, or as part of an employer which offers discounted NextNRG services to their employees as an employee benefit while at work at offices, in office parks or on-job locations. Fuel deliveries are completed at optimal times during the day for ‘at work’ customers or at night for residential deliveries. | |
| In the COMMERCIAL vertical, NextNRG provides vital fuel delivery services to commercial fleets of delivery trucks, rental cars, livery operators, and job sites. Deliveries for the commercial vertical are completed during down-times, when the majority of commercial vehicles are at designated locations. This method also allows NextNRG to complete multiple fills at once, while providing the commercial customers the benefit of a fleet of fueled vehicles ready for operations on any given morning. | |
| In the SPECIALTY vertical, NextNRG adapts to each market based on the type of vehicles that can benefit from “at location” fuel delivery. In NextNRG’s home market, Florida, their “specialty” vertical services hundreds of boat owners at their homes or at marinas at which they are docked. NextNRG’s specialty market also includes equipment rental companies, construction job sites, agricultural operations, motorsports events and recreational vehicle grounds. |
NextNRG Model – Resolving Pain Points in the Consumer and Commercial Fuel Customer Markets
NextNRG’s experience in this market indicates that the legacy gas station model is ripe for disruption specifically by a model which works to address major issues with the status of the industry, such as:
| ● | Convenience. People find going to the gas station inconvenient and time consuming. Leaving the house a little late in the morning on an empty tank means arriving late to the office or stopping for gas on your way home after a long day is inconvenient. This number does not include the time it takes to drive to and from the gas station. Our solution saves our customers valuable time and shaves time off our customers’ commutes to and from work. Our Mobile Fueling Truck brings a convenient fueling solution that is disrupting the current industry by saving our customers valuable time and helping them to avoid the stress of not having a full tank of gas. |
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| ● | Fleet Driver Expense. When fleet managers send their vehicles to the gas station to fill up, they are paying for: (i) the driver to take the vehicle to the gas station; (ii) the gas the vehicle consumes on the way to and from the gas station; (iii) wear and tear on the vehicle being driven to the gas station; and (iv) indirectly the downtime for the vehicle being driven to the gas station, which usually will be during the regular working day due to the fact that an employee must take the vehicle there. When fleet managers use NextNRG, we fill up the vehicles after hours so there is no downtime during the regular working day. | |
| ● | Fleet Driver Fraud. 2025 studies show that U.S. commercial fleets lose 15-25% of their fuel budget to theft, fraud, or unauthorized usage annually. With fuel often accounting for approximately 25% of total operating costs, even modest leaks quickly become major losses. NextNRG’s solution tackles fraud head on by taking the drivers out of the equation. NextNRG brings the fuel directly to our customers’ fleets and reduces the risk of driver related fuel fraud. |
| ● | Safety Concerns. Gas stations have a reputation of being unsafe locations. This reputation developed due to the many robberies and assaults that occur at gas stations. According to FBI crime data, 2% of all violent crimes occurred at gas stations. Violent crimes such as robberies and assaults are commonplace at gas stations because often, customers need to exit their vehicles in remote and secluded areas, at late hours, with improper lighting and security at the location. NextNRG’s Mobile Fueling Trucks address these safety issues by bringing the fuel to the consumer, who, from the comfort of their home or office can order a fill-up via our app without even going outdoors. The customer simply needs to place the order and leave the gas tank access open on their vehicle. | |
| ● | Fraud Concerns. Gas stations are hubs for fraud issues. These issues primarily emanate from gas stations employing mostly old-fashioned magnetic strip credit card readers. Gas stations experience hundreds of millions of dollars in credit card fraud annually. NextNRG’s platform does not store any customer credit card data and uses the latest in credit card processing technology to verify cards and secure customers’ payments to ensure authenticity of purchases. | |
| ● | Addressing Environmental Concerns. We can never eliminate our environmental exposure completely. However, by delivering fuel to areas with high vehicle density, we are lowering the environmental impact by reducing the number of separate trips our customers make to refuel their vehicles. Since NextNRG sources direct from oil companies on a daily basis, we have a very high turnover of inventory and do not store our fuel in underground tanks. All our tanks go through a rigorous annual inspection, plus they are visually inspected before and after every shift to ensure proper fuel storage and no loss of vapors. A rapid turnover of inventory and daily tank inspections are not available for underground tanks used by retail gas stations. | |
| ● | Sanitary and Touchless. According to a study conducted by the Kymberly Clark Group, the gas station pump handle is the dirtiest surface Americans touch on their way to work. Also, according to a recent study conducted by busbudy.com, gas station pumps have 11,000 times more bacteria than the common household toilet seat, while pump station buttons contain 15,000 times more. In addition to being germ and bacteria infested, a recent article by njtvonline.org highlighted the near impossibility of social distancing at self-service gas stations, further exacerbating the health risks of going to the gas station. |
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Mobile Fueling Product Offerings
We provide fuel delivery via our fleet of trucks in Florida, Texas, California, Arizona, Oklahoma, Tennessee and Michigan. Our goal is to service all our customers across all our lines of business at predictable locations during vehicle downtimes. Our fleet currently includes 145 trucks that we utilize to deliver fuel directly to our customers. We have three major lines of business and to our knowledge we are the only company in the space which fuels all three verticals :
1. SERVICING CONSUMERS AT HOME AND AT WORK
We offer residential fueling services to customers who can request a fuel delivery through our app and have fuel delivered directly to their vehicle, from the comfort of their home or apartment building, while they go about their night. We offer convenient weekly schedules to our residential customers, so they can live with the comfort of knowing that they will never be without a full tank of gas when they need it. Additionally, our competitive pricing keeps our residential customers from having to travel out of their neighborhood for lower gas prices. Our residential customers currently pay a delivery fee of $6.99 for each delivery or they have the option to pay $14.99 per month for unlimited deliveries. We may increase these prices in the future. We currently offer delivery to residential customers in Miami-Dade, Broward, and Palm Beach counties. Our service is a great new amenity for condominiums, which has been widely used by residents of the buildings we service and has been enhancing residents’ experience.
Through entering agreements with local and national businesses, we work directly with businesses human resource departments to offer employee perks, and fuel employees’ cars while they are working. This is a creative benefit for employers to offer, enabling their employees to have their cars filled, stress free. Additionally, we work directly with the landlords of corporate office parks to bring the amenity of NextNRG to their tenants. Our corporate employee fueling is currently done at competitive prices with no delivery fee. Our corporate office park solution offers benefits to employers and NextNRG. Benefits to employers include: (i) a new perk to offer their employees; and (ii) happier employees who do not have to waste precious time going to the gas station. Benefits to NextNRG include: (i) multiple deliveries at one location creates efficiencies and cuts operating costs; (ii) the employers serve as “influencers” which reduces our marketing costs for each location; and (iii) push-marketing by the employers also results in more residential consumer fills.
2. SERVICING COMMERCIAL ENTITIES
We partner with and offer national and local businesses who operate fleets an alternative solution for fueling their fleet to reduce the businesses operational costs and improve fleet efficiency. Our solution for fleets helps businesses: (i) save money spent on expensive gas stations; (ii) save money on paying employees to go to gas stations; (iii) eliminate unnecessary wear and tear to Company fleet vehicles on trips to the gas station; (iv) better monitor their fuel consumption; (v) eliminate employee mistakes (putting regular gas into a diesel engine); and (vi) prevent theft by employees (customers have reported instances where it was months before they realized their employee was making unauthorized charges on their fleet card).
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3. SERVICING SPECIALTY MARKETS
NextNRG delivers fuel directly to other, market-specific personal and commercial vehicles and tanks. In our home market, the prevalence of boats and boat owners was the first specialty market we developed, particular to the south Florida area which is the base of our services. Marina fuel stations are some of the highest priced in the country. We offer low prices and pre-scheduling so our marine customers can get affordable fuel whenever they need it. The same is true for the markets which we have targeted to enter. In these markets we find similar, market-specific vehicles which our future customers use for; construction or agricultural purposes, personal or recreational vehicle use, or sporting events where a large concentration of vehicles can be serviced at specific locations.
Customers
In addition to our individual, residential customers, we also have structured relationships with property management companies and builders who co-market our services as a benefit to their residents and allow our trucks to enter their communities to fill vehicle owners at their single family homes, condominiums or apartments.
Our commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a leading national grocer, a leading OEM, as well as a leading equipment rental company.
In our specialty market vertical, we service hundreds of boats at various marinas across Miami-Dade and Broward Counties, as well as boats at customers’ homes. We are a preferred delivery partner for a mobile application with thousands of boat-owner users.
Software Systems, IT, User Interface and Experience
Our software systems provide us with logistical and cost saving efficiencies that allow us to forecast the need for truckloads of fuel to effectively service clusters of customers in a specific area or zip code. At the front end of our system, we employ an app-based approach that provides all our customers with an easy-to-engage user interface and ordering system. Customers are able to select the times and locations of their on-demand or routinely scheduled fills and manage their account on their mobile device or desktop system.
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In the back end of our system, we aggregate customer orders based on their location and expected gallon demand for their vehicles. The aggregation of customer orders based on these variables triggers a truckload fill of one of our mobile tankers designated for each of the customer orders our system generates.
Our software and IT systems have been developed and customized in-house to provide cost-saving efficiencies which produce higher margins than traditional gas station fuel margins.
We are planning to expand our software capabilities using AI and machine learning algorithms that will, among other things, automatically generate outbound “fill reminder” communications to customers based on their recorded usage amounts and time intervals.
Mobile Fueling Application
The EzFill Mobile Application has been designed for iPhone and Android devices with our customers and convenience in mind.
Sign Up: The EzFill App provides a quick and easy registration process.
Profile Management: The EzFill App provides easy profile management where users can seamlessly update personal information, such as: vehicle details and location, this way we are able to provide the best services to our customers.
Location Sharing: This feature enables our customers to simply drop a pin at their location on an integrated map which lets our driver know where to deliver the fuel.
Request Fuel Delivery: The EzFill App lets our customers pick the type and quantity of fuel to be delivered in addition to the time and date of availability.
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Weekly Delivery Schedule: The EzFill App also enables our customers to preschedule weekly deliveries on a specific day of the week. This feature enables our customers to request their delivery for a specific time window, this ensures they can schedule their fill up at convenient times when they would be busy attending other tasks and their car is idle.
Push Notifications: The EzFill App has a push notification feature. This allows us to keep customers informed of all the activities associated with the service they have requested. We also use it to keep our customers updated with recent offers and discounts, which helps to boost customer satisfaction and promotes our business.
Transaction History: The EzFill App offers our customers the ability to always view their transaction history. This gives our customers an option to check the previous fuel delivery requests and bills.
Mobile Fueling Market Opportunity
Information provided by Statista indicates that there were an estimated 298 million registered cars in the United States in 2025. According to the U.S. Energy Information Administration, in 2023 the U.S. used approximately 375 million gallons of fuel per day. NextNRG wants to take advantage of the growing number of U.S. drivers by bringing the gas directly to the consumers. We feel that our service solves many problems posed by the legacy gas station. NextNRG’s mobile fueling solution presents a new way for Americans to get gas: at home, at the office, wherever, on demand.
The on-demand market continues to grow. On-demand companies are operating and growing in the:
| ● | Trucking & Delivery Services | |
| ● | Food Delivery Services | |
| ● | Beauty Services | |
| ● | Housekeeping Services | |
| ● | Healthcare Services | |
| ● | Laundry Services |
NextNRG believes that the on-demand market will continue to grow and this growth will benefit its fuel delivery model.
We believe our market opportunity is to expand into major metropolitan statistical areas (“MSAs”) across the continental U.S. with sufficient concentration of business and residential customers. We want to be in locations where people rely heavily on their personal cars to get places.
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As we expand to a new market, we plan to employ a strategy that has helped us build a strong base of business in our existing market. The strategy we developed begins with sales in our fleet category to build a base of business in the target city, while developing and strengthening our delivery operations. Next, after launch, we secure corporate and landlord agreements to allow us to begin marketing our services to their employees and tenants. These agreements include fueling at large office parks during daytime hours and fueling at residential buildings during nighttime hours.
We generate business through establishing corporate and landlord partnerships, we then leverage companies’ internal communication channels to market directly to their employees or residential tenants. By implementing our digital marketing campaigns as well as placement of our content throughout residential and corporate facilities, we are able to develop greater brand awareness. We coordinate with our partners to set up organic marketing efforts with our brand ambassadors to help increase recognition and assist users with downloading the app and setting up their accounts.
Competition
Our mobile fuel delivery service competes with other local fuel delivery companies and gas stations. We differentiate ourselves by allowing our customers to request our service via a mobile app and delivering the fuel directly to the end user. We use our innovative technology and excellent concierge service to offer convenient fueling solutions to all our vertical markets at different times of the day to maximize the efficiency of each mobile fueling truck. To our knowledge, there are no significant mobile fueling competitors in the markets we currently serve.
We distinguish ourselves from our competitors by:
| ● | Prioritizing our customers’ experience and satisfaction; | |
| ● | Streamlining our customers ordering experience; | |
| ● | Rigorously vetting and training our drivers; | |
| ● | Providing the latest in scheduling, GPS technology, and payment systems; | |
| ● | Offering competitive pricing in the zip codes which we service; | |
| ● | Providing all our customers with certified, accurate reports and detailed invoices. |
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Government Regulation
Our industry has certain government regulations. NextNRG is dedicated to ensuring that we operate in a way that is in compliance with applicable regulations.
| 1. | DOT/Hazmat Registration: We are required to be registered with the Department of Transportation to transport and dispense hazardous materials. NextNRG as a company is registered to transport and dispense hazardous material. | |
| 2. | Weights and Measures: In order to ensure the accuracy of our fuel sales to customers, our fuel meters and registers have to be calibrated and certified by the Florida Department of Agriculture. NextNRG’s fuel meters and registers have been calibrated and certified by the Department of Agriculture to be a fuel retailer. | |
| 3. | CDL Licensing with Hazmat Endorsement: Drivers are required to have a Commercial Driver’s License with a Hazmat endorsement in order to operate the Mobile Fueling Trucks. All of our drivers have their Commercial Driver’s License with the Hazmat endorsement. |
Our operations may also be subject to local fire marshal regulations, which varies in the different cities and counties. NextNRG keeps up to date on the local regulations in each of the locations it operates in and does ample research into local regulations before opening in any new location.
The costs of compliance include general liability insurance, workers’ compensation insurance, vehicle insurance, meters and registers maintenance for yearly inspection, vehicle maintenance for yearly inspection, hazmat permits and licensing, safety procedures and equipment, emergency response team, and live safety monitoring system.
Our safety protocol includes:
| ● | Training | |
| ● | Management oversight | |
| ● | Live tracking 24-7 | |
| ● | Safety spill kits | |
| ● | Automatic pump shut off system | |
| ● | 24-7 800 phone# support line |
We have implemented a safety protocol and monitoring system that allows us to operate at maximum efficiency in optimal safety conditions. Our drivers carry the proper commercial driver’s licenses and endorsements and are fully trained and certified to transport and dispense fuel. We have been licensed by the U.S. Department of Transportation and our fueling trucks have been fitted with safety equipment and emergency tools such as spill kits, fire extinguishers, emergency response handbook and a dedicated 24/7 emergency responder support team in the event of emergency situations. We have management oversight around the clock to ensure safe operations. We have an emergency response team on call, in the unlikely situation where there is a spill, the emergency response team will come to the scene to control and properly handle the cleanup of any hazardous materials. We also have state of the art technology that enables us, in real-time, to track the location of our Mobile Fueling Trucks and the inventory levels of each Mobile Fueling Truck.
Corporate Information
NextNRG, Inc. (formerly known as EzFill Holdings, Inc.) was incorporated on April 20, 2016, in the State of Florida. EzFill-FL, LLC was established on July 27, 2016 in the State of Florida. The assets of EzFill-FL, LLC, constituting the mobile fueling business, were acquired as of April 9, 2019 by EzFill Holdings, Inc., which was incorporated on March 28, 2019 in the State of Delaware.
On August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael Farkas, as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 40,000,000 shares of common stock. Subsequently, Next Charging converted to a corporation organized in the State of Nevada named NextNRG Holding Corp. (“Next Holding”) effective as of March 1, 2024 (the “Conversion”), which Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging remained as shareholders of Next Holding.
On June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr. Farkas as the representative of the Next Holding executed a second amended and restated agreement to replace the Exchange Agreement in its entirety (the “Second Amended and Restated Exchange Agreement”). Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Next Holding 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders of Company common stock.
On September 25, 2024, the Company and Mr. Farkas entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment”) to change the number of the Company’s common stock shares to be issued to the Next Holding shareholders by the Company in exchange for 100% of the shares of Next Holding to 100,000,000 shares of the Company’s common stock.
The Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc. (“SEI” or “STAT”), prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”). Next Holding completed the acquisition of SEI on January 19, 2024, and thus 50,000,000 vested on that closing date. The remaining 50,000,000 restricted shares are subject to vesting or forfeiture. 25,000,000 of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Second Amended and Restated Exchange Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual revenues exceeding $100 million, the Company completing projects with deployment costs greater than $100 million, or the Company completing a capital raise greater than $25 million.
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Prior to closing, the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to 500,000,000, (ii) received stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock Market.
On February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended, was completed. Pursuant to the terms of the Second Amended and Restated Exchange Agreement, as amended, the Company issued an aggregate of 100,000,000 shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly owned subsidiary of the Company.
On February 13, 2025, the Company changed its name from EzFill Holdings, Inc. to NextNRG, Inc.
Our principal executive offices are located at 407 Lincoln Road, Ste 9F, Miami Beach, FL 33139, and our telephone number is (305) 786-NEXT. Our website address is nextnrg.com. Information contained on, or accessible through, our website is not a part of this Annual Report on Form 10-K.
Nextnrg.com, NextNRG, and other trade names, trademarks, or service marks of NextNRG appearing in this annual report are the property of NextNRG. Trade names, trademarks, and service marks of other companies appearing in this annual report on Form 10-K are the property of their respective holders.
Recent Developments
Promissory Note, dated as of December 26, 2024.
On December 26, 2024, the Company and Gad International Ltd. (the “Lender”) entered into a promissory note (the “Gad Note”) for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including without limitation the purchase of equipment. Unless the Gad Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23, 2025. Further, the Company agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan, and an optional extension fee of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension to the Loan, upon the Lender’s written consent. If any amount payable under the Loan is not paid when due, whether at stated maturity, by acceleration, or otherwise, such overdue amount will bear interest at a rate of 21%. Additionally, the Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $5,000,000 worth of shares of Company common stock to the Lender if the Gad Note is not repaid on or before February 23, 2025. However, pursuant to an amendment to the Gad Note, dated January 15, 2025, between the Company and the Lender, no shares of the Company can be issued without the Company first receiving shareholder approval. The Company has commenced the process of obtaining shareholder approval and once the shareholder approval process is completed and the Company is authorized to issue the shares, the Company will issue the shares. The Company shall take no action to impair, hinder or impede either the approval process or the issuance of the shares in the event they become owed to Lender. Such shares of common stock will be valued based on the Nasdaq official closing price for the Company’s common stock as of date of the issuance of the Gad Note. The note was extended to March 23, 2025, and in exchange for the extension of the maturity date, the Company paid a fee of $200,000. The note was paid in full on March 26, 2025.
Promissory Note, dated as of December 30, 2024.
On December 30, 2024, the Company and NextNRG entered into a promissory note (the “December 30 Note”) for the sum of $330,000 to be used for the Company’s working capital needs, including without limitation the purchase of equipment. The unpaid principal balance of the December 30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will be due and payable in full on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the five trading day period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of the December 30 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the December 30 Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December 30 Note must be repaid in cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios or multipliers of any such subdivision, split, reverse split.
Michael Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding shares of common stock.
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Corporate Name Change and Ticker Symbol.
Effective February 14, 2025, the Company changed its corporate name from “EzFill Holdings, Inc.” to “NextNRG, Inc.” Concurrently, the Company’s common stock ceased trading under the ticker symbol “EZFL” and began trading on the Nasdaq Capital Market under the ticker symbol “NXXT,” with a new CUSIP number of 652941105. The name change followed the closing of the NextNRG acquisition on February 13, 2025 and reflects the Company’s strategic focus on renewable energy, mobile fueling, and next-generation energy infrastructure.
Public Offering.
On February 18, 2025, the Company closed a public offering of 5,000,000 shares of common stock at a price of $3.00 per share, for gross proceeds of $15,000,000 before deducting underwriting discounts and offering expenses.
Sale of Future Receipts — Redstone Advance Inc., dated as of March 24, 2025.
On March 24, 2025, the Company entered into a Sale of Future Receipts Agreement (the “Redstone Agreement”) with Redstone Advance Inc. (“Redstone”). Pursuant to the Redstone Agreement, the Company agreed to sell to Redstone future proceeds of sales made by the Company in the amount of $3,217,700, and to deliver 20% of such future receipts to Redstone on a daily basis, subject to periodic reconciliation. As consideration, Redstone agreed to pay the Company $2,300,000, minus $784,000 representing fees and amounts applied to satisfy prior balances, resulting in net proceeds to the Company of $1,516,000. The Company authorized Redstone to debit an initial periodic amount of $125,000 per business day, representing 20% of the Company’s future receipts, subject to reconciliation. Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors, and beneficial holder of a majority of the Company’s outstanding common stock, personally guaranteed the Company’s obligations under the Redstone Agreement.
Sale of Future Receipts — Mr. Advance Agreement, dated as of March 25, 2025.
On March 25, 2025, the Company entered into a Future Receivables Sale and Purchase Agreement with Funderzgroup LLC d/b/a Mr. Advance (“Mr. Advance”). Pursuant to the agreement, the Company sold to Mr. Advance its right, title, and interest in 7.54% of future receipts until the purchased amount has been delivered in full. As consideration, Mr. Advance agreed to pay the Company $2,300,000, minus $784,035 representing fees and amounts applied to satisfy prior balances, resulting in net proceeds to the Company of $1,515,965. The Company authorized Mr. Advance to debit $125,000 on a weekly basis, subject to modification. Mr. Farkas personally guaranteed the Company’s obligations under this agreement.
Fee Agreement with Michael D. Farkas, dated as of March 25, 2025.
On March 25, 2025, the Company entered into a Fee Agreement with Mr. Farkas pursuant to which, in consideration of Mr. Farkas personally guaranteeing certain loans entered into by the Company, the Company agreed to pay Mr. Farkas a fee equal to 3% of the funds personally guaranteed by Mr. Farkas on the Company’s behalf, payable upon receipt by the Company of the corresponding loan proceeds.
Promissory Note with Alcourt LLC, dated as of March 31, 2025.
On March 31, 2025, the Company issued a promissory note in the principal sum of $1,000,000 in favor of Alcourt LLC (“Alcourt”), bearing interest at a rate of 15% per annum and issued with an original issue discount of $150,000, with an initial maturity date of April 30, 2025. The parties subsequently extended the maturity date on multiple occasions in exchange for issuances of restricted shares of common stock: on May 21, 2025, in exchange for 26,000 shares, the maturity date was extended to May 31, 2025; on June 23, 2025, in exchange for 90,000 shares, the maturity date was extended to June 30, 2025, with an option to extend for additional one-month periods up to September 30, 2025 in exchange for 90,000 additional shares per extension; and on July 1, 2025, in exchange for 180,000 shares, the maturity date was extended to September 30, 2025. This note was subsequently paid in full, with $234,000 of the proceeds from the Equify Financial equipment lease described below applied to satisfy amounts outstanding under the note.
Promissory Notes with Michael D. Farkas — May and June 2025.
Between May 5, 2025 and June 10, 2025, the Company entered into five promissory notes with Michael D. Farkas for working capital needs, each bearing a fixed interest rate of 12% per annum and maturing on the earlier of one year from the date of issuance or the date the Company completes a cumulative capital raise of at least $4,000,000 following that note’s issuance date. On May 5, 2025, the Company issued a note in the principal amount of $600,000 with an original issue discount of $72,000. On May 9, 2025, the Company issued a note in the principal amount of $112,000 with an original issue discount of $12,000. On May 19, 2025, the Company issued a note in the principal amount of $224,000 with an original issue discount of $24,000. On May 20, 2025, the Company issued a note in the principal amount of $196,000 with an original issue discount of $21,000. On June 10, 2025, the Company issued a note in the principal amount of $436,000 with an original issue discount of $46,000. The aggregate principal amount of the five notes was $1,568,000. These notes were extinguished in full on September 18, 2025 through the debt-for-equity exchange with Mr. Farkas described below.
Stock Purchase Agreement — Agile Capital Funding LLC, dated as of June 20, 2025.
On June 20, 2025, the Company entered into a Stock Purchase Agreement with Agile Capital Funding LLC (“Agile Capital”) pursuant to which the Company agreed to issue and sell 256,667 shares of common stock at a purchase price of $3.00 per share, for an aggregate purchase price of approximately $770,000. In lieu of paying cash for the shares, Agile Capital agreed to absolve Next NRG LLC, a wholly owned subsidiary of the Company’s subsidiary NextNRG Holding Corp., of $770,000 of outstanding liability owed to Agile Capital under a Future Receivables Purchase and Sale Agreement dated December 16, 2024. The shares were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268960).
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Future Receivables Sale and Purchase Agreement — March 2026.
On June 27, 2025, the Company entered into loan agreements with two accredited investors, each providing the Company a loan of $1,500,000, for aggregate principal of $3,000,000. In lieu of periodic cash interest payments, the Company paid the full interest obligation for the term of both loans upfront in equity, issuing an aggregate of 450,000 shares of common stock at $3.00 per share (total stated interest of $1,350,000, equal to 45% of principal). To secure the loans, the Company pledged an aggregate of 5,800,000 shares of common stock, with 2,900,000 pledged shares attributable to each loan. Upon a default on either loan, the applicable lender would receive 2,900,000 pledged shares, sell only the number of shares necessary to recover its outstanding principal, and return any unsold pledged shares to the Company at no cost. All interest shares and pledged shares were registered pursuant to the Company’s shelf registration statement and a related prospectus supplement filed June 30, 2025.
At The Market Sales Agreement, dated as of July 3, 2025.
On July 3, 2025, the Company entered into an At The Market Sales Agreement (the “ATM Agreement”) with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC, as sales agents, pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $75,000,000. The agents agreed to use commercially reasonable efforts to sell shares on Nasdaq or in privately negotiated transactions based upon the Company’s instructions, and the Company agreed to pay a fixed commission of 3.0% of aggregate gross proceeds. On November 14, 2025, the Company and the agents entered into Amendment No. 1 to the ATM Agreement, reducing the aggregate allowed offering amount from $75,000,000 to $60,000,000, with no other changes to the terms. The ATM Agreement was terminated effective January 17, 2026.
Stock Purchase Agreement — Debt-for-Equity Exchange with Redstone, dated as of July 11, 2025.
On July 11, 2025, the Company entered into a Stock Purchase Agreement with Redstone pursuant to which the Company issued 1,081,395 restricted shares of common stock at a price of $2.15 per share. The purchase price was satisfied through Redstone’s cancellation and discharge of $2,325,000 of outstanding indebtedness owed by the Company under the Redstone Agreement dated March 24, 2025. The issuance was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Promissory Note, dated as of July 15, 2025.
On July 15, 2025, the Company entered into a promissory note with a third-party lender in the principal sum of $2,000,000 for working capital purposes, bearing interest at a fixed rate of 18% per annum, issued with an original issue discount of 5%, and originally maturing on March 11, 2026. The Company is required to make monthly payments of $125,000 beginning August 15, 2025. In lieu of paying $360,000 of accrued interest in cash, the Company elected to issue 197,802 restricted shares of common stock at approximately $1.82 per share, and additionally issued 126,373 shares of common stock as commitment shares. This note was terminated on March 11, 2026, as described below.
Equipment Lease — Equify Financial, LLC, dated as of August 4, 2025.
On August 4, 2025, the Company entered into Equipment Lease Schedule No. 002 under its Master Lease Agreement with Equify Financial, LLC to lease fuel trucks and related equipment totaling $1,164,600. The 36-month lease requires one initial payment of $35,685 and 35 subsequent monthly payments of $35,685 commencing September 20, 2025, and includes a Terminal Rental Adjustment Clause with an end-of-term purchase option of $232,920. Lease proceeds were disbursed as $820,600 to the Company, $234,000 to Alcourt in full satisfaction of amounts outstanding under the Alcourt promissory note, and $110,000 for tax, title, and license costs.
Securities Purchase Agreement and Senior Secured Convertible Notes.
On September 8, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to sell (i) senior secured convertible notes in an aggregate original principal amount of up to $11,800,000 (the “Notes”), convertible into shares of common stock, par value $0.0001 per share, and (ii) warrants to purchase up to 3,000,000 shares of common stock at an exercise price of $5.00 per share (the “Warrants”). In connection with the Purchase Agreement, the Company also agreed to issue to a consultant of the Investor due diligence notes in an aggregate original principal amount of up to $1,180,000 (the “Due Diligence Notes”) and due diligence warrants to purchase up to 300,000 shares of common stock (the “Due Diligence Warrants”), on the same terms as the Notes and Warrants, respectively. The Company and the Investor also entered into a registration rights agreement and a security agreement on the same date.
No interest accrues on the Notes prior to an Event of Default or the Maturity Date; thereafter, interest accrues at the lesser of 18% per annum or the maximum rate permitted by applicable law. The Notes are convertible at a conversion price equal to the Nasdaq Minimum Price at the applicable closing, subject to anti-dilution adjustment, provided that the conversion price shall not fall below a specified floor price. The Company agreed that, for so long as any amount remains outstanding under the Notes, it will not issue equity at a price below the highest per-share price under the Purchase Agreement and will not enter into any equity line of credit or variable-rate equity instruments without the Investor’s consent. Share issuances under these instruments are capped at 19.9% of outstanding common stock absent shareholder approval, the Investor received a right to participate in future financings for 12 months from the initial closing for up to 50% of each such financing, and the Company’s Chief Executive Officer provided the Investor with an unconditional personal guaranty of the Company’s obligations. Under the Security Agreement, the Company and certain subsidiaries granted the Investor a first-priority security interest in substantially all of the Company’s assets.
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The Company completed four closings under the Purchase Agreement: at the initial closing on September 8, 2025, the Company issued Notes of $2,950,000 and Warrants for up to 750,000 shares, plus Due Diligence Notes of $295,000 and Due Diligence Warrants for up to 75,000 shares, receiving $2,500,000 in gross proceeds at an 18% original issue discount; at the second closing on October 3, 2025, the Company issued Notes of $1,475,000 and Warrants for up to 375,000 shares, plus Due Diligence Notes of $147,500 and Due Diligence Warrants for up to 37,500 shares, receiving $1,250,000 in gross proceeds at a conversion price of $1.92 per share; at the third closing on October 22, 2025, the Company issued Notes of $1,475,000 and Warrants for up to 375,000 shares, plus Due Diligence Notes of $147,500 and Due Diligence Warrants for up to 37,500 shares, receiving $1,250,000 in gross proceeds at a conversion price of $1.82 per share; and at the fourth closing on November 12, 2025, the Company issued Notes of $2,950,000 and warrants and due diligence warrants for up to an aggregate of 825,000 shares, plus Due Diligence Notes of $295,000, receiving $2,500,000 in gross proceeds at a conversion price of $1.688 per share. Cumulative gross proceeds across the four closings totaled $7,500,000, with aggregate Note and Due Diligence Note principal of $9,735,000. The Purchase Agreement entitles the Investor to purchase additional Notes and Warrants for five years from the initial closing for up to an additional $8,850,000 in aggregate Note principal and up to 2,250,000 additional Warrant shares. Shares issuable upon conversion and warrant exercise were registered pursuant to the Company’s shelf registration statement and related prospectus supplements beginning September 9, 2025.
Stock Purchase Agreement with Michael D. Farkas, dated as of September 18, 2025
On September 18, 2025, the Company entered into a Stock Purchase Agreement with Mr. Farkas pursuant to which the Company issued 1,000,000 restricted shares of common stock at a price of $1.67 per share. The $1,670,000 purchase price was satisfied through the cancellation and discharge of outstanding indebtedness owed by the Company to Mr. Farkas under the May 5, May 9, May 19, May 20, and June 10 Notes.
Power Purchase Agreements — Sunnyside and Topanga, dated November 2025
In November 2025, two wholly owned subsidiaries of the Company, NextNRG Sunnyside Microgrid LLC and NextNRG Topanga Microgrid LLC, entered into long-term power purchase agreements with Sunnyside Nursing and Post-Acute Care Center and Topanga Nursing and Post-Acute Care Center, respectively. Under each agreement, the applicable subsidiary agreed to design, construct, install, own, operate, and maintain an on-site photovoltaic solar and battery energy storage system at the respective facility, and the facility agreed to purchase all electricity generated by the system at a contracted price per kilowatt-hour over the term. The Sunnyside system consists of a 409 kW solar array paired with a 300 kW / 1,200 kWh battery, and the Topanga system consists of a 350 kW solar array paired with a 250 kW / 1,000 kWh battery. Each agreement has an initial term of 28 years commencing on the applicable commercial operation date, with options for two additional five-year renewal periods. The anticipated commercial operation date for both systems is October 30, 2026, with an outside commercial operation date of December 30, 2026. Environmental incentives, environmental attributes, and tax credits associated with each system accrue to the applicable NextNRG subsidiary. Each agreement also includes a declining early termination payment schedule and grants the facility an option to acquire the system at fair market value at specified times during the term.
Stock Purchase Agreement with Michael D. Farkas, dated as of November 24, 2025.
On November 24, 2025, the Company entered into a Stock Purchase Agreement with Mr. Farkas pursuant to which the Company issued 1,000,000 restricted shares of common stock at a price of $1.04 per share in exchange for Mr. Farkas’s settlement of $1,040,000 of accrued interest outstanding under promissory notes issued by the Company or its subsidiaries to Mr. Farkas between June 2023 and February 2025. The principal amounts under such promissory notes remain outstanding.
Annual Meeting of Stockholders.
On December 29, 2025, the Company held its 2025 Annual Meeting of Stockholders. Stockholders voted to: (i) elect five directors to serve until the next annual meeting; (ii) approve a change in the Company’s state of incorporation from Delaware to Nevada; and (iii) ratify M&K CPAs, PLLC as the Company’s independent registered public accounting firm for fiscal year 2025. All three matters were approved. The reincorporation to Nevada is intended to reduce the Company’s recurring state costs, with Delaware franchise taxes having totaled $121,016 for fiscal year 2024.
Subsequent Events
ATM Termination. On January 17, 2026, the Company terminated the ATM Agreement with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC. No shares were sold under the ATM Agreement prior to its termination. The Company stated it has no immediate plans to enter into a new at-the-market program, and intends to prioritize strategic investors to support long-term growth.
Stock Purchase Agreements — January 2026.
On January 20, 2026, the Company entered into a Stock Purchase Agreement with an investor pursuant to which the Company agreed to sell 462,962 shares of common stock at a purchase price of $1.08 per share, for aggregate proceeds of $500,000. On January 28, 2026, the Company entered into a Stock Purchase Agreement with an investor pursuant to which the Company agreed to sell 368,421 shares of common stock at $0.95 per share, for proceeds of $350,000. On January 29, 2026, the Company entered into a Stock Purchase Agreement with the same investor pursuant to which the Company agreed to sell 154,639 shares of common stock at $0.97 per share, for proceeds of $150,000.
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Stock Purchase Agreement — February 2026.
On February 12, 2026, the Company entered into a Stock Purchase Agreement pursuant to which the Company agreed to sell 300,000 shares of common stock at $0.75 per share, for aggregate proceeds of $225,000. On February 18, 2026, the Company entered into a Stock Purchase Agreement pursuant to which the Company agreed to sell 133,333 shares of common stock at $0.75 per share, for aggregate proceeds of $100,000.
Future Receivables Sale and Purchase Agreement — March 2026.
On March 9, 2026, the Company entered into a Future Receivables Sale and Purchase Agreement with a funding counterparty, pursuant to which the Company agreed to sell 6.87% of its future receipts until a total of $2,772,000 has been delivered, in exchange for consideration of $2,100,000 less $105,035 in fees, resulting in net proceeds of approximately $1,994,965. The Company is required to make fixed biweekly payments initially equal to $231,000, subject to reconciliation. The Company granted the purchaser a first-priority lien on its accounts, receivables, deposit accounts, and inventory. Mr. Farkas personally guaranteed the Company’s obligations under this agreement.
July 15 Note Termination — March 2026.
On March 11, 2026, the Company entered into a Stock Purchase Agreement with the holder of the July 15, 2025 promissory note (the “Noteholder”), pursuant to which the Company agreed to issue and sell 3,181,818 shares of common stock to the Noteholder at a purchase price of $0.55 per share, for an aggregate purchase price of $1,750,000. In lieu of paying cash, the Noteholder agreed to absolve the Company of $1,750,000 of outstanding liability under the July 15 Note. In connection with the closing, the July 15 Note was terminated in its entirety and rendered null and void.
Nasdaq Minimum Bid Price Notice — March 2026. On March 16, 2026, the Company received written notice from the Nasdaq Listing Qualifications Department indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The notification has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Company has 180 calendar days, or until September 14, 2026, in which to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, compliance will be restored. If the Company fails to regain compliance within the initial 180-day period, it may be eligible for an additional 180-day compliance period, subject to meeting applicable listing standards, which may include effecting a reverse stock split to cure the deficiency. There can be no assurance that the Company will be able to regain compliance within the applicable period.
Leviston Resources Financing — April 2026. On April 1, 2026, the Company entered into a Securities Purchase Agreement with Leviston Resources, LLC (“Leviston”) pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of $1,724,444 (the “Leviston Note”) for a purchase price of $1,552,000, reflecting an original issue discount of $172,444. As additional consideration, the Company issued 243,300 shares of common stock to Leviston on April 1, 2026. The Leviston Note bears interest at 10% per annum with interest guaranteed for the full six-month term regardless of any prepayment or conversion, and matures on October 1, 2026. The Leviston Note is a senior secured obligation of the Company, secured by a first-priority security interest in substantially all of the Company’s assets, including 100% of the equity interests in the Company’s directly-owned subsidiaries. The Leviston Note is convertible into shares of common stock only upon and following an Event of Default, at a conversion price equal to 80% of the average of the three lowest daily VWAP figures during the 15 trading days preceding the conversion date, subject to a floor price of $0.10 per share, and subject to an equity blocker of 4.99% (extendable to 9.99%) and a hard cap of 19.99% of outstanding shares under Nasdaq Listing Rule 5635(d). The Company may prepay the Leviston Note at any time prior to October 1, 2026; provided that prepayment after 60 days from issuance requires payment of 110% of the outstanding balance plus all guaranteed interest for the full six-month term. Upon an Event of Default, all outstanding obligations automatically increase to 150% of the then-outstanding balance and accrue default interest at the lesser of 18% per annum or the maximum rate permitted by law. Leviston also received rollover and piggyback registration rights, right of participation and right of first refusal in future financing transactions through the later of October 1, 2027 or full repayment of the Leviston Note, and most favored nation rights for so long as any obligations remain outstanding.
Cashera Business Loan — April 2026. On April 7, 2026, the Company and Cashera Private Credit Inc. (“Cashera”) entered into a Business Loan and Security Agreement pursuant to which Cashera provided a term loan of $750,000 to the Company. The Company received net disbursement proceeds of $712,500 after a $37,500 origination fee. The total repayment obligation is $1,050,000, representing $300,000 in total interest, and is repaid in 24 weekly installments of $43,750 beginning immediately following disbursement, with a maturity date of October 1, 2026 and an annual percentage rate of approximately 173.06%. The Cashera loan is secured by a first-priority security interest in substantially all of the Company’s assets, personally guaranteed by Mr. Farkas, and cross-guaranteed by NextNRG Ops LLC, a wholly owned subsidiary of the Company. The agreement prohibits the Company from incurring additional debt without Cashera’s prior written consent, with a $75,000 stacking fee per occurrence for any violation of this covenant. Upon an event of default, Cashera may accelerate all obligations, charge a 25% default fee on the outstanding balance, take possession of collateral, and file a confession of judgment in the State of Utah.
Employees
As of April 15, 2026, we had a total of approximately 177 employees, all of whom were full-time. None of our employees are covered by a collective bargaining agreement, and we consider our relations with our employees to be good.
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Item 1A. Risk Factors
Any investment in our securities involves a high degree of risk. You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Cautionary Note Regarding Forward Looking Statements.”
Our business, financial condition or operating results could be materially adversely affected by any of these risks. In such case, the trading price of our common stock could decline, and our stockholders may lose all or part of their investment in our securities.
Risks Related to Our Business
We will require substantial additional capital to support our operations and growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.
Revenues generated from our operations are not presently sufficient to sustain our operations and our current liabilities substantially exceeded our current assets as of December 31, 2025. Therefore, we will need to raise additional capital in the future to continue our operations.
We anticipate that our principal sources of liquidity will only be sufficient to fund our activities through April 30, 2026. In order to have sufficient cash to fund our operations beyond April 30, 2026, we will need to raise additional equity or debt capital.
There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. We will be required to pursue sources of additional capital through various means, including debt or equity financings. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our history of losses, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations.
Uncertain geopolitical conditions and trade policies could adversely affect our results of operations.
Uncertain and rapidly evolving geopolitical conditions, including ongoing armed conflicts in the Middle East and Ukraine, heightened tensions in the Strait of Hormuz through which approximately 20 million barrels per day of crude oil transit, expanded sanctions regimes, and the imposition of new tariffs and trade restrictions, may cause demand for our products and services to be volatile, cause abrupt changes in our customers’ buying patterns, and interrupt our ability to supply products or limit customers’ access to financial resources and ability to satisfy obligations to us. In particular, U.S. tariff rates have reached their highest levels since World War II, reshaping global trade flows and increasing costs across the energy supply chain. Retaliatory tariffs imposed by trading partners, potential further escalation of trade disputes, and supply chain disruptions resulting from geopolitical realignment could increase our cost of goods, reduce the availability of critical equipment and parts for our fleet and infrastructure, and negatively impact customer demand. Specifically, terrorist attacks, the outbreak or escalation of war, the existence of international hostilities, or the imposition of broad-based trade restrictions could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products, adversely affect both the price of our fuel and our ability to obtain fuel, and disrupt global supply chains upon which we and our suppliers depend.
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Changes in U.S. trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chain.
The imposition of significant tariffs on imported goods, including steel, aluminum, electronic components, and other materials used in our fuel delivery fleet, EV charging equipment, and smart microgrid infrastructure, has increased and may continue to increase our capital and operating costs. U.S. tariff rates have reached historically elevated levels, and retaliatory measures by trading partners have created uncertainty across global supply chains. These trade disruptions have contributed to delays in and, in some cases, abandonment of renewable energy projects industry-wide. NextNRG’s smart microgrid and wireless charging hardware may rely on components sourced from countries subject to tariffs or export controls, and any further escalation of trade restrictions could increase hardware costs, delay product development timelines, and reduce the cost competitiveness of our offerings. Additionally, trade policy uncertainty may reduce business and investor confidence in the energy sector, which could adversely affect our ability to raise capital on favorable terms. We cannot predict the scope, duration, or ultimate impact of current or future trade policies on our business, financial condition, or results of operations.
Operating and litigation risks may not be covered by insurance.
Our operations are subject to all of the operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing combustible liquids such as gasoline for use by consumers. These risks could result in substantial losses due to personal injury and/or loss of life, and severe damage to and destruction of property and equipment arising from explosions and other catastrophic events, including acts of terrorism. Additionally, environmental contamination could result in future legal proceedings. There can be no assurance that our insurance coverage will be adequate to protect us from all material expenses related to pending and future claims or that such levels of insurance would be available in the future at economical prices. Moreover, defense and settlement costs may be substantial, even with respect to claims and investigations that have no merit. If we cannot resolve these matters favorably, our business, financial condition, results of operations and future prospects may be materially adversely affected.
Changes in climate change laws, regulations, and federal energy policy, and the market response to these changes, may negatively impact our operations.
The regulatory landscape governing greenhouse gas (“GHG”) emissions and alternative energy is subject to significant and rapid change. While some states have adopted laws and regulations limiting GHG emissions for certain industry sectors, federal energy policy has shifted meaningfully. Executive Order 14154, “Unleashing American Energy,” signed in January 2025, directed federal agencies to pause certain grant program disbursements under the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation Reduction Act (“IRA”) pending program reviews. In addition, federal clean vehicle tax credits under Sections 25E, 30D, and 45W of the Internal Revenue Code were repealed for vehicles acquired after September 30, 2025, and the Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C was repealed for chargers placed in service after June 30, 2026. Proposed rules would also roll back fuel economy standards to model year 2022 levels. These policy reversals could reduce consumer incentives to adopt EVs and alternative fuels, which may adversely affect NextNRG’s addressable market while simultaneously reducing pressure on traditional fuel demand. Conversely, future administrations or state-level action may reimpose or strengthen GHG regulations, which could impose significant additional compliance costs on us, our suppliers, and our customers. Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition. The unpredictability of the regulatory environment makes long-term planning difficult and could have a material adverse effect on our business, financial condition, and results of operations.
Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value.
M&K CPA’s, PLLC, our independent registered public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that our current liquidity position raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position, we may not be able to continue as a going concern.
We anticipate that we will continue to generate operating losses and use cash in operations through the foreseeable future. As further set forth above, we anticipate that we will need significant additional capital by April 30, 2026, or we may be required to curtail or cease operations.
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The reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect NextNRG’s growth prospects.
NextNRG’s business plan has been developed, in part, with the expectation that federal and state incentive programs would support the deployment of EV charging infrastructure and distributed energy systems. In 2025, the federal government repealed clean vehicle tax credits under Sections 25E, 30D, and 45W of the Internal Revenue Code for vehicles acquired after September 30, 2025, and enacted the repeal of the Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C for property placed in service after June 30, 2026. Additionally, the Federal Highway Administration rescinded all previously released guidance for the National EV Infrastructure (“NEVI”) formula grant program and suspended state plan approvals, with the President’s fiscal year 2026 budget proposing to cancel $6 billion in IIJA funds for EV charger programs. The loss of these incentive programs may reduce consumer and commercial demand for EV charging solutions, slow the deployment of charging infrastructure nationally, and make NextNRG’s products and services less economically attractive to potential customers. There can be no assurance that replacement incentive programs will be adopted at the federal or state level, or that any such programs will be available on terms favorable to our business.
If we are unable to protect our information technology systems against service interruption, misappropriation of data, or breaches of security resulting from cyber security attacks or other events, or we encounter other unforeseen difficulties in the operation of our information technology systems, our operations could be disrupted, our business and reputation may suffer, and our internal controls could be adversely affected.
In the ordinary course of business, we rely on information technology systems, including the Internet and third-party hosted services, to support a variety of business processes and activities and to store sensitive data, including (i) intellectual property, (ii) our proprietary business information and that of our suppliers and business partners, (iii) personally identifiable information of our customers and employees, and (iv) data with respect to invoicing and the collection of payments, accounting, procurement, and supply chain activities. In addition, we rely on our information technology systems to process financial information and results of operations for internal reporting purposes and to comply with financial reporting, legal, and tax requirements. Despite our security measures, our information technology systems may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, sabotage, or other disruptions. A loss of our information technology systems, or temporary interruptions in the operation of our information technology systems, misappropriation of data, or breaches of security could have a material adverse effect on our business, financial condition, results of operations, and reputation.
Moreover, the efficient execution of our business is dependent upon the proper functioning of our internal systems. Any significant failure or malfunction of this information technology system may result in disruptions of our operations. Our results of operations could be adversely affected if we encounter unforeseen problems with respect to the operation of this system.
NextNRG’s smart microgrid and connected charging infrastructure may be vulnerable to cybersecurity threats that could disrupt operations and expose the Company to liability.
NextNRG’s smart microgrid platform involves networked energy management systems, IoT-connected devices, and bidirectional communication with the electrical grid. These connected systems present an expanded attack surface for cyber threats, including unauthorized access to grid-connected infrastructure, manipulation of energy management algorithms, ransomware attacks on charging networks, and data breaches involving customer information. A successful cyberattack on NextNRG’s microgrid or charging infrastructure could result in physical damage to connected equipment, disruption of energy services, grid instability in affected areas, regulatory penalties, and significant reputational harm. Evolving cybersecurity regulations applicable to critical infrastructure and grid-connected systems may impose additional compliance costs. There can be no assurance that NextNRG’s cybersecurity measures will be sufficient to prevent all attacks or that the Company will not incur material costs in responding to security incidents.
High fuel prices can lead to customer conservation and attrition, resulting in reduced demand for our product.
Prices for fuel are subject to volatile fluctuations in response to changes in supply and other market conditions. During periods of high fuel costs our prices generally increase. High prices can lead to customer conservation and attrition, resulting in reduced demand for our product.
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Low fuel prices may also result in less demand for our product.
Low fuel prices may lead to us being unable to attract customers due to the fact that we charge a delivery price that may make our pricing less competitive.
Changes in commodity market prices may have a negative effect on our gross margin.
Our current fuel supplier agreements set terms and establish formulas based on Oil Price Information Service (“OPIS”) pricing as of the time of wholesale acquisition, and we do not store inventory. OPIS is a leading source for worldwide petroleum pricing. There is a mark-up for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model. Cost of goods sold includes direct labor, including drivers. Our gross margin as a percentage of revenue decreases as a result of increase in fuel costs.
The decline of the retail fuel market may impact our potential to get new customers.
The retail gasoline industry has been declining over the past several years, with no or modest growth or decline in total demand foreseen in the next several years. Accordingly, we expect that year-to-year industry volumes will be principally affected by weather patterns. Therefore, our ability to grow within the industry is dependent on our ability to acquire other retail distributors and to achieve internal growth, which includes the success of our sales and marketing programs designed to attract and retain customers. Any failure to retain and grow our customer base would have an adverse effect on our results.
Competition in the fuel delivery industry may negatively impact our operations.
We compete with other mobile fuel delivery companies nationwide. There is little to no barrier to entry and therefore, our competition in the industry may grow. Our ability to compete in our current markets and expand to new markets may be negatively impacted by our competitors’ successes. Additionally, fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. In addition, we cannot predict the effect that the development of alternative energy sources might have on our operations. We compete for customers against suppliers of electricity. Electricity is becoming a competitor of fuel. The convenience and efficiency of electricity make it an attractive energy source for vehicle drivers. The expansion of the EV industry may have a negative impact on our customer base.
Our trucks transport hazardous flammable fuel, which may cause environmental damage and liability to us.
Due to the hazardous nature and flammability of our product, we face the risk of a simple accident causing serious damage to life and property. Additionally, a spill of our product may result in environmental damage, the liability for which our Company may not be able to overcome. If we are involved in a spill, leak, fire, explosion or other accident involving hazardous substances or if there are releases of fuel or fuel products we own or are transporting, our operations could be disrupted and we could be subject to material liabilities, such as the cost of investigating and remediating contaminated properties or claims by customers, employees or others who may have been injured, or whose property may have been damaged. These liabilities, to the extent not covered by insurance, could have a material adverse effect on our business, financial condition and results of operations. Some environmental laws impose strict liability, which means we could have liability without regard to whether we were negligent or at fault.
In addition, compliance with existing and future environmental laws regulating fuel storage terminals, fuel delivery vessels and/or storage tanks that we own or operate may require significant capital expenditures and increased operating and maintenance costs. The remediation and other costs required to clean up or treat contaminated sites could be substantial and may not be covered by insurance.
Our cash flow and net income may decrease if we are forced to comply with new governmental regulation surrounding the transportation of fuel.
We are subject to various federal, state, and local safety, health, transportation, and environmental laws and regulations governing the storage, distribution, and transportation of fuel. It is possible we will incur increased costs as a result of complying with new safety, health, transportation and environmental regulations and such costs will reduce our net income. It is also possible that material environmental liabilities will be incurred, including those relating to claims for damages to property and persons.
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Our current dependence on only a few fuel suppliers increases our risk of an interruption in fuel supply, impacting our operations.
Although we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from four principal suppliers in the markets in which we operate; as such, if fuel from these sources was interrupted, the cost of procuring replacement fuel and transporting that fuel from alternative locations might be materially higher and, at least on a short-term basis, our earnings could be negatively affected. This supplier is also a shareholder in the Company.
Our profitability is subject to fuel pricing and inventory risk.
The retail fuel business is a “margin-based” business in which gross profits are dependent upon the excess of the sales price over the fuel supply costs. Fuel is a commodity, and, as such, its unit price is subject to volatile fluctuations in response to changes in supply or other market conditions. We have no control over supplies, commodity prices or market conditions. Consequently, the unit price of the fuel that we and other marketers purchase can change rapidly over a short period of time, including daily.
Loss of a major customer could result in a decrease in our future sales and earnings.
In any given quarter or year, sales of our products may be concentrated in a few major customers. We anticipate that a limited number of customers in any given period may account for a substantial portion of our total net revenue for the foreseeable future. The business risks associated with this concentration, including increased credit risks for these and other customers and the possibility of related bad debt write-offs, could negatively affect our margins and profits. Additionally, the Company does not have any long-term agreements with its customers. All customer agreements are cancelable at any time by either party and as such there cannot be any assurance that any customer will continue to use the Company’s services. The loss of a major customer, whether through competition or consolidation, or a termination in sales to any major customer, could result in a decrease of our future sales and earnings.
We operate in an industry that is often subject to very strict laws, regulations and oversight.
Our industry has very strict laws and codes that must be complied with. We are subject to oversight, including audits, in existing or future areas of operation. If we cannot comply with the Code, or County, State or Federal rules and regulations or the laws, rules and regulations or oversight in areas in which we currently operate or may seek to operate, we could lose the ability to service those areas and our earnings could be affected.
NextNRG’s renewable energy business has a very limited operating history, which makes it difficult to evaluate its business and prospects.
NextNRG has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results. NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets. NextNRG’s business strategy centers on its smart microgrid platform and wireless EV charging technology, both of which remain in early stages of commercialization and face significant technical, regulatory, and market adoption risks. Smart microgrids involve the integration of distributed energy resources, energy storage systems, and intelligent load management, which are subject to complex and evolving interconnection standards, utility regulations, and grid reliability requirements enforced by entities such as state public utility commissions and the North American Electric Reliability Corporation (“NERC”). Failure to comply with applicable grid interconnection and reliability standards could result in substantial fines, delays in deployment, or inability to operate in certain jurisdictions. NextNRG’s financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict or are outside of its control, including:
| ● | the market’s acceptance of NextNRG’s smart microgrid platform, including the willingness of utilities, commercial property owners, and municipalities to integrate distributed energy and microgrid solutions into existing grid infrastructure; | |
| ● | the pace of development and adoption of industry standards for smart microgrid interoperability, vehicle-to-grid (“V2G”) integration, and wireless charging protocols; | |
| ● | the market’s acceptance of NextNRG’s wireless charging technology, including technical challenges related to charging efficiency, alignment tolerances, and cost competitiveness with conventional wired charging; |
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| ● | the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; | |
| ● | concerns regarding the stability of the electrical grid, particularly as increased EV charging loads and microgrid deployments may stress local distribution infrastructure; | |
| ● | improvements in the fuel economy of the internal combustion engine; | |
| ● | the environmental consciousness of consumers; | |
| ● | volatility in the cost of oil and gasoline; | |
| ● | consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; | |
| ● | government regulations and economic incentives promoting fuel efficiency, distributed energy resources, and alternate forms of energy; | |
| ● | the reduction or elimination of federal tax credits and grant programs supporting EV charging infrastructure and clean energy deployment, including the repeal of Sections 25E, 30D, 45W, and the scheduled repeal of Section 30C of the Internal Revenue Code, and the suspension of NEVI formula grant disbursements; and | |
| ● | the availability of tax and other governmental incentives to purchase and deploy NextNRG’s smart microgrid and wireless charging technology. |
To date, NextNRG has not achieved profitability, and may never become profitable.
NextNRG has incurred net losses since inception and may not be able to achieve or maintain profitability in the future. NextNRG’s expenses will likely increase in the future as it develops and launches its products, expands into new markets, increases its sales and marketing efforts and continues to invest in technology. These efforts to grow its business may be more costly than NextNRG expects and may not result in increased revenue or growth in its business. NextNRG will likely be required to make significant capital investments and incur recurring or new costs, and its investments (if any) may not generate sufficient returns and its results of operations, financial condition and liquidity may be adversely affected. Any failure to increase revenues sufficiently to keep pace with such investments and other expenses could prevent NextNRG from achieving or maintaining profitability or positive cash flow on a consistent basis or at all. If NextNRG is unable to successfully address these risks and challenges as it encounters them, its business, financial condition, results of operations and prospects could be adversely affected. If it is unable to generate adequate revenue growth and manage expenses, NextNRG may continue to incur net losses in the future, which may be substantial, and it may never be able to achieve or maintain profitability. NextNRG also expects its costs and expenses to increase in future periods, which could negatively affect future results of operations if revenues do not increase. In particular, NextNRG intends to continue to expend significant funds to further develop its technology. Furthermore, if NextNRG’s future growth and operating performance fail to meet investor or analyst expectations, or if it has future negative cash flow or losses resulting from investment in technology or expanding operations, this could have a material adverse effect on its business, financial condition and results of operations.
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The market for NextNRG’s platform and services may not be as large as NextNRG believes it to be.
We believe the market for our values-aligned platform is substantial, but it is still relatively new, and it is uncertain to what extent or how widespread market acceptance of our platform will be or how long such acceptance, if achieved, may be sustained. Our success will depend on the willingness of people to widely adopt the NextNRG experience, values and the products and services that we offer through our platform. If the public does not perceive our products and services sold through our platform to be beneficial, or chooses not to adopt them as a result of concerns regarding privacy, accessibility, or for other reasons, including an unwillingness to confirm that they respect our five core values or as a result of negative incidents or experiences they encounter through our platform, or instead opt to use alternatives to our platform, then the market for our platform may not continue to grow, may grow slower than we expect, or may not achieve the growth potential we expect, any of which could materially adversely affect our business, financial condition, and results of operations.
NextNRG has limited experience with respect to determining the optimal prices and pricing structures for its products and services, which may impact its financial results.
NextNRG expects that it may need to change its pricing model from time to time, including as a result of competition, global economic conditions, changes in product mix or pricing studies. Similarly, as NextNRG introduces new products and services, it may have difficulty determining the appropriate price structure for future products and services, including because we may pursue business lines or enter markets in which NextNRG’s current management team has limited prior experience. In addition, as new and existing competitors introduce new products or services that compete with NextNRG’s, or revise their pricing structures, it may be unable to attract new customers at the same price or based on the same pricing model as it has used historically. As a result, NextNRG may be required from time to time to revise its pricing structure or reduce prices, which could adversely affect its business, operating results, and financial condition.
NextNRG is in a highly competitive EV charging services industry and there can be no assurance that it will be able to compete with many of its competitors which are larger and have greater financial resources.
NextNRG faces strong competition from competitors in the EV charging services industry, including competitors who could duplicate its model. Many of these competitors may have substantially greater financial, marketing and development resources and other capabilities than NextNRG. In addition, there are very few barriers to entry into the market for its services. There can be no assurance, therefore, that any of NextNRG’s current and future competitors, many of whom may have far greater resources, will not independently develop services that are substantially equivalent or superior to its services. Additionally, there is no guarantee that NextNRG’s wireless EV charging solutions will be accepted by the market.
NextNRG’s competitors may be able to provide customers with different or greater capabilities or benefits than it can provide in areas such as technical qualifications, past contract performance, geographic presence and driver price. Further, many of its competitors may be able to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert sales away from NextNRG by winning broader contracts or hire away our employees by offering more lucrative compensation packages. In the event that the market for EV charging stations expands, NextNRG expects that competition will intensify as additional competitors enter the market and current competitors expand their product lines. In order to secure contracts successfully when competing with larger, well-financed companies, NextNRG may be forced to agree to contractual terms that provide for lower aggregate payments to it over the life of the contract, which could adversely affect its margins. NextNRG’s failure to compete effectively with respect to any of these or other factors could have a material adverse effect on its business, prospects, financial condition or operating results.
NextNRG also faces competition in the smart microgrid space from established energy technology companies, utilities developing their own distributed energy programs, and well-funded startups with competing microgrid and vehicle-to-grid platforms. Many of these competitors have existing relationships with utilities and grid operators, established track records of regulatory compliance, and greater technical resources. The evolving nature of standards for microgrid interoperability and wireless charging means that competitors who achieve earlier standardization or certification may gain a significant first-mover advantage that NextNRG may be unable to overcome.
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NextNRG’s revenue growth ultimately depends on consumers’ willingness to adopt EVs with wireless charging capabilities in a market which is still in its early stages.
NextNRG’s growth is highly dependent upon the adoption by consumers of EVs, and it is subject to a risk of any reduced demand for EVs. If the market for EVs does not gain broader market acceptance or develops slower than expected, NextNRG’s business, prospects, financial condition and operating results will be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors. Factors that may influence the purchase and use of alternative fuel vehicles, specifically EVs, include:
| ● | perceptions about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of EVs; | |
| ● | the limited range over which EVs may be driven on a single battery charge and concerns about running out of power while in use; | |
| ● | concerns regarding the stability of the electrical grid; | |
| ● | improvements in the fuel economy of the internal combustion engine; | |
| ● | consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive; | |
| ● | the environmental consciousness of consumers; | |
| ● | volatility in the cost of oil and gasoline; | |
| ● | consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries and the impact of international conflicts; | |
| ● | government regulations and economic incentives promoting fuel efficiency and alternate forms of energy; | |
| ● | access to charging stations, standardization of EV charging systems and consumers’ perceptions about convenience and cost to charge an EV; and | |
| ● | the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles. |
The influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially and adversely affect NextNRG’s business, operating results, financial condition and prospects.
In addition, NextNRG’s smart microgrid solutions depend on favorable regulatory treatment of distributed energy resources and the willingness of electric utilities to support bidirectional power flows and microgrid interconnection. Regulatory frameworks governing vehicle-to-grid integration are still emerging, and there can be no assurance that utilities or regulators will adopt standards or rate structures that support NextNRG’s business model. Changes in net metering policies, demand response program structures, or interconnection requirements could materially limit the addressable market for NextNRG’s smart microgrid platform. Furthermore, the elimination or reduction of federal incentive programs, as described above, may reduce consumer and commercial demand for EV charging infrastructure, directly impacting demand for NextNRG’s integrated microgrid and charging solutions.
Risks Related to Ownership of Our Common Stock
Our stock price is expected to fluctuate significantly.
Our common stock is listed on The Nasdaq Capital Market under the symbol “NXXT.” There can be no assurance that an active trading market for our shares will be sustained. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:
| ● | actual or anticipated fluctuations in our financial condition and operating results; |
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| ● | geopolitical developments affecting supply and demand for oil and gas and an increase or decrease in the price of fuel; |
| ● | actual or anticipated changes in our growth rate relative to our competitors; |
| ● | competition from existing companies in the space or new competitors that may emerge; |
| ● | issuance of new or updated research or reports by securities analysts; |
| ● | fluctuations in the valuation of companies perceived by investors to be comparable to us; |
| ● | share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; |
| ● | additions or departures of key management or technology personnel; |
| ● | disputes or other developments related to proprietary rights, including intellectual property, litigation matters, and our ability to obtain patent protection for our technologies; |
| ● | announcement or expectation of additional debt or equity financing efforts; |
| ● | sales of our common stock by us, our insiders or our other stockholders; and |
| ● | general economic and market conditions. |
These and other market and industry factors may cause the market price and demand for our common stock to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated to or disproportionate to the operating performance of the Company.
A significant percentage of the Company’s common stock is held by a small number of shareholders.
As of April 15, 2026, Mr. Farkas, our Chief Executive Officer and Executive Chairman, controls approximately 48.70% of our outstanding common stock, and our officers and directors collectively own approximately 48.95% of our outstanding common stock. As a result, these shareholders are able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions, including business combinations. In addition, the conversion of existing convertible notes, occurrence of sales of a large number of shares of our common stock, or the perception that these conversions or sales could occur, may affect our stock price and could impair our ability to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership of our common stock reduce the public float and liquidity of our common stock, which can in turn affect the market price of our common stock.
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Our Amended and Restated Certificate of Incorporation includes an exclusive forum provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any derivative actions, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us, our directors, officers or employees.
Our Amended and Restated Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company arising pursuant to any provision of the General Corporation Law of Delaware, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. To the extent that any such claims may be based upon federal law claims, Section 27 of the Securities Exchange Act of 1934, as amended, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such, the exclusive jurisdiction clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits. The choice of forum provisions in our Amended and Restated Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. By agreeing to these provisions, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the choice of forum provisions in our Amended and Restated Certificate of Incorporation” to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
We have never paid dividends on our capital stock, and we do not anticipate paying any dividends in the foreseeable future. Consequently, any gains from an investment in our common stock will likely depend on whether the price of our common stock increases.
We have not paid dividends on any of our classes of capital stock to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of any future indebtedness we may incur could preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain from an investment in our common stock for the foreseeable future. Consequently, in the foreseeable future, you will likely only experience a gain from your investment in our common stock if the price of our common stock increases.
If we fail to comply with the continued listing requirements of NASDAQ, we would face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us.
If we are unable to achieve and maintain compliance with such listing standards or other Nasdaq listing requirements in the future, we could be subject to suspension and delisting proceedings. A delisting of our common stock and our inability to list on another national securities market could negatively impact us by: (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use certain registration statements to offer and sell freely tradable securities, thereby limiting our ability to access the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees.
We have elected to take advantage of specified reduced disclosure requirements applicable to an “emerging growth company” under the JOBS Act, the information that we provide to stockholders may be different than they might receive from other public companies.
As a company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
| ● | only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; | |
| ● | reduced disclosure about our executive compensation arrangements; |
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| ● | no non-binding advisory votes on executive compensation or golden parachute arrangements; and | |
| ● | exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting and delaying the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. |
We have elected to take advantage of the above-referenced exemptions and we may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, we have more than $700 million in market value of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens.
Additional stock offerings in the future may dilute your percentage ownership of our company.
Given our plans and expectations that we may need additional capital and personnel, we may need to issue additional shares of common stock or securities convertible or exercisable for shares of common stock, including convertible preferred stock, notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.
The Company is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.
The Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. Mr. Farkas, our Chief Executive Officer and Executive Chairman, is the holder and the beneficial owner of approximately 48.70% of the Company’s common stock and therefore controls a majority of the voting power of the Company’s outstanding common stock and accordingly, he has the ability to determine all matters requiring approval by stockholders. As a result, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:
| ● | that a majority of the board consists of independent directors; | |
| ● | for an annual performance evaluation of the nominating and corporate governance and compensation committees; | |
| ● | that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and | |
| ● | that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility. |
While the Company does not intend to rely on these exemptions, the Company may use these exemptions now or in the future. As a result, the Company’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Item 1B. Unresolved Staff Comments
None.
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Item 1C. Cybersecurity
Our Company is committed to maintaining the highest standards of cybersecurity to protect our data, intellectual property, and customer information from cyber threats. As part of this commitment, we leverage a sophisticated cybersecurity framework that integrates the robust capabilities of the Microsoft cloud ecosystem with the specialized services of a leading third-party cybersecurity service provider.
The Microsoft cloud ecosystem, including Microsoft 365, Azure, SharePoint Online, Microsoft Defender, and Microsoft InTune, forms the backbone of our cybersecurity infrastructure. These platforms offer advanced security features such as data encryption in transit and at rest, network security controls, identity and access management, and threat protection capabilities. Microsoft’s constant investment in cybersecurity research and development ensures that we benefit from cutting-edge security technologies and practices.
In
addition to utilizing the Microsoft cloud ecosystem, we have engaged a
| ● | Software Security Management: Ensuring that applications such as Office 365 and Azure are configured, maintained and following best security practices. |
| ● | Security Monitoring and Consultation Services: Continuous monitoring of our systems for suspicious activities and providing expert consultation to address and mitigate potential threats. |
| ● | Data Storage and Backup of Source Systems: Implementing robust data storage solutions and backup protocols to ensure data integrity and availability. |
| ● | Security Policy Management: Developing and enforcing comprehensive security policies that govern all aspects of our cybersecurity efforts. |
| ● | Threat Response Management: Rapid identification and response to security incidents to minimize impact. |
| ● | Security Software Implementation: Deployment of state-of-the-art security software solutions that complement the security features of the Microsoft cloud ecosystem. |
Our approach to cybersecurity is proactive and multifaceted, combining the scalability and reliability of the Microsoft cloud services with the agility and expertise of our third-party cybersecurity partner. Together, these resources form a comprehensive defense mechanism against a wide range of cyber threats, from phishing and malware attacks to sophisticated nation-state sponsored cyber-attacks. We continuously evaluate and adapt our cybersecurity strategy to respond to evolving threats and to align with best practices and regulatory requirements. Our commitment to cybersecurity is integral to our business operations, and we believe our strategic investments in this area significantly mitigate the risk of cybersecurity incidents that could impact our company’s reputation, financial position, or operational capabilities.
Governance
The
Company’s cybersecurity program is overseen by our Director of Technology, who is responsible for global information technology, including cybersecurity.
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Item 2. Properties
Description of Property
We lease office space at 2999 NE 191st Street, Aventura, FL 33180 and pay approximately $26,000 per month, including operating expenses and taxes. We currently sublet this property at a rate of $16,000 per month.
We lease our current office space at 57 NW 183rd Street and pay $10,300 per month.
Additionally, we have office space and parking for our trucks at our fuel supplier located at 2965 E. 11th Ave., Hialeah, FL 33013 and pay $8,250 per month.
We also have access to parking for our trucks at various locations of Palmdale Oil Company in Florida. Finally, we lease approximately 3,000 square feet of office space, located at 407 Lincoln Road, Ste. 9F, Miami Beach, FL 33139. The Company is not charged any fees for this arrangement.
We believe our current office space is sufficient to meet our needs.
Item 3. Legal Proceedings
NEXT/INGLE HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company v. GSPP HOLDCO III, LLC, a New York limited liability company and GREEN STREET POWER PARTNERS, LLC, a New York limited liability company, currently pending in the United States District Court Southern District of New York, Case No. 1:25-cv-9836
This litigation was filed by the Company’s subsidiary NEXT/INGLE HOLDINGS, LLC (“Next/Ingle”)and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC (together with Next/Ingle, the “Next Plaintiffs”), alleging that the Next Plaintiffs purchased 100% of a project company from Green Street Power Partners, LLC (“GSPP”) and its affiliate for approximately $4.1 million to acquire the development rights for a solar and battery energy storage project located in Ingle, Florida. The transaction was premised on the understanding that the project would support a viable power purchase agreement with JEA, the community-owned electric utility serving Jacksonville, Florida (“JEA”), at a rate of approximately $49/MW, and that the project could connect to JEA’s infrastructure through existing easements for a “gen-tie” line. The Next Plaintiffs allege that defendants made and repeated these representations in the parties’ Letter of Intent (“LOI”) and Membership Interest Purchase Agreement (“MIPA”), while contractually restricting the Next Plaintiffs from contacting JEA directly and agreeing to keep the Next Plaintiffs updated regarding communications with JEA. The Next Plaintiffs further allege that defendants failed to disclose that, prior to closing, JEA had informed defendants that the proposed $49/MW pricing would not be acceptable, that JEA would not permit the project to utilize its easements for the proposed gen-tie line, and that new resource planning was underway, all of which allegedly undermined the feasibility and value of the project. According to the Next Plaintiffs, these facts were discovered only after closing when the Next Plaintiffs contacted JEA directly. The Next Plaintiffs thereafter demanded indemnification and reimbursement, which defendants allegedly refused, and the Next Plaintiffs commenced this action asserting claims for breach of the LOI, breach of the MIPA, fraud in the inducement, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, unjust enrichment, breach of fiduciary duty, and rescission, seeking damages including the return of the approximately $4.1 million paid, together with attorneys’ fees, interest, and punitive damages.
This matter is currently in its early stages and the pleadings have not yet closed. Defendants have filed a Motion to Dismiss, which has been fully briefed and is scheduled for oral argument on April 9, 2026[PW1] . The Next Plaintiffs intend to vigorously prosecute the action and will also consider a negotiated resolution to the extent any settlement reasonably compensates the Next Plaintiffs for the losses alleged to have been caused by defendants’ conduct. In the Complaint, the Next Plaintiffs seek damages of approximately $4.1 million, although the amount of damages claimed may fluctuate depending upon the evidence developed during discovery and any expert analysis relating thereto. Discovery has not yet commenced, and expert analysis concerning the nature and extent of the damages alleged in the Complaint has not yet been undertaken. Any estimate of potential damages will be further developed during the discovery process and with the assistance of qualified experts.
COHEN GLOBAL ENERGY LLC, a Delaware limited liability company v. NEXT/INGLE HOLDINGS LLC, Delaware limited liability company, and MICHAEL D. FARKAS, individually, currently pending in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case Number 2025-024817-CA-01
This litigation alleges that on December 16, 2024, Next/Ingle executed a $5,000,000 promissory note in favor of the plaintiff lender, with repayment due by March 31, 2025 or upon receipt of project financing, and the borrower’s obligations were personally guaranteed by the guarantor, the Company’s CEO Michael D. Farkas, under an unconditional guaranty. Plaintiff filed suit asserting claims for breach of the promissory note against the borrower and breach of the guaranty against the guarantor. This matter is currently in its early stages. Next/Ingle has filed an Answer and Affirmative Defenses, and the pleadings are now closed. Among other defenses, Next/Ingle asserts that the loan underlying the action may be invalid due to alleged criminal usury. The parties have also begun engaging in informal settlement discussions. Next/Ingle intends to vigorously pursue its asserted defenses and any potential recovery arising therefrom, but it remains too early in the proceedings to meaningfully evaluate the ultimate outcome of the matter. Discovery has not yet commenced and expert analysis concerning the nature and extent of any potential damages has not yet been undertaken. Accordingly, any estimate of potential damages or exposure may fluctuate depending upon the evidence developed during discovery and any expert analysis relating thereto.
In addition, from time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and adverse results in matters may arise from time to time that may harm our business. As of the date of this Annual Report, we believe that there are no other claims against us which we believe will result in a material adverse effect on our business or financial condition.
Item 4. Mine Safety Disclosures
Not applicable.
[PW1] update
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on The NASDAQ Capital Market under the symbol “NXXT.”
As of April 15, 2026, there were 156,654,973 shares of common stock issued and outstanding, and approximately 110 shareholders of record.
Dividend Policy
We have not paid any and have no present intention of paying any dividends on our capital stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. As a result, we anticipate that only appreciation of the price of our common stock, if any, will provide a return to investors for at least the foreseeable future.
Recent Sales of Unregistered Securities
The information set forth below relates to our issuances of securities without registration under the Securities Act during the reporting period.
Issuance of Exchange Shares
At the Next Closing, the Company issued 100,000,000 Exchange Shares, 50,000,000 of which vested as of February 13, 2025 (the date of the Next Closing), and 50,000,000 of which were subject to vesting or forfeiture, as consideration paid to the Next Holding Shareholders.
Series B Convertible Preferred Stock – Distribution – Related Party
On February 13, 2025, immediately prior to the consummation of the common control merger, the Company effectuated a non-cash distribution of 1,400,000 shares of Series B convertible preferred stock to its Chief Executive Officer, a related party. The transaction was executed in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and former holder of the Series B shares. Under this arrangement, the CEO had advanced personal funds to NextNRG LLC to facilitate the original acquisition of the shares on behalf of the Company.
Stock Issued for Cash and Warrants – Public Offering
On February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $15,000,000 ($3/share). In connection with this offering, the Company paid direct offering costs of $1,538,914, resulting in net proceeds of $13,461,086.
Additionally, the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $3/share, for a period of 45 days (through March 3, 2025). In connection with this option, the Company issued an additional 75,378 shares of common stock for gross proceeds of $226,134 ($3/share). In connection with this offering, the Company paid direct offering costs of $18,091, resulting in net proceeds of $208,043.
On July 11, 2025, the Company and a third party lender entered into a Stock Purchase Agreement, pursuant to which the Company issued 1,081,395 restricted shares of its common stock to the lender at a price of $2.15 per share, payable by the lender, absolving the Company of its liability of $2,325,000 owed to the lender under their agreement dated March 24, 2025.
Stock Issued for Services
In the year ended December 31, 2025, the Company issued 17,970,160 shares of common stock to consultants for services rendered, having a fair value of $42,589,563 ($1.37 - $3.21/share), based upon the quoted closing trading price.
Stock Issued as Loan Extension Fee
In connection with the extension of a loan, the Company was required to pay a fee of $150,000 in common stock. The Company issued 41,437 shares of common stock ($3.62/share).
Series A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock
In accordance with the terms of the Company’s Series A and B convertible preferred stock, the Company is required to accrue dividends on a quarterly basis. Similar to the Series A and B convertible preferred stock, dividends are accrued using a fixed conversion price. At December 31, 2024, the Company had accrued dividends totaling $258,271. In the nine months ended September 30, 2025, the Company issued 93,576 shares of common stock to settle the outstanding dividends due.
The issuance of the above securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.
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Unregistered Equity Issuance – Related Party Conversion
On September 18, 2025, the Company entered into a Stock Purchase Agreement with its Chief Executive Officer and Executive Chairman, Michael D. Farkas. Pursuant to the Stock Purchase Agreement, the Company issued 1,000,000 restricted shares of its common stock to Mr. Farkas at a price of $1.67 per share. The purchase price was paid by Mr. Farkas through cancellation and discharge of $1,670,000 of related party indebtedness owed by the Company to Mr. Farkas pursuant to promissory notes dated May 5, 2025, May 9, 2025, May 19, 2025, and June 10, 2025.
On December 2, 2025, the Company issued 2,000,000 shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael D. Farkas, in connection with the conversion of $2,080,000 in accrued interest on related party indebtedness. The shares were issued at a conversion price of $1.04 per share.
The above issuances of common stock were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The transaction did not involve a public offering and was conducted as a private transaction. In addition, because the purchase price equaled the consolidated closing bid price of the Company’s common stock on the date of issuance, shareholder approval was not required.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any shares of common stock during the fiscal year ended December 31, 2025.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in this Annual Report on Form 10-K and the audited financial statements and notes thereto as of and for the year ended December 31, 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Unless the context requires otherwise, references in this Annual Report on Form 10-K to “we,” “us,” and “our” refer to NextNRG, Inc.
Overview
We were incorporated under the laws of Delaware in March 2019. We are in the business of operating mobile fueling trucks and are headquartered in Miami, Florida. NextNRG provides its customers with the ability to have fuel delivered to their vehicles (cars, boats, trucks) without leaving their home or office and to construction sites, generators and reserve tanks.
Our mobile fueling solution gives our fleet, consumer and other customers the ability to fuel their vehicles with the touch of an app or regularly scheduled service, and without the inconvenience of going to the gas station.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, and expenses. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and those differences may be material.
While our significant accounting policies are more fully described in Note 2—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in this annual report, we believe the following discussion addresses our most critical accounting policies, which are those that are most important to our financial condition and results of operations and which require our most difficult, subjective and complex judgments.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its wholly owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”.
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In accordance with ASC 810-10, consolidation applies to:
| ● | Entities with more than 50% voting interest, unless control is not with the Company; and | |
| ● | Variable interest entities (“VIEs”), where the Company is the primary beneficiary, possessing both (i) power over significant activities and (ii) the obligation to absorb losses or receive benefits. |
All intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments and relationships to assess consolidation requirements.
Business Combinations, Asset Acquisitions, and Reverse Acquisitions
The Company accounts for acquisitions in accordance with ASC 805, “Business Combinations,” and applicable SEC reporting requirements under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure requirements.
Business Combinations
For transactions classified as business combinations, the Company:
| ● | Recognizes and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition date (ASC 805-20-25-1). | |
| ● | Records goodwill as the excess of the fair value of consideration transferred over the fair value of net assets acquired, including any previously held equity interests (ASC 805-30-30-1). | |
| ● | Expenses acquisition-related costs as incurred, per ASC 805-10-25-23. | |
| ● | Uses preliminary purchase price allocations, with adjustments permitted within the measurement period (not exceeding one year) per ASC 805-10-25-13. Adjustments beyond the measurement period are recorded in earnings. |
Significant judgments in fair value determinations include:
| ● | Intangible asset valuations, based on estimates of future cash flows and discount rates. | |
| ● | Useful life assessments, impacting amortization and financial results. | |
| ● | Contingent consideration, which is remeasured at fair value through earnings per ASC 805-30-35-1. |
For SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant. The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests.
Asset Acquisitions
For transactions classified as asset acquisitions under ASC 805-50, the Company:
| ● | Applies the “screen test” to determine whether substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or group of similar assets (ASC 805-10-55-3A). | |
| ● | Allocates the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC 805-50-30-3). | |
| ● | Capitalizes direct acquisition costs as part of the asset’s cost, unlike business combinations where such costs are expensed (ASC 805-50-25-1). |
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The classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen test. Incorrect classification can materially impact:
| ● | The recognition of goodwill (only in business combinations). | |
| ● | The measurement and presentation of acquired assets and assumed liabilities. | |
| ● | The Company’s financial position and results of operations. |
Reverse Acquisitions
A reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the accounting acquiree, and the entity whose equity interests are acquired (the legal acquiree) is identified as the accounting acquirer under ASC 805-40, “Reverse Acquisitions.”
Accounting for Reverse Acquisitions
| ● | The legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its assets, liabilities, and operations are measured at historical cost. | |
| ● | The legal acquirer (accounting acquiree) is recognized at fair value, similar to a business combination. | |
| ● | No goodwill is recognized, as the transaction is considered a capital reorganization rather than an acquisition of a business per ASC 805-40-30-2. | |
| ● | The equity structure (common stock and additional paid-in capital) is adjusted to reflect that of the legal acquirer, but the retained earnings balance is that of the accounting acquirer. |
Disclosure Requirements for Reverse Acquisitions
Under SEC Regulation S-X, Rule 3-05, and Regulation S-K, Items 101 and 303, the Company must disclose:
| ● | A detailed description of the transaction, including how control was obtained. | |
| ● | A comparative analysis of financial statements before and after the acquisition. | |
| ● | Pro forma financial information in accordance with Regulation S-X, Article 11, showing the impact of the transaction as if it had occurred at the beginning of the reporting period. | |
| ● | Changes in governance, management, and operations post-acquisition. |
For SEC registrants, a reverse merger with a public shell company may also trigger “Super 8-K” reporting requirements under Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.
Regulatory and Financial Reporting Considerations
For SEC registrants, acquisitions may trigger additional disclosure and reporting requirements:
| ● | Regulation S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w). | |
| ● | Regulation S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company’s business operations. | |
| ● | Regulation S-K, Item 303: Mandates discussion of the impact of acquisitions on the Company’s financial condition and results of operations in Management’s Discussion and Analysis. | |
| ● | Regulation S-X, Article 11: Requires pro forma financial statements if the acquisition is significant. | |
| ● | Form 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse mergers. |
The Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC 805, SEC reporting requirements, and regulatory guidance.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.
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In accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances.
Significant estimates for the years ended December 31, 2025, and 2024, respectively, include:
| ● | Allowance for doubtful accounts and other receivables | |
| ● | Inventory reserves and classifications | |
| ● | Valuation of loss contingencies | |
| ● | Valuation of stock-based compensation | |
| ● | Estimated useful lives of property and equipment | |
| ● | Impairment of intangible assets | |
| ● | Implicit interest rate in right-of-use operating leases | |
| ● | Uncertain tax positions | |
| ● | Valuation allowance on deferred tax assets |
Risks and Uncertainties
The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges.
In accordance with ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:
| 1. | Industry Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality, and shifts in market demand. | |
| 2. | Macroeconomic Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company’s revenue streams. | |
| 3. | Pricing Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain disruptions, and competitive pricing pressures can lead to fluctuations in gross margins and profitability. |
Given these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact.
Accounts Receivable
The Company accounts for accounts receivable in accordance with ASC 310, Receivables. Receivables are recorded at their net realizable value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).
The Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4).
Allowance for Doubtful Accounts
Management periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance is determined based on:
| ● | A review of outstanding accounts, | |
| ● | Historical collection experience, and | |
| ● | Current economic conditions (ASC 310-10-35-9). |
Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10).
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Inventory
The Company accounts for inventory in accordance with ASC 330, Inventory. Inventory consists solely of fuel and is stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.
Inventory Valuation and Reserve Assessment
Management assesses the recoverability of inventory each reporting period and establishes reserves for potential inventory write-downs when necessary. The Company evaluates factors such as:
| ● | Market conditions affecting fuel prices, | |
| ● | Net realizable value based on estimated selling price, and | |
| ● | Inventory turnover trends (ASC 330-10-35-2). |
Right of Use Assets and Lease Obligations
The Company accounts for right-of-use (“ROU”) assets and lease liabilities in accordance with ASC 842, Leases. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).
The Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2. The Company’s real-estate and certain equipment leases are classified as operating leases and are included as ROU assets and operating lease liabilities on the consolidated balance sheet.
Short-Term Leases
The Company has elected the short-term lease exemption allowed under ASC 842-20-25-2, whereby leases with a term of 12 months or less are not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term.
Lease Term and Renewal Options
In determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC 842-10-30-1. Factors considered include:
| ● | The useful life of leasehold improvements relative to the lease term, | |
| ● | The economic performance of the business at the leased location, | |
| ● | The comparative cost of renewal rates versus market rates, and | |
| ● | The presence of any significant economic penalties for non-renewal (ASC 842-10-55-26). |
If a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease payments. The Company’s operating leases contain renewal options with no residual value guarantees. Currently, management does not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.
Discount Rate and Lease Liability Measurement
Since the implicit rate in the Company’s operating leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).
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Lease Impairment
In accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the years ended December 31, 2025, and 2024.
See Note 7 for details on third-party and related-party operating leases.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards Update (“ASU”) 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
The Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership. Revenue from fuel sales is recognized at the time of delivery, and membership revenue is recognized at the end of each month, reflecting the satisfaction of the performance obligation over time within a one-month membership cycle.
The Company follows the five-step revenue recognition model outlined in ASC 606-10-05-4:
| 1. | Identify the Contract with a Customer |
A contract exists when the following criteria are met, per ASC 606-10-25-1:
| ● | The contract creates enforceable rights and obligations between the Company and the customer. | |
| ● | The contract has commercial substance (i.e., it affects the Company’s cash flows). | |
| ● | The payment terms are identified, and the consideration is determinable. | |
| ● | It is probable that the Company will collect the consideration in exchange for the goods or services transferred. |
Contracts for mobile fuel sales and memberships meet these criteria. Collectability is assessed based on historical customer payment trends and credit risk in accordance with ASC 606-10-25-5.
| 2. | Identify the Performance Obligations in the Contract |
A performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in the context of the contract, per ASC 606-10-25-19.
The Company has determined that its contracts, based on sales type, contain two distinct performance obligations:
| ● | Fuel Sales – The delivery of fuel to a customer, with revenue recognized at the point of delivery. | |
| ● | Membership Fees – Monthly membership services, with revenue recognized over time within a one-month membership cycle, as the customer benefits from access to services throughout the period. |
These performance obligations are not bundled or combined, as each service is separately identifiable, in accordance with ASC 606-10-25-22.
| 3. | Determine the Transaction Price |
The transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the customer, per ASC 606-10-32-2.
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The Company’s transaction price considerations include:
| ● | Fixed consideration – Prices are clearly stated and do not vary based on performance. | |
| ● | No variable consideration – The Company does not formally offer refunds, rebates, or pricing incentives. During the years ended December 31, 2025 and 2024, respectively, the Company granted insignificant discounts of less than 1% of total revenues. | |
| ● | No financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15. |
| 4. | Allocate the Transaction Price to Performance Obligations |
For contracts with a single performance obligation, the entire transaction price is allocated to that obligation, per ASC 606-10-32-40.
If a contract included multiple performance obligations, the transaction price would be allocated based on relative standalone selling prices (“SSP”) as required by ASC 606-10-32-28. The standalone selling price is determined based on observable sales data.
The Company’s fuel sales and memberships each have a distinct standalone selling price, eliminating the need for allocation adjustments.
| 5. | Recognize Revenue When (or As) Performance Obligations Are Satisfied |
Revenue is recognized at the point in time when control over a product or service is transferred to the customer, in accordance with ASC 606-10-25-30.
| ● | Fuel Sales: Control transfers at the time of fuel delivery, at which point revenue is recognized. | |
| ● | Membership Fees: Revenue is recognized over time within a one-month cycle, as customers receive continuous access to fuel delivery services throughout the month. |
The Company does not recognize revenue based on customer invoicing dates; instead, it ensures revenue recognition aligns with the actual satisfaction of performance obligations per ASC 606-10-25-31.
Sale-Leaseback Transactions
During the year ended December 31, 2025, the Company entered into four sale-leaseback transactions with Equify Financial, LLC under Master Lease No. 17348L pursuant to which the Company sold certain transportation equipment and concurrently leased the equipment back for a 36-month term, with monthly rent paid in advance and a lessee-paid TRAC residual due at the end of the term.
The Company evaluated these transactions under ASC 606 and ASC 842-40 and concluded that the transfers did not qualify for sale accounting because the present value of the lease payments, including the TRAC, represents substantially all of the fair value of the underlying equipment (ASC 842-10-25-2(d)). Accordingly, the transactions are accounted for as financings: the equipment remains on the Company’s balance sheet within property and equipment and continues to be depreciated on a straight-line basis over its estimated useful life of five years; the cash proceeds received are recorded as a financing obligation; and scheduled lease payments are bifurcated between interest expense (recognized using the implicit rate in the arrangement) and principal reduction of the financing obligation.
As of December 31, 2025, the weighted-average implicit rate across the four arrangements was approximately 16.4% per annum and the aggregate outstanding financing obligation was approximately $3.6 million.
Principal vs. Agent Considerations
In evaluating whether the Company acts as a principal or an agent in its fuel sales transactions, the Company applies the guidance in ASC 606-10-55-36 through 55-40. The Company has determined that it is the principal in these transactions based on the following factors:
| ● | The Company controls the fuel before it is transferred to the customer. | |
| ● | The Company has discretion in pricing, as it sets the selling price of fuel. | |
| ● | The Company is responsible for fulfilling the obligation of delivering fuel to the customer. | |
| ● | The Company is exposed to inventory risk, as it procures and holds fuel before sale. |
Based on these factors, the Company recognizes revenue on a gross basis, as it is the principal in fuel sales transactions in accordance with ASC 606-10-55-37A.
Summary of Compliance with ASC 606 and ASU Updates
| Revenue Stream | Performance Obligation | Recognition Timing | Consideration Type | |||
| Fuel Sales | Fuel Delivery | At time of delivery | Fixed price per gallon | |||
| Membership Fees | Monthly access to fuel services | Over time (one-month cycle) | Fixed monthly subscription |
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Contract Liabilities (Deferred Revenue)
Contract liabilities represent amounts received from customers before the satisfaction of performance obligations, which are subsequently recognized as revenue upon fulfillment.
Under ASC 606-10-45-2, the Company discloses contract balances related to deferred revenue when applicable. Any prepayments received for fuel deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences reverse (ASC 740-10-30-8).
The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date (ASC 740-10-45-4).
Uncertain Tax Positions
The Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.
As of December 31, 2025 and 2024, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure in the financial statements (ASC 740-10-50-15).
The Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations (ASC 740-10-45-25). No interest and penalties were recorded for the years ended December 31, 2025 and 2024.
Valuation of Deferred Tax Assets
The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence (ASC 740-10-30-16).
Factors Considered in Valuation Allowance Assessment
The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including:
| ● | Historical earnings trends (cumulative pre-tax income or losses in the most recent three-year period) | |
| ● | Future financial projections, including expected taxable income based on long-term estimates of business performance and market conditions | |
| ● | Statutory carryforward periods for net operating losses and other deferred tax assets | |
| ● | Prudent and feasible tax planning strategies that could impact the realization of deferred tax assets | |
| ● | Nature and predictability of temporary differences and the timing of their reversal | |
| ● | Sensitivity of financial forecasts to external factors such as commodity prices, market demand, and operational risks |
While cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.
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Valuation Allowance Determination
At December 31, 2025 and 2024, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $0. This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24).
The Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future if sufficient positive evidence emerges to support their realization.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” using the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, typically the vesting period.
ASC 718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may be settled using equity instruments.
In compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based payment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting period in accordance with ASC 718.
The Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:
| ● | Exercise price – The agreed-upon price at which the option can be exercised. | |
| ● | Expected dividends – The anticipated dividend yield over the expected life of the option. | |
| ● | Expected volatility – Based on historical stock price fluctuations. | |
| ● | Risk-free interest rate – Derived from U.S. Treasury securities with similar maturities. | |
| ● | Expected life of the option – Estimated based on historical exercise patterns and contractual terms. |
Additionally, the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based compensation, including:
| ● | The treatment of tax benefits and tax deficiencies in income tax reporting. | |
| ● | The option to recognize forfeitures as they occur rather than estimating them upfront. | |
| ● | Cash flow classification for certain tax-related transactions. |
The Company continues to evaluate and apply the latest ASUs and interpretive releases related to stock-based compensation to ensure compliance with evolving financial reporting requirements.
Basic and Diluted Earnings (Loss) per Share and Reverse Stock Split
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share.” The calculation of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding, including certain other shares committed to be issued.
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Basic EPS
Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows:
| ● | Net earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings to participating securities. | |
| ● | Losses are not allocated to participating securities in accordance with ASC 260-10-45-61. | |
| ● | The denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted stock units (“RSUs”), for which no future service is required. |
Diluted EPS
Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45.
| ● | Diluted EPS is computed by taking the sum of: |
| ○ | Net earnings available to common shareholders | |
| ○ | Dividends on preferred shares | |
| ○ | Dividends on dilutive mandatorily redeemable convertible preferred shares | |
| ○ | Divided by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common stock equivalents during the period, such as: |
| ■ | Stock options | |
| ■ | Warrants | |
| ■ | Convertible preferred stock | |
| ■ | Convertible debt |
| ● | Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62. |
Net Loss Per Share Considerations
In computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48.
Participating Securities & Share-Based Compensation
Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively. Therefore:
| ● | Before the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security under ASC 260-10-45-59. | |
| ● | RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable (ASC 718-10-25). |
Related Parties
The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.
Related parties include, but are not limited to:
| ● | Principal owners of the Company. | |
| ● | Members of management (including directors, executive officers, and key employees). | |
| ● | Immediate family members of principal owners and members of management. | |
| ● | Entities affiliated with principal owners or management through direct or indirect ownership. | |
| ● | Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other. |
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A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.
The Company discloses all material related party transactions, including:
| ● | The nature of the relationship between the parties. | |
| ● | A description of the transaction(s), including terms and amounts involved. | |
| ● | Any amounts due to or from related parties as of the reporting date. | |
| ● | Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements. |
Disclosures are made in accordance with ASC 850-10-50-1 through 50-6 and Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.
| ● | See Notes 1, 10 and 12, which discuss a common control merger between Next and EZFL, after year end, on February 13, 2025 | |
| ● | See Note 4 which includes accrued interest payable – related parties. | |
| ● | See Notes 5 and 12 for a discussion of related party debt. | |
| ● | See Note 7 regarding right-of-use operating lease with the Company’s Chief Technology Officer. | |
| ● | See Note 8 for a discussion of equity transactions with certain officers and directors. |
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:
| ● | Requiring enhanced disclosures of significant segment expenses. |
| ● | Aligning segment reporting requirements with information regularly reviewed by management. |
The Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:
| ● | Standardizing and disaggregating rate reconciliation categories. |
| ● | Requiring disclosure of income taxes paid by jurisdiction. |
This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early adoption is permitted.
The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.
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In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.
Other Accounting Standards Updates
The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.
Results of Operations
General
The Company operates an on-demand mobile fueling service that allows customers—ranging from individual consumers to commercial fleets—to schedule fuel deliveries directly to their vehicles or equipment via a proprietary technology platform. The Company’s revenue is generated primarily from the sale and delivery of fuel. Cost of sales includes the cost of fuel, direct labor, and other delivery-related expenses. Operating expenses consist of selling, general and administrative expenses, technology development, and other unallocated overhead.
The following table sets forth our results of operations for the year ended December 31, 2025 and 2024:
| Years Ended December 31, | Year over Year Changes | |||||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||||||
| Operating Expenses | Amount | Amount | $ Amount | % Change | ||||||||||||
| Revenues | $ | 81,835,279 | $ | 27,770,280 | $ | 54,064,999 | 194.69 | % | ||||||||
| Cost of Sales | 74,928,249 | 25,983,342 | 48,944,907 | 188.37 | % | |||||||||||
| Operating Expenses | 65,874,460 | 11,950,573 | 53,923,887 | 451.22 | % | |||||||||||
| Depreciation and amortization | 2,689,293 | 1,545,806 | 1,143,487 | 73.97 | % | |||||||||||
| Impairment loss | 8,535,825 | - | 8,535,825 | 100.00 | % | |||||||||||
| Operating Loss | (70,192,548 | ) | (11,709,441 | ) | (58,483,107 | ) | 499.45 | % | ||||||||
| Other income (expense) | (17,983,449 | ) | (9,687,192 | ) | (8,296,257 | ) | 85.64 | % | ||||||||
| Net Loss | $ | (88,175,997 | ) | $ | (21,396,633 | ) | $ | (66,779,364 | ) | 312.10 | % | |||||
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Revenues
Revenues for the year ended December 31, 2025, increased significantly compared to the prior year December 31, 2024. This growth was primarily attributable to a rise in gallons delivered, as well as an uptick in the average price per gallon. Several factors contributed to this performance:
| 1. | Expanded Customer Base |
The Company successfully grew its presence in existing markets while entering new regions, resulting in a higher total volume of fuel delivered. This expansion was supported by focused sales efforts and brand-building initiatives that attracted both new commercial and residential customers.
| 2. | Fleet Partnerships |
Strategic partnerships with commercial fleet operators continued to drive fueling volumes. These partnerships often involve recurring, contracted deliveries that provide a stable, predictable revenue stream. As more fleet operators adopt on-demand fueling to reduce downtime and optimize logistics, EzFill benefits from increased, repeat business.
| 3. | Enhanced Technology & Marketing |
Ongoing enhancements to the EzFill mobile application—including user interface improvements and expanded scheduling features—improved the customer experience and streamlined order placement. Coupled with targeted marketing campaigns, these tech and branding initiatives boosted visibility and encouraged higher consumer adoption rates, further lifting revenues.
Cost of Sales
Cost of sales rose year over year, in line with the higher sales volumes and expanded market coverage. Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing, higher-margin sales, and operational efficiencies. Key factors influencing cost of sales include:
| 1. | Higher Fuel Volume |
As overall demand increased, the Company purchased and delivered a greater volume of fuel. Although this drove up the total cost of sales, it remained proportionate to revenue growth, preserving gross margins.
| 2. | Fuel Price Fluctuations |
Commodity price swings can significantly affect fuel costs. However, the Company’s dynamic pricing strategies and supplier relationships helped ensure that these fluctuations did not adversely impact overall profitability.
| 3. | Logistics & Delivery Costs |
Expansion into new geographic areas required additional delivery routes and staffing. While these investments raised labor and transportation costs, they were essential for meeting growing customer demand. Improved driver efficiency and delivery scheduling helped partially offset the impact of these higher costs, contributing to the year-over-year improvement in gross profit.
Operating Expenses
Operating expenses increased compared to the prior year, primarily due to an increase in sales and revenue.
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Depreciation and Amortization
Depreciation and amortization also increased year over year. The primary driver of this increase was the depreciation of newly acquired vehicles during the year, reflecting the Company’s ongoing investments in delivery vehicles, fueling technology, and other capital expenditures necessary to support continued growth and maintain operational efficiency.
Other Income (Expense)
Other income and (expense) consisted of the following
For the Years Ended December 31, | Year over Year Changes | |||||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||||||
| Amount | Amount | $ Amount | % Change | |||||||||||||
| Interest income | $ | 8 | $ | 283,193 | $ | (283,185 | ) | 100.00 | % | |||||||
| Other income | 150,183 | 305,030 | (154,847 | ) | (50.76 | )% | ||||||||||
| Interest expense (including amortization of debt discount) | (17,270,979 | ) | (9,367,915 | ) | (7,903,064 | ) | 84.36 | % | ||||||||
| Gain (loss) on settlement of liabilities | (862,661 | ) | - | (862,661 | ) | (100 | )% | |||||||||
| Loss on debt extinguishment - related party | - | (907,500 | ) | 907,500 | (100.00 | )% | ||||||||||
| Total other income (expense) - net | $ | (17,983,449 | ) | $ | (9,687,192 | ) | $ | (8,296,257 | ) | 85.64 | % | |||||
The Company’s other income (expense), net, deteriorated significantly for the year ended December 31, 2025, compared to the prior year. The primary drivers were the increase in interest expense—particularly from default penalty interest—and the loss on debt extinguishment associated with related-party debt transactions. Below is a detailed breakdown of the major components.
Interest Income
Interest income decreased in 2025, reflecting a continuation in the Company’s cash management strategy. In 2024, the Company had short-term investments or interest-bearing accounts that generated interest, which did not recur in 2025.
Other income
Other income decreased year over year.
Interest Expense (including amortization of debt discount)
Interest expense surged in 2025, primarily due to:
| 1. | Default Penalty Interest: The Company incurred significantly more in default penalty interest in 2025 than in the prior year. This penalty arose from contractual defaults related to late note payments. |
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| 2. | Amortization of Debt Discount: The amortization of debt discount increased to $9,586,418 in 2025 from $5,352,448 in 2024. This reflects additional debt arrangements with original issue discounts. Additionally, in connection with the conversion of debt converted to equity, related unamortized discounts were expensed at that time. |
| 3. | Existing and New Borrowings: Interest expense was recognized on outstanding debt instruments. |
Loss on Sale of Marketable Debt Securities - Net
The Company had no activity related to marketable securities in 2024 or 2025.
Loss on Debt Extinguishment – Related Party
The Company recorded a loss on debt extinguishment of $907,500 in 2024 in connection with the conversion of related-party debt to Series A Preferred Stock. By contrast, in 2025, the Company did not record a loss on debt extinguishment.
Net Loss
| Years Ended December 31, | Year over Year Changes | |||||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||||||
| Amount | Amount | $ Amount | % Change | |||||||||||||
| Net Loss | $ | (88,175,997 | ) | $ | (21,396,633 | ) | $ | (66,779,364 | ) | 312.10 | % | |||||
Our net loss was the result of the categories discussed above. Overall, the increase in revenues, driven by both volume and pricing, showcases the Company’s successful market expansion and deepening fleet partnerships. While costs naturally rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit. Ongoing cost-optimization initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure which we use in our financial performance analyses. This measure should not be considered a substitute for GAAP-basis measures, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.
The following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the year ended December 31, 2025 and 2024:
| Years Ended December 31, | Year over Year Changes | |||||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||||||
| Amount | Amount | $ Amount | % Change | |||||||||||||
| Net loss | $ | 88,175,997 | $ | 21,396,633 | $ | 66,779,364 | 312.10 | % | ||||||||
| Interest expense, net | 17,270,979 | 9,367,915 | 7,903,064 | 84.36 | % | |||||||||||
| Depreciation and amortization | 2,689,293 | 1,545,806 | 839,222 | 73.97 | % | |||||||||||
| Impairment of goodwill, other intangibles and fixed assets | 8,535,825 | 13,422 | 8,522,403 | 63,495.78 | % | |||||||||||
| Stock compensation | 42,589,563 | 1,531,640 | 41,057,923 | 2,969.91 | % | |||||||||||
| Adjusted EBITDA | $ | 17,090,337 | $ | 8,937,850 | $ | 7,440,017 | 83.24 | % | ||||||||
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Liquidity and Capital Resources
Cash Flow Activities
Our cash balances at December 31, 2025 and 2024 were as follows:
| Year-over-Year Changes | ||||||||||||||||
| December 31, | December 31, | Increase (Decrease) | ||||||||||||||
| 2025 | 2024 | $ Amount | % Change | |||||||||||||
| Cash and cash equivalents | $ | 384,140 | $ | 1,612,117 | $ | (1,227,977 | ) | (76.17 | )% | |||||||
Cash and cash equivalents decreased year-over-year. The primary drivers of this increase were:
| 1. | Debt Financing Received Late in the Year |
The Company secured additional financing toward the end of the fiscal year, boosting its cash position. This infusion of funds was a key component in supporting ongoing operational needs and future growth initiatives.
| 2. | Timing of Expenses |
Certain operating expenses were either deferred or settled after year-end, resulting in higher cash on hand as of December 31, 2025. This timing variance can create short-term fluctuations in the Company’s reported cash balances.
Overall, the Company’s stronger cash position provides added liquidity to support daily operations, manage working capital requirements, and pursue strategic opportunities.
Management continues to monitor cash flows carefully to ensure that the Company maintains sufficient funding for near-term obligations and future expansion.
The following reflects our inflows (outflows) from our various operating, investing and financing activities:
For the Years Ended December 31, | Year over Year Changes | |||||||||||||||
| 2025 | 2024 | Increase (Decrease) | ||||||||||||||
| Net Cash Provided by (Used in) | Amount | Amount | $ Amount | % Change | ||||||||||||
| Operating activities | $ | (14,497,300 | ) | $ | (6,257,209 | ) | $ | (8,240,091 | ) | (131.69 | )% | |||||
| Investing activities | - | (11,677,978 | ) | $ | 11,677,978 | 100.00 | % | |||||||||
| Financing activities | 13,269,323 | 18,526,043 | $ | (5,256,720 | ) | (28.37 | )% | |||||||||
| Net change in cash and cash equivalents | $ | (1,227,977 | ) | $ | 590,856 | $ | (1,818,833 | ) | (307.83 | )% | ||||||
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Year Ended December 31, 2025 as compared to the Year Ended December 31, 2024
Operating Activities
Net cash used in operating activities increased by approximately $8,2 million, or 28.13%, year-over-year. This increase is largely due to the increase in operating expenses and net loss, as well as a decrease in interest income.
Investing Activities
Cash received from investing activities increased $11.7 million, or 100%, from December 31, 2024 to December 31, 2025, driven by a decrease in a purchase of fixed assets and cash proceeds from the sale of vehicles.
Financing Activities
Net cash provided by financing activities decreased by $5.3 million, or 28.37%, and was largely driven by proceeds from notes receivable and cash from the sale of common stock, offset by the repayment of notes payable, and entry into a financing lease via a sales leaseback transaction. .
Net Change in Cash and Cash Equivalents
Overall, the Company’s cash position decreased by approximately $1.2 million, or 76%, in 2025. This decrease is primarily the result of increased operating expenses, partially offset by the increase in revenue, as well as by the decrease of cash provided by financing activities.
Cash Flow Summary
| 1. | Strengthened Liquidity: The significant uptick in financing inflows helped offset operating and investing outflows, resulting in a positive net change in cash and cash equivalents. |
| 2. | Growth-Focused Investments: The higher cash outflows for investing activities underscore the Company’s commitment to scaling its operations, although this increases near-term cash usage. |
| 3. | Improving Operational Cash Use: A reduction in net cash used in operating activities highlights improving efficiencies and stronger sales, but continued focus on cost management remains critical to achieving positive operating cash flows in the future. |
Overall, the Company’s cash flow trends reflect a deliberate effort to fund growth initiatives while managing day-to-day operational needs. Management believes that recent financing activities, coupled with ongoing improvements in operational efficiency, will position the Company for future stability and expansion.
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In connection with our prior discussion, the following provides a line by line detail of the items affecting our changes in cash flow activities in the tables below:
Operating Activities
| For the Years Ended December 31, | ||||||||||||
| 2025 | 2024 | Net Change | ||||||||||
| Operating activities | ||||||||||||
| Net loss | $ | (88,175,997 | ) | $ | (21,396,634 | ) | $ | (66,779,363 | ) | |||
| Adjustments to reconcile net income to net cash used in operations | ||||||||||||
| Depreciation and amortization | 2,385,028 | 1,545,806 | 839,222 | |||||||||
| Impairment loss - project deposit | 3,929,161 | - | 3,929,161 | |||||||||
| Impairment loss - intangible assets | 4,606,664 | - | 4,606,664 | |||||||||
| Impairment of fixed assets | - | 13,422 | (13,422 | ) | ||||||||
| Contributed capital | 571,215 | 168,700 | 402,515 | |||||||||
| Amortization of operating lease - right-of-use asset | - | 236,243 | (236,243 | ) | ||||||||
| Amortization of operating lease - right-of-use asset - related party | 106,603 | 55,791 | 50,812 | |||||||||
| Amortization of debt discount | 5,697,124 | 5,352,448 | 344,676 | |||||||||
| Loss on settlement of liabilities- notes payable | 3,965,8011 | 907,500 | 3,058,301 | |||||||||
| Loss on disposal of vehicles | - | - | - | |||||||||
| Bad debt expense | (5,654 | ) | 50,581 | (56,235 | ) | |||||||
| Default penalty, note extension fee, and imputed interest | 5,690,694 | 4,475,565 | 1,215,129 | |||||||||
| Stock issued for services | 42,589,563 | 187,968 | 42,401,595 | |||||||||
| Stock issued for services - related parties | 17,333 | 268,667 | (251,334 | ) | ||||||||
| (Increase) decrease in | ||||||||||||
| Accounts Receivable | (418,896 | ) | (427,899 | ) | 9,003 | |||||||
| Inventory | (483,461 | ) | 7,657 | (491,118 | ) | |||||||
| Prepaids and other | (110,322 | ) | 183,974 | (294,296 | ) | |||||||
| Deposits | (181,595 | ) | - | (181,595 | ) | |||||||
| Increase (decrease) in | ||||||||||||
| Accounts payable and accrued expenses | 2,405,951 | 803,810 | 1,602,141 | |||||||||
| Accounts payable and accrued expenses - related party | 2,502,104 | 1,528,173 | 973,931 | |||||||||
| Stock payable - related party | 520,000 | - | 520,000 | |||||||||
| Operating lease liability | (4,831 | ) | (246,880 | ) | 242,049 | |||||||
| Operating lease liability - related party | (103,785 | ) | 27,899 | (131,684 | ) | |||||||
| Net cash used in operating activities | $ | (14,497,300 | ) | $ | (6,257,209 | ) | $ | (8,240,091 | ) | |||
| For the Years Ended December 31, | ||||||||||||
| 2025 | 2024 | Net Change | ||||||||||
| Investing activities | ||||||||||||
| Cash proceeds from sale of vehicles | $ | - | $ | - | $ | - | ||||||
| Cash proceeds from the refund of project deposit (Yoshi) | - | - | - | |||||||||
| Deposit on future asset purchase (Yoshi) | - | (2,035,283 | ) | 2,035,283 | ||||||||
| Project deposit | - | (3,929,161 | ) | 3,929,161 | ||||||||
| Purchase of fixed assets | - | (5,696,384 | ) | 5,696,384 | ||||||||
| Advances - related party | - | (17,150 | ) | 17,150 | ||||||||
| Net cash provided by (used in) investing activities | $ | - | $ | (11,677,978 | ) | $ | 11,677,978 | |||||
| For the Years Ended December 31, | ||||||||||||
| 2025 | 2024 | Net Change | ||||||||||
| Financing activities | ||||||||||||
| Proceeds from issuance of Series B - convertible preferred stock - related party | $ | - | $ | 1,400,000 | $ | (1,400,000 | ) | |||||
| Proceeds from notes payable | 18,977,110 | 14,651,722 | 4,325,388 | |||||||||
| Proceeds from notes payable - related party | 2,001,594 | 3,300,000 | (1,298,406 | ) | ||||||||
| Proceeds from common stock issued for cash | 15,226,134 | - | 15,226,134 | |||||||||
| Cash paid for direct offering costs - common stock | (1,557,005 | ) | - | (1,557,005 | ) | |||||||
| Equify | 3,577,478 | - | 3,577,478 | |||||||||
| Repayments on notes payable | (23,845,988 | ) | (825,679 | ) | (23,020,309 | ) | ||||||
| Repayments on loan payable - related party | (1,110,000 | ) | - | (1,110,000 | ) | |||||||
| Net cash provided by financing activities | $ | 13,269,323 | $ | 18,526,043 | $ | (5,256,720 | ) | |||||
| 58 |
Conclusion
| 1. | Liquidity and Capital Resources: The decrease in cash from financing activities is primarily due to repayments of notes payable exceeding new funds received from the issuance of new notes payable. Higher interest expense and ongoing operational requirements underscore the importance of prudent cash management and careful monitoring of debt covenants. |
| 2. | Focus on Operational Efficiency: Management continues to prioritize cost controls, aiming to reduce the net cash used in operating activities. Improved working capital management, route optimization, and potential price adjustments are key levers for achieving positive cash flow from operations in future periods. |
| 3. | Related-Party Financing: The continued reliance on related-party notes and convertible preferred stock indicates a supportive investor base. Nonetheless, the Company must remain mindful of the terms and potential ramifications of such financing, including interest rates, default provisions, and equity dilution. |
By maintaining a disciplined approach to both spending and financing, the Company aims to strengthen its balance sheet and sustain the growth momentum of its on-demand fueling business.
Liquidity and Sources of Capital
At this time, we believe our existing funding sources may not be sufficient to meet our operational requirements and service our debt obligations over the next 12 months from the issuance date of these consolidated financial statements. This assessment is based on our historical operating performance, ongoing capital needs, and our current reliance on external financing.
Historical Operating Performance and Financing
Since inception, the Company has incurred net losses and has not generated sufficient revenues or positive operating income to independently fund our operations. Consequently, we have depended on equity and debt financings—including those from related parties—to finance our activities and support our growth initiatives. This reliance on external funding has been critical for maintaining day-to-day operations, expanding our service capacity, and investing in technology and assets. However, it has also introduced risks related to interest expense, equity dilution, and dependency on the availability of future financing.
Current Liquidity Position
Our liquidity position primarily reflects a combination of cash on hand and available debt arrangements.
Despite recent improvements in cash balances due to targeted financing activities, we continue to face challenges in achieving sustainable cash flow from operations. The timing of expenditures and capital outlays, coupled with the inherent volatility in revenue generation in our industry, adds to the uncertainty of our liquidity profile.
Debt Obligations and Capital Expenditures
A significant portion of our near-term cash outflows is attributable to scheduled debt repayments and interest expense, including higher financing costs incurred from default penalty interest and increased debt discount amortization. Additionally, as we invest in capital expenditures—such as the purchase of new delivery vehicles and technology enhancements—to support expansion into new markets, our cash requirements remain elevated. These commitments, while essential for long-term growth, further strain our liquidity in the short term.
| 59 |
Reliance on External Financing
Given the current financial dynamics, we have continually relied on external sources of capital. Our funding strategies have included:
| ● | Equity Issuances: Raising capital through the sale of common or preferred shares, including convertible securities from related parties. | |
| ● | Debt Financings: Securing loans and other debt instruments, often under terms that include default penalty interest or other onerous conditions, which have contributed to higher financing costs. | |
| ● | Related-Party Transactions: Engaging with supportive investors and related parties who have provided additional funds, albeit at terms that may affect our overall capital structure. |
Going Concern Considerations
Our independent registered public accounting firm has issued a going concern qualification, reflecting the material uncertainties surrounding our ability to continue as a profitable entity. This qualification is primarily driven by:
| ● | The historical and recurring net losses. | |
| ● | Our dependence on external capital to finance operations. | |
| ● | The risk that current financing arrangements may not be renewed or may be available only under less favorable terms. |
Management is actively pursuing strategies to enhance revenue generation, improve operational efficiencies, and secure additional financing on more sustainable terms. We are evaluating various initiatives, including cost-containment measures, operational improvements, and strategic partnerships, with the aim of transitioning to positive cash flow from operations. However, there remains a risk that these strategies may not yield the desired outcomes in the near term.
Outlook and Mitigating Actions
In light of these challenges, we continue to closely monitor our liquidity position and are exploring multiple avenues to secure additional funding. These include:
| ● | Negotiating more favorable terms on existing and future debt. | |
| ● | Identifying new equity partners or investors. | |
| ● | Optimizing working capital through tighter control of receivables, payables, and inventory management. |
While these efforts are underway, our ability to meet operational and financial obligations over the next 12 months remains subject to significant uncertainty. Investors and stakeholders should be aware of the risks associated with our current liquidity and capital structure, and the potential need for additional financing that could result in further dilution or increased debt service obligations.
Going Concern Qualification
As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company had:
| ● | Net loss available to common stockholders of $86,406,431; and | |
| ● | Net cash used in operations was $14,497,300. |
Additionally, at December 31, 2025, the Company had:
| ● | Accumulated deficit of $153,942,132; | |
| ● | Stockholders’ deficit of $22,114,845 and | |
| ● | Working capital deficit of $25,115,995. |
| 60 |
The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for the debt-based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations.
The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings.
There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations.
We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $384,140 at December 31, 2025.
The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ending December 31, 2026, and our current capital structure including equity-based instruments and our obligations and debts.
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Management’s strategic plans include the following:
| ● | Expand into new and existing markets (commercial and residential); | |
| ● | Obtain additional debt and/or equity based financing for growth; | |
| ● | Collaborations with other operating businesses for strategic opportunities; and | |
| ● | Acquire other businesses to enhance or complement our current business model while accelerating our growth. |
Recent Developments
Promissory Note, dated as of December 26, 2024
On December 26, 2024, the Company and Gad International Ltd. (the “Lender”) entered into a promissory note (the “Gad Note”) for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including without limitation the purchase of equipment. Unless the Gad Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23, 2025. Further, the Company agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan, and an optional extension fee of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension to the Loan, upon the Lender’s written consent. If any amount payable under the Loan is not paid when due, whether at stated maturity, by acceleration, or otherwise, such overdue amount will bear interest at a rate of 21%. Additionally, the Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $5,000,000 worth of shares of Company common stock to the Lender if the Gad Note is not repaid on or before February 23, 2025. However, pursuant to an amendment to the Gad Note, dated January 15, 2025, between the Company and the Lender, no shares of the Company can be issued without the Company first receiving shareholder approval. The Company has commenced the process of obtaining shareholder approval and once the shareholder approval process is completed and the Company is authorized to issue the shares, the Company will issue the shares. The Company shall take no action to impair, hinder or impede either the approval process or the issuance of the shares in the event they become owed to Lender. Such shares of common stock will be valued based on the Nasdaq official closing price for the Company’s common stock as of date of the issuance of the Gad Note. The note was extended to March 23, 2025, and in exchange for the extension of the maturity date, the Company paid a fee of $200,000. The note was paid in full on March 26, 2025.
| 61 |
Promissory Note, dated as of December 30, 2024
On December 30, 2024, the Company and NextNRG entered into a promissory note (the “December 30 Note”) for the sum of $330,000 to be used for the Company’s working capital needs, including without limitation the purchase of equipment. The unpaid principal balance of the December 30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will be due and payable in full on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the five trading day period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of the December 30 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the December 30 Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December 30 Note must be repaid in cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios or multipliers of any such subdivision, split, reverse split.
Michael Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding shares of common stock.
Promissory Note, dated as of January 15, 2025
On January 15, 2025, the Company and Alcourt LLC (“Alcourt”) entered into a promissory note (the “Alcourt Note”) for the sum of $1,000,000 to be used for the Company’s working capital needs, including without limitation, the purchase of equipment. The Alcourt Note was issued with an original issue discount of $50,000. The unpaid principal balance of the Alcourt Note has a fixed rate of interest of 15% per annum. Unless the Alcourt Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Alcourt Note, along with accrued interest, will be due and payable in full on April 15, 2025 (“Maturity Date”). If the Alcourt Note is not repaid by the Maturity Date, for any reason whatsoever, the Company will issue shares of the Company’s common stock with a then current value of $500,000 to Alcourt (the “Extension Fee”). The shares will be valued based on the greater of: (i) the closing price of the Company’s common stock on the Maturity Date; or (ii) $1.00 per share; if the Company’s common stock is trading below $1.00 per share, Alcourt can elect to receive the Extension Fee of $500,000 in cash. The Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $500,000 worth of shares of Company common stock to Alcourt if the Alcourt Note is not repaid on or before April 15, 2025. Upon payment of the Extension Fee, the Maturity Date shall be extended until July 15, 2025. Additionally, if the Alcourt Note is paid at any time after the initial Maturity Date, the Company shall pay a $50,000 termination fee together with the repayment of the principal, accrued unpaid interest, and any other charges due to Alcourt. No shares of the Company shall be issued without the Company first receiving shareholder approval. The Company has commenced the process of obtaining shareholder approval as soon as reasonably practicable after execution of the Alcourt Note.
The note was repaid in full in February 2025.
Shareholder Approval
On January 15, 2025, the holders of a majority of the Company’s voting capital stock approved the following corporate actions via written consent (the “Authorizations”):
| (i) | the possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note, dated as of January 15, 2025, by and between the Company and Alcourt, in the event that such note is not repaid by April 15, 2025 (this note was repaid in full in February 2025); | |
| (ii) | the possible issuance of $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December 26, 2024, by and between the Company and Gad, as amended by that certain amendment to promissory note, dated as of January 15, 2025, in the event that such promissory note is not repaid on or before February 23, 2025 (the note was extended to March 23, 2025); and | |
| (iii) | the possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024, respectively. |
Such consents were obtained in compliance with Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require, in relevant part, that the Company may not issue shares of its common stock (or securities convertible into or exercisable for common stock) in other than public offerings or in connection an acquisition without stockholder approval if the aggregate number of shares of common stock issued would be equal to or greater than 20% of the Company’s issued and outstanding shares of common stock as of the date of issuance. The Company filed with the Commission, and disseminated to its stockholders, a definitive information statement in respect of the Authorizations.
| 62 |
Closing of the NextNRG Acquisition
The Company, the members of Next Charging LLC (the “Members”) and Michael Farkas, an individual, as the representative of the Members entered into an Exchange Agreement dated August 10, 2023 as amended by the Amended and Restated Exchange Agreement, dated November 2, 2023 (as so amended the “Original Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging LLC in exchange for the issuance by the Company to the Members of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). Subsequently, Next Charging LLC converted to a corporation organized in the State of Nevada named NextNRG Holding Corp. (“Next”) effective as of March 1, 2024 (the “Conversion”), which Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging LLC remained as shareholders of NextNRG.
On June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next (the “Shareholders”) and Michael Farkas as the representative of the Shareholders (the “Shareholders’ Representative”) executed a second amended and restated agreement to replace the Original Exchange Agreement in its entirety (the “Second Amended and Restated Exchange Agreement”). Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Shareholders 100% of the shares of Next in exchange for the issuance by the Company to the Shareholders of Common Stock.
On July 22, 2024, the Company and the Shareholders’ Representative entered into the first amendment to the Second Amended and Restated Exchange Agreement (“First Amendment”) to add a new section 2.10 to the Second Amended and Restated Exchange Agreement providing that, in the event that the Company at any time prior to the closing undertakes any forward split of the Common Stock, or any reverse split of the Common Stock, any references to numbers of shares of Common Stock and the shares of Common Stock to be issued to the Shareholders as set forth in the Second Amended and Restated Exchange Agreement shall be deemed automatically updated and adjusted to the extent still applicable.
The Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment”). Under the Second Amendment, the consideration to be paid to the Shareholders was revised from 40,000,000 shares of Common Stock to 100,000,000 shares of Common Stock (“Exchange Shares”) of which, 25,000,000 or 50,000,000 shares of the Exchange Shares would be vested on the closing date, and the remaining 75,000,000 or 50,000,000 shares of the Exchange Shares would be subject to vesting or forfeiture. The Second Amendment also provides that in the event that the acquisition of an acquisition target (as defined under the Second Amended and Restated Exchange Agreement) by Next (the “Target”), directly or indirectly through Next or a subsidiary of Next, had been completed prior to the closing, then 50,000,000 of the Exchange Shares would be the “Vested Shares” and 50,000,000 of the Exchange Shares would be the “Restricted Shares” subject to vesting. In the event that the acquisition of the acquisition Target by Next, directly or indirectly through Next or a subsidiary of Next, had not been completed prior to the closing, then 25,000,000 of the Exchange Shares shall be the “Vested Shares” and 75,000,000 of the Exchange Shares shall be the “Restricted Shares” subject to vesting. The Second Amendment also amends and restates the vesting schedule for the Restricted Shares and includes amendments to omit and amend certain provisions of the Second Amended and Restated Exchange Agreement in light of the amendment to the Company’s amended and restated certificate of incorporation.
On February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended by the First Amendment and Second Amendment, was completed, and in connection therewith Next became a wholly owned subsidiary of the Company.
Off-Balance Sheet Arrangements
As of December 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this item.
| 63 |
Item 8. Financial Statements and Supplementary Data
| Page | |
| Report
of Independent Registered Public Accounting Firm PCAOB ID # |
F-1 |
| Consolidated Balance Sheets | F-2 |
| Consolidated Statements of Operations | F-3 |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | F-4 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to Consolidated Financial Statements | F-7 |
| 64 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of NEXTNRG, Inc. and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of NEXTNRG, Inc. and Subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company suffered a substantial net loss from operations and has insufficient revenues and income to fully fund the operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements that were communicated, or required to be communicated, to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
.As discussed in Note 1, the Company suffered a net loss from operations and has an accumulated deficit for the year ended December 31, 2025.
Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
/s/
We have served as the Company’s auditor since 2020
The
April 15, 2026
| F-1 |
NEXTNRG, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS EZFILL HOLDINGS, INC.
Consolidated Balance Sheets
| For the Year ended | For the Year ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable - net | ||||||||
| Inventory | ||||||||
| Prepaids and other | ||||||||
| Total Current Assets | ||||||||
| Property and equipment - net | ||||||||
| Intangible assets - net | ||||||||
| Deposit on future asset purchase | ||||||||
| Project Deposit | ||||||||
| Operating lease - right-of-use asset | ||||||||
| Operating lease - right-of-use asset - related party | ||||||||
| Deposits | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses - related parties | ||||||||
| Notes payable - net | ||||||||
| Notes payable - related parties - net | ||||||||
| Stock payable - related parties | ||||||||
| Operating lease liability | ||||||||
| Operating lease liability - related party | ||||||||
| Dividends payable (common stock) - related parties | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities | ||||||||
| Notes payable - net | ||||||||
| Operating lease liability | ||||||||
| Operating lease liability - related party | ||||||||
| Total Long Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Convertible Preferred stock - Series A, $ par value; shares designated and issued and outstanding, respectively | ||||||||
| Convertible Preferred stock - Series B, $ par value; shares designated and issued and outstanding, respectively | ||||||||
| Common stock - $ par value, shares authorized and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Non-controlling interest | ( | ) | ||||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
| F-2 |
NEXTNRG, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS EZFILL HOLDINGS, INC.
Consolidated Statements of Operations
| For the Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Sales – net | $ | $ | ||||||
| Costs and Expenses | ||||||||
| Cost of sales | ||||||||
| Gross margin | ||||||||
| General and administrative expenses | ||||||||
| Depreciation and amortization | ||||||||
| Impairment loss | ||||||||
| Total costs and expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest income | ||||||||
| Gain (loss) on settlement of liabilities | ( | ) | ||||||
| Loss on debt extinguishment - related party | ( | ) | ||||||
| Other income | ||||||||
| Interest expense (including amortization of debt discount) | ( | ) | ( | ) | ||||
| Total other income (expense) - net | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Non-controlling interest | ( | ) | ||||||
| Non-controlling interest before preferred stock dividends | ( | ) | ( | ) | ||||
| Preferred stock dividend - payable on Series A convertible preferred stock - to be issued in common stock | ( |
) | ( |
) | ||||
| Preferred stock dividend - payable on Series B convertible preferred stock - to be issued in common stock | ( | ) | ( | ) | ||||
| Net loss available to common stockholders - basic and diluted | ( | ) | ( | ) | ||||
| Per-Share Data | ||||||||
| Basic and diluted loss per share | ) | ) | ||||||
| Weighted average number of shares - basic and diluted | ||||||||
| F-3 |
NEXTNRG, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS EZFILL HOLDINGS, INC.
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Year Ended December 31, 2025
| Series B - Convertible | ||||||||||||||||||||||||||||||||||||||||
Series A - Convertible Preferred Stock | Preferred Stock - Related Party | Common Stock |
Additional Paid-in | Accumulated | Non-Controlling |
Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Deficit | |||||||||||||||||||||||||||||||
| January 1, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Contributed Capital | - | - | - | |||||||||||||||||||||||||||||||||||||
| Conversion of Series A to Common | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
| Cash paid as direct offering cost | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Stock issued for cash | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock issued as loan extension fee | - | - | ||||||||||||||||||||||||||||||||||||||
| Equity issued for loan fees | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for Series A dividend shares payable | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for Series B dividend shares payable | - | - | ||||||||||||||||||||||||||||||||||||||
| Series A - convertible preferred stock dividends - payable in common stock | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Series B - convertible preferred stock dividends - payable in common stock | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Stock based compensation - related parties | - | - | - | |||||||||||||||||||||||||||||||||||||
| Stock issued for conversion of accounts payable | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock issued for conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||||||
| Par value true up adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||
| Non-controlling interest | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Stock issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( |
) | |||||||||||||||||||||||||||||
| F-4 |
NEXTNRG, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS EZFILL HOLDINGS, INC.
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Year Ended December 31, 2024
| Series B - Convertible | ||||||||||||||||||||||||||||||||||||||||
Series A - Convertible Preferred Stock | Preferred Stock - Related Party | Common Stock | Additional Paid-in | Accumulated | Non-Controlling | Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Deficit | |||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Contributed Capital | - | - | - | |||||||||||||||||||||||||||||||||||||
| Stock based compensation - related parties | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock issued for cash - related party | ||||||||||||||||||||||||||||||||||||||||
| Stocks issued for accounts payable | ||||||||||||||||||||||||||||||||||||||||
| Stocks issued in connection with loan interest expense - related party | ||||||||||||||||||||||||||||||||||||||||
| Stock issued as debt issue costs - related party | ||||||||||||||||||||||||||||||||||||||||
| Stock issued for services | - | - | ||||||||||||||||||||||||||||||||||||||
| Conversion of debt | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of previously issuable common stock - related party | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment - related party | - | - | - | |||||||||||||||||||||||||||||||||||||
| Stock issued as deposit for future asset purchase | - | - | ||||||||||||||||||||||||||||||||||||||
| Reverse split true up adjustment | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Series A and B - convertible preferred stock dividends - payable in common stock | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||||
| F-5 |
NEXTNRG, INC. AND SUBSIDIARIES
FORMERLY KNOWN AS EZFILL HOLDINGS, INC.
Consolidated Statements of Cash Flows (Indirect Method)
Year Ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment loss – project deposit | ||||||||
| Impairment loss – intangible assets | ||||||||
| Impairment of fixed assets | ||||||||
| Contributed capital | ||||||||
| Amortization of operating lease – right-of-use asset – related parties | ||||||||
| Amortization of operating lease – right-of-use asset – non related parties | ||||||||
| Amortization of debt discount | ||||||||
| Loss on settlement of liabilities – notes | ||||||||
| Bad Debt Expense | ( | ) | ||||||
| Default penalty, note extension fee, and imputed interest | ||||||||
| Bad debt expense | ||||||||
| Stock issued for services | ||||||||
| Stock-based compensation – related party | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Prepaids and other current assets | ( | ) | ||||||
| Security deposits | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable and accrued expenses – related party | ||||||||
| Stock payable – related party | ||||||||
| Operating lease liability – non related parties | ( | ) | ( | ) | ||||
| Operating lease liability – related party | ( | ) | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash proceeds from sale of vehicles | ||||||||
| Cash proceeds from refund of project deposit (Yoshi) | ||||||||
| Deposit on future asset purchase (Yoshi) | ( | ) | ||||||
| Project deposit | ( | ) | ||||||
| Purchase of fixed assets | ( | ) | ||||||
| Advances – related party | ( | ) | ||||||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of Series B preferred stock – RP | ||||||||
| Proceeds from notes payable | ||||||||
| Repayments on notes payable | ( | ) | ( | ) | ||||
| Proceeds from notes payable – related party (M. Farkas) | ||||||||
| Repayments on notes payable – related party | ( | ) | ||||||
| Proceeds from common stock issued for cash | ||||||||
| Cash paid for direct offering costs | ( | ) | ||||||
| Equify | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET (DECREASE) INCREASE IN CASH | ( | ) | ||||||
| Cash – beginning of year | ||||||||
| Cash – end of year | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for income taxes | ||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Contributed capital | ||||||||
| Recognition of new operating lease – non related party | ||||||||
| Reclassification of prior period deposit to vehicle purchase | ||||||||
| Conversion of notes payable to common stock | ||||||||
| Conversion of accrued interest – related party – to common stock | ||||||||
| Stock issued for conversions of accounts payable | 68,680 | - | ||||||
| Debt discount / OID – non related party notes (stock for loan fees) | ||||||||
| Debt discount / OID – related party note (Farkas 4%) | ||||||||
| Acquisition of Stat-EI assets (intangible / deposits) | ||||||||
| Payment of Series A preferred stock dividends in common stock | ||||||||
| Payment of Series B preferred stock dividends in common stock | 240,000 | |||||||
| Series A Preferred Dividends accrued (payable in common stock) | ||||||||
| Series B Preferred Dividends accrued (payable in common stock) | 240,000 | - | ||||||
| Conversion of Series A preferred stock to common stock | 39 | - | ||||||
| F-6 |
Note 1 - Organization and Nature of Operations
Organization and Nature of Operations
NextNRG, Inc. (formerly known as EzFill Holdings, Inc.) and Subsidiaries (“Next”, “NextNRG,” “we,” “our” or “the Company”), was incorporated on April 20, 2016, in the State of Florida. The Company operates an on-demand mobile gas delivery service and is beginning to provide services as a renewable energy company focused on developing and deploying wireless electric vehicle charging technology integrated with battery storage and solar energy solutions.
EzFill-FL, LLC was established on July 27, 2016 in the State of Florida. The assets of EzFill-FL, LLC constituting the mobile fueling business were acquired as of April 9, 2019 by EzFill Holdings, Inc. (“EZFL”), which was incorporated on March 28, 2019, in the State of Delaware.
Organizational Structure
| Company Name | Incorporation Date | State of Incorporation | ||
| Inactive | Inactive | |||
| * |
Common Control Merger (Related Party)
Transaction Overview
On
August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael
Farkas, as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to
which the Company agreed to acquire from the Members
On June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr. Farkas as the representative of the Next Holding executed a second amended and restated agreement to replace the Exchange Agreement in its entirety (the “Second Amended and Restated Exchange Agreement”). Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Next Holding 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders of Company common stock.
On
September 25, 2024, the Company and Mr. Farkas entered into the second amendment to the Second Amended and Restated Exchange Agreement
(“Second Amendment”) to change the number of the Company’s common stock shares to be issued to the Next Holding shareholders
by the Company in exchange for
The
Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc. (“SEI” or “STAT”),
prior to the closing, then shares will vest on the closing date, and the remaining shares will be subject to vesting
or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”). Next Holding completed the acquisition
of SEI on January 19, 2024, and thus vested on that closing date. The remaining restricted shares are subject to
vesting or forfeiture. of the restricted shares will vest, if at all, upon the Company commercially deploying the
third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined
under the Second Amended and Restated Exchange Agreement, as amended) and of the Restricted Shares will vest, if
at all, upon the Company either reaching annual revenues exceeding $
| F-7 |
Prior to closing, the Company (i) increased the number of its authorized shares of common stock from to , (ii) received stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock Market.
Transaction Closing
On February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended, was completed. Pursuant to the terms of the Second Amended and Restated Exchange Agreement, as amended, the Company issued an aggregate of shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly owned subsidiary of the Company.
Corporate Name Change
On February 13, 2025, the Company changed its name from EzFill Holdings, Inc. to NextNRG, Inc.
Business Overview of NextNRG
NextNRG is Powering What’s Next by implementing artificial intelligence (“AI”) and machine learning (“ML”) into renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand mobile fuel delivery to create an integrated ecosystem.
At the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’ energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency. These microgrids are designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities and government properties, expanding energy accessibility.
NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint. NextNRG is also integrating sustainable energy solutions into its mobile fueling operations. The company hopes to be an integral part of assisting its fleet customers in their transition to EV, supporting more efficient fuel delivery while advancing clean energy adoption. The transition process is expected to include the deployment of NextNRG’s innovative wireless EV charging solutions.
Common Control Determination
The Company has determined that the Company’s acquisition of Next Holding qualifies as a common control merger under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805-50-15-6, which defines control as the ability to direct management and policies by ownership, contractual arrangements, or other means.
Key factors included in our assessment of common control are as follows:
| ● | Company Control: |
| ○ | Mr. Farkas controlled more than 20% of the Company prior to December 31, 2023, as the largest individual shareholder; | |
| ○ | As the primary debt lender prior to and at the time of the merger, Mr. Farkas had the ability to influence critical financial decisions; | |
| ○ | The Company’s liquidity was significantly supported by Next Holding funding prior to and at the time of the merger, reflecting decisions and activities controlled by Mr. Farkas; and | |
| ○ | On
the date of merger, Mr. Farkas controlled approximately |
| ● | Next Holding Control: |
| ○ | Mr. Farkas concurrently exercised control over Next Holding prior to December 31, 2023. |
| F-8 |
Accounting Treatment
As both the Company and Next Holding shared common ownership at all times prior to, at the time of and subsequent to the merger date, this transaction is classified as a common control merger.
At
the date of acquisition, Mr. Farkas owned approximately
For the following discussion, see authoritative guidance throughout ASC 805-50, 260-10 and ASC 280:
1. Retention of Historical Carrying Amounts
The acquired entity’s assets and liabilities are recorded at their historical carrying amounts.
2. Pooling-of-Interests Approach
The pooling-of-interests approach identifies that transfers between entities under common control do not represent a change in ownership. In these transactions, the entity receiving net assets or exchanging shares is required to measure the assets and liabilities at their carrying amounts as recorded in the transferring entity’s separate financial statements (which reflect the historical cost basis established by the ultimate parent). Essentially, this guidance results in an accounting treatment similar to the pooling-of-interests method.
3. Retrospective Application to Financial Statements
The historical financial statements are adjusted as if the merger had occurred at the beginning of the earliest period presented. By doing so, all periods in the financial statements are made comparable, reflecting the merger’s effects consistently.
4. Equity Adjustments
Adjustments to additional paid-in capital (“APIC”) and retained earnings are made to reconcile historical balances. Historical retained earnings (deficit) are combined and consolidated.
5. Earnings per Share (“EPS”)
| ● | Retroactive adjustments are required when a change in the capital structure occurs through a stock dividend, stock split, or reverse split. Common control transactions are typically accounted for on a carryover basis, the historical EPS is not retroactively adjusted for such stock issuances unless the transaction’s structure meets the criteria for a capital structure change (i.e. a stock dividend or split). |
| ● | Only vested shares are included in diluted EPS. |
6. Goodwill and Intangible Assets
In a common control merger, the Company will not recognize goodwill or intangible assets.
7. Segment Reporting
The Company will assess its business operations and determine the requisite segments to recognize. All current and historical periods will be adjusted to reflect these allocations. The Company presents its consolidated financial statements with segments for mobile fuel delivery and energy infrastructure.
Common Control Transactions and Equity Adjustments
As noted above, on February 13, 2025, the Company executed a common control transaction as defined under ASC 805-50-15-6 through 15-9, Business Combinations – Related Issues. In accordance with ASC 805-50-30-5, the transaction was accounted for using the carryover basis of accounting, whereby the assets and liabilities of the transferred entity were recognized at their historical book values with no new goodwill or gain recognized.
Although the common control transaction was effective as of February 13, 2025, certain historical intercompany capital transactions and equity issuances— such as investments in affiliates—were not fully eliminated or reclassified at the transaction date. These amounts continued to reside on the individual ledgers of the respective legal entities as equity instruments or investment balances. In accordance with ASC 805-50-45-2, transactions between entities under common control that are recognized at book value may result in adjustments to equity, typically reflected in APIC.
| F-9 |
In the future, the Company expects to record permanent equity reclassifications at the individual entity level to eliminate these historical intercompany equity balances. These adjustments will not be processed as temporary consolidation-level eliminations but will instead be reflected directly in APIC to present the economic substance of the transaction consistent with the principles of common control accounting. This approach ensures that the consolidated financial statements do not reflect duplicative equity or investment balances and avoids the continued need for recurring consolidation-level elimination entries.
These equity adjustments had no impact on the Company’s consolidated net income, cash flows, or total stockholders’ deficit. The Company may continue to evaluate and adjust legacy intercompany equity positions in future periods as part of its ongoing consolidation process.
The line item “Common Control Adjustments” presented within the consolidated statement of changes in stockholders’ deficit represents reclassifications of historical intercompany equity balances resulting from prior transactions among entities under common control. These are adjustments recorded directly to APIC and do not reflect third-party capital transactions.
Chief Executive Officer Transition
On February 14, 2025, in connection with the closing of the Next Holding acquisition, the Company accepted the resignation of Yehuda Levy as Interim Chief Executive Officer. The Board of Directors subsequently appointed Michael D. Farkas as Chief Executive Officer, Director, and Executive Chairman. Mr. Farkas, previously the Chief Executive Officer of Next Holding, is also the significant controlling stockholder of the Company’s issued and outstanding common stock.
Chief Financial Officer Transition
On February 14, 2025, in connection with the closing of the Next Holding acquisition, the Company accepted the resignation of Michael Handleman as Chief Financial Officer and appointed Joel Kleiner as his successor.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Liquidity and Going Concern
As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company had:
| ● | Net
loss available to common stockholders of $ | |
| ● | Net
cash used in operations was $ |
Additionally, at December 31, 2025, the Company had:
| ● | Accumulated
deficit of $ | |
| ● | Stockholders’
deficit of $ | |
| ● | Working
capital deficit of $ |
The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company has relied on related parties for the debt based funding of its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations.
The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies to enhance or complement its product and service offerings.
There can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations.
| F-10 |
We
manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand
of $
The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2026, and our current capital structure including equity-based instruments and our obligations and debts.
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Management’s strategic plans include the following:
| ● | Expand into new and existing markets (commercial and residential); | |
| ● | Obtain additional debt and/or equity based financing for growth; | |
| ● | Collaborations with other operating businesses for strategic opportunities; and | |
| ● | Acquire other businesses to enhance or complement our current business model while accelerating our growth. |
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, “Consolidation”.
In accordance with ASC 810-10, consolidation applies to:
| ● | Entities with more than 50% voting interest, unless control is not with the Company; and | |
| ● | Variable Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i) power over significant activities and (ii) the obligation to absorb losses or receive benefits. |
All intercompany transactions and balances are eliminated in consolidation per ASC 810-10-45. The Company continuously evaluates its investments and relationships to assess consolidation requirements.
Business Combinations, Asset Acquisitions, and Reverse Acquisitions
The Company accounts for acquisitions in accordance with ASC 805, “Business Combinations,” and applicable SEC reporting requirements under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure requirements.
Business Combinations
For transactions classified as business combinations, the Company:
| ● | Recognizes and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests at their fair values at the acquisition date (ASC 805-20-25-1). | |
| ● | Records goodwill as the excess of the fair value of consideration transferred over the fair value of net assets acquired, including any previously held equity interests (ASC 805-30-30-1). | |
| ● | Expenses acquisition-related costs as incurred, per ASC 805-10-25-23. | |
| ● | Uses preliminary purchase price allocations, with adjustments permitted within the measurement period (not exceeding one year) per ASC 805-10-25-13. Adjustments beyond the measurement period are recorded in earnings. |
Significant judgments in fair value determinations include:
| ● | Intangible asset valuations, based on estimates of future cash flows and discount rates. | |
| ● | Useful life assessments, impacting amortization and financial results. | |
| ● | Contingent consideration, which is remeasured at fair value through earnings per ASC 805-30-35-1. |
| F-11 |
For SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant. The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests.
Asset Acquisitions
For transactions classified as asset acquisitions under ASC 805-50, the Company:
| ● | Applies the “screen test” to determine whether substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or group of similar assets (ASC 805-10-55-3A). | |
| ● | Allocates the purchase price using a cost accumulation model, assigning costs to acquired assets based on their relative fair values (ASC 805-50-30-3). | |
| ● | Capitalizes direct acquisition costs as part of the asset’s cost, unlike business combinations where such costs are expensed (ASC 805-50-25-1). |
The classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen test. Incorrect classification can materially impact:
| ● | The recognition of goodwill (only in business combinations). | |
| ● | The measurement and presentation of acquired assets and assumed liabilities. | |
| ● | The Company’s financial position and results of operations. |
Reverse Acquisitions
A reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the accounting acquiree, and the entity whose equity interests are acquired (the legal acquiree) is identified as the accounting acquirer under ASC 805-40, “Reverse Acquisitions.”
Accounting for Reverse Acquisitions
| ● | The legal acquiree (accounting acquirer) is treated as the continuing reporting entity, and its assets, liabilities, and operations are measured at historical cost. | |
| ● | The legal acquirer (accounting acquiree) is recognized at fair value, similar to a business combination. | |
| ● | No goodwill is recognized, as the transaction is considered a capital reorganization rather than an acquisition of a business per ASC 805-40-30-2. | |
| ● | The equity structure (common stock and additional paid-in capital) is adjusted to reflect that of the legal acquirer, but the retained earnings balance is that of the accounting acquirer. |
Disclosure Requirements for Reverse Acquisitions
Under SEC Regulation S-X, Rule 3-05, and Regulation S-K, Items 101 and 303, the Company must disclose:
| ● | A detailed description of the transaction, including how control was obtained. | |
| ● | A comparative analysis of financial statements before and after the acquisition. | |
| ● | Pro forma financial information in accordance with Regulation S-X, Article 11, showing the impact of the transaction as if it had occurred at the beginning of the reporting period. | |
| ● | Changes in governance, management, and operations post-acquisition. |
For SEC registrants, a reverse merger with a public shell company may also trigger “Super 8-K” reporting requirements under SEC Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.
Regulatory and Financial Reporting Considerations
For SEC registrants, acquisitions may trigger additional disclosure and reporting requirements:
| ● | Regulation S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w). | |
| ● | Regulation S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company’s business operations. | |
| ● | Regulation S-K, Item 303: Mandates discussion of the impact of acquisitions on the Company’s financial condition and results of operations in Management’s Discussion and Analysis (MD&A). | |
| ● | Regulation S-X, Article 11: Requires pro forma financial statements if the acquisition is significant. | |
| ● | Form 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse mergers. |
The Company continuously evaluates acquisitions, including reverse acquisitions, to ensure proper classification and compliance with ASC 805, SEC reporting requirements, and regulatory guidance.
| F-12 |
Segment Reporting
The Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments.
ASC 280-10-50-1 states that an operating segment is a component of a public entity that:
| ● | Engages in business activities from which it may earn revenues and incur expenses; |
| ● | Has operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is our Chief Executive Officer to make decisions about resource allocation and performance assessment; and |
| ● | Has discrete financial information available. |
Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single segment. The Company has determined that it operates in two reportable segments, as its CODM reviews the business as a whole rather than by distinct business components.
Application of ASU 2023-07 – Segment Reporting
In October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances segment disclosures by requiring public entities to disclose significant segment expenses that are regularly provided to the CODM and used in assessing segment performance and resource allocation.
The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.
In accordance with ASC 250-10-50-4, changes in estimates are recorded in the period in which they become known and are accounted for prospectively. The Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and qualitative assessments that it believes are reasonable under the circumstances.
Significant estimates for the years ended December 31, 2025 and 2024 respectively, include:
| ● | Allowance for doubtful accounts and other receivables | |
| ● | Inventory reserves and classifications | |
| ● | Valuation of loss contingencies | |
| ● | Valuation of stock-based compensation | |
| ● | Estimated useful lives of property and equipment | |
| ● | Impairment of intangible assets | |
| ● | Implicit interest rate in right-of-use operating leases | |
| ● | Uncertain tax positions | |
| ● | Valuation allowance on deferred tax assets |
Risks and Uncertainties
The Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic fluctuations. The Company’s operations are exposed to significant financial, operational, and strategic risks, including potential business disruptions, supply chain constraints, and liquidity challenges.
In accordance with ASC 275, “Risks and Uncertainties,” the Company evaluates and discloses risks that could materially affect its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:
1. Industry Cyclicality (ASC 275-10-50-6) – The Company’s financial performance is affected by industry trends, seasonality, and shifts in market demand.
2. Macroeconomic Conditions (ASC 275-10-50-8) – Economic downturns, inflationary pressures, interest rate changes, and geopolitical risks may impact consumer purchasing behavior and the Company’s revenue streams.
3. Pricing Volatility (ASC 275-10-50-4) – The cost and availability of raw materials, supply chain disruptions, and competitive pricing pressures can lead to fluctuations in gross margins and profitability.
| F-13 |
Given these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures to mitigate their potential impact.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with FASB ASC 820, Fair Value Measurements, which establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for the asset or liability.
Fair Value Hierarchy
ASC 820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value:
| ● | Level 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets. | |
| ● | Level 2 – Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities or inputs that are directly or indirectly observable. | |
| ● | Level 3 – Unobservable inputs that require significant judgment, including management assumptions and estimates based on available market data. |
The classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income approaches, as well as assumptions about market conditions, pricing, and other factors.
Fair Value Determination and Use of External Advisors
The Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable values or future fair values.
Financial Instruments Carried at Historical Cost
The Company’s financial instruments—including cash, accounts receivable, accounts payable, and accrued expenses (including related party balances)—are recorded at historical cost. As of December 31, 2025 and 2024, respectively, the carrying amounts of these instruments approximated their fair values due to their short-term maturities.
Fair Value Option Under ASC 825
ASC 825-10, Financial Instruments, permits entities to elect the fair value option for certain financial assets and liabilities. This election is made on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If elected, unrealized gains and losses are recognized in earnings at each reporting date. The Company has not elected the fair value option for any of its outstanding financial instruments.
Cash and Cash Equivalents and Concentration of Credit Risk
For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.
At
December 31, 2025 and 2024, respectively, the Company did
The
Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent
account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”), which is $
At December 31, 2025 and 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.
| F-14 |
Investments
The Company accounts for available-for-sale (AFS) debt securities in accordance with FASB ASC 320, Investments—Debt and Equity Securities. These securities are recorded at fair value, with unrealized gains and losses recognized as a component of other comprehensive income (OCI) unless deemed other-than-temporary, per ASC 320-10-35-1.
Recognition of Gains, Losses, and Amortization
| ● | Realized gains and losses, including impairments, are recorded in net income in accordance with ASC 320-10-35-25. | |
| ● | Cost basis for sales is determined using the first-in, first-out (FIFO) method, per ASC 320-10-35-4. | |
| ● | Premiums and discounts on AFS debt securities are amortized using the straight-line method over the security’s life, in accordance with ASC 320-10-35-10. |
Impairment Assessment
The Company evaluates AFS debt securities for other-than-temporary impairment (OTTI) in accordance with ASC 320-10-35-33 to 35. The assessment considers:
| ● | The extent and duration of declines in fair value below amortized cost, | |
| ● | The financial condition and creditworthiness of the issuer, and | |
| ● | The Company’s intent and ability to hold the security until recovery. |
If an OTTI is identified, the impairment loss is recognized in earnings as the difference between the amortized cost and the fair value of the security, per ASC 320-10-35-34. The new fair value becomes the adjusted cost basis, and subsequent recoveries are not recognized in earnings (ASC 320-10-35-35). During the years ended December 31, 2025 and 2024, respectively, there were no impairments taken.
Investment Activity
For the years ended December 31, 2025, and 2024, the Company received proceeds of $ and $, respectively, from the sale and liquidation of its investment portfolio.
Realized
losses, including bond premium amortization, were $
Accounts Receivable
The Company accounts for accounts receivable in accordance with FASB ASC 310, Receivables. Receivables are recorded at their net realizable value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).
The Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require collateral, and interest is not accrued on overdue accounts receivable (ASC 310-10-45-4).
Allowance for Doubtful Accounts
Management periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance is determined based on:
| ● | A review of outstanding accounts, | |
| ● | Historical collection experience, and | |
| ● | Current economic conditions (ASC 310-10-35-9). |
Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible (ASC 310-10-35-10).
Applicability of ASC 326 (“CECL”)
The Company has assessed the applicability of ASC 326, Financial Instruments—Credit Losses (CECL), which requires an expected credit loss model for financial assets measured at amortized cost. However, ASC 326 primarily applies to financial institutions and entities with long-term financing receivables.
Since the Company’s accounts receivable are short-term trade receivables that do not meet the scope requirements of ASC 326-20-15-2, it continues to apply the incurred loss model under ASC 310 for estimating credit losses.
The following is a summary of the Company’s accounts receivable at December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for doubtful accounts | ||||||||
| Accounts receivable – net | $ | $ | ||||||
| F-15 |
For the years ended December 31, 2025 and 2024, bad debt was as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Bad debt expense | $ | $ | ||||||
Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.
Inventory
The Company accounts for inventory in accordance with FASB ASC 330, Inventory. Inventory consists solely of fuel and is stated at the lower of cost or net realizable value (“LCNRV”) using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.
Inventory Valuation and Reserve Assessment
Management assesses the recoverability of inventory each reporting period and establishes reserves for potential inventory write-downs when necessary. The Company evaluates factors such as:
| ● | Market conditions affecting fuel prices, | |
| ● | Net realizable value based on estimated selling price, and | |
| ● | Inventory turnover trends (ASC 330-10-35-2). |
For
the years ended December 31, 2025 and 2024, respectively, the Company did
At
December 31, 2025 and 2024, the Company had inventory of $
Concentrations
The Company evaluates and discloses significant concentrations of risk in accordance with FASB ASC 275-10, Risks and Uncertainties. These risks may arise from customer concentrations, vendor reliance, geographic dependence, or other economic factors that could materially impact the Company’s financial position, results of operations, and cash flows.
A concentration exists when a single customer, supplier, or market accounts for a significant portion (typically greater than 10%) of the Company’s total revenues, accounts receivable, or vendor purchases (ASC 275-10-50-16).
Customer and Sales Concentrations
The Company’s revenue stream may be dependent on a limited number of key customers. A loss of any significant customer, a decline in demand from such customers, or a deterioration in their financial condition could negatively impact the Company’s future revenues and profitability.
Accounts Receivable Concentrations
The Company extends credit to customers based on their financial strength, payment history, and other relevant factors. A significant concentration of accounts receivable from a limited number of customers could expose the Company to credit risk and potential collection issues. The Company regularly evaluates the creditworthiness of its customers and may require advance payments, letters of credit, or other credit enhancements to mitigate risks.
Vendor and Supplier Concentrations
The Company relies on a limited number of vendors for certain key materials or services. A disruption in supply, changes in pricing, or financial instability of a major supplier could materially impact the Company’s ability to procure necessary materials, leading to increased costs, delays in production, or operational disruptions. The Company continuously assesses vendor relationships and explores alternative suppliers when necessary to mitigate supply chain risks.
| F-16 |
Concentration Summary
The following table presents customers and vendors that individually accounted for more than 10% of total sales, accounts receivable, or vendor purchases in the comparative periods presented:
Sales
| Year Ended December 31, | ||||||||
| Customer | 2025 | 2024 | ||||||
| A | % | % | ||||||
| B | % | % | ||||||
| C | % | % | ||||||
| Total | % | % | ||||||
Accounts Receivable
| Year Ended December 31, | Year Ended December 31, | |||||||
| Customer | 2025 | 2024 | ||||||
| A | % | % | ||||||
| B | % | % | ||||||
| C | % | % | ||||||
| D | % | % | ||||||
| Total | % | % | ||||||
Vendor Purchases
| Year Ended December 31, | ||||||||
| Vendor | 2025 | 2024 | ||||||
| A | % | % | ||||||
| B | % | % | ||||||
| C | % | % | ||||||
| D | % | % | ||||||
| Total | % | % | ||||||
Management’s Risk Mitigation Strategies
To address these risks, the Company implements the following strategies:
| ● | Diversification of Customer Base – Actively seeking new customers to reduce reliance on a small number of key accounts. | |
| ● | Credit Risk Management – Regularly reviewing customer creditworthiness and adjusting credit terms as necessary. | |
| ● | Supplier Contingency Planning – Identifying alternative vendors to mitigate the impact of potential supply chain disruptions. |
The Company continuously monitors these risks and adjusts its business strategies to reduce its exposure to customer, credit, and supplier risks, ensuring financial stability and operational continuity.
Property and Equipment
Property and equipment are recorded at cost, net of accumulated depreciation, in accordance with ASC 360, “Property, Plant, and Equipment.” Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
Repairs and maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred. Significant improvements or upgrades that increase the asset’s productivity, efficiency, or useful life are capitalized.
Upon disposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the statement of operations, in accordance with ASC 360-10-40-5.
The Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may be impaired. If impairment indicators exist, the Company assesses recoverability based on the undiscounted future cash flows expected from the use and disposition of the asset. If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized in accordance with ASC 360-10-35-17.
See note 3 for discussion of impairments of long lived assets.
Impairment of Long-lived Assets including Internal Use Capitalized Software Costs
The Company evaluates the recoverability of long-lived assets, including identifiable intangible assets and internal-use capitalized software costs, in accordance with FASB ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets.
| F-17 |
An impairment review is triggered when events or circumstances indicate that the carrying value of an asset group may not be recoverable. Factors considered include, but are not limited to:
| ● | Significant changes in expected performance compared to prior forecasts, | |
| ● | Changes in asset utilization, including discontinued or modified use, | |
| ● | Negative industry or economic trends that impact asset value, and | |
| ● | Strategic shifts in the Company’s business operations (ASC 360-10-35-21). |
Impairment Assessment Process
When impairment indicators exist, the Company performs a recoverability test by comparing the undiscounted future cash flows expected to be generated from the use and ultimate disposition of the asset group to its carrying amount (ASC 360-10-35-17).
| ● | If the undiscounted cash flows exceed the carrying amount, no impairment is recognized. | |
| ● | If the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized, measured as the excess of the carrying amount over the fair value of the asset (ASC 360-10-35-18). |
Internal-Use Software Considerations
For internal-use capitalized software, impairment is assessed under ASC 350-40-35, which requires evaluation when:
| ● | A software project is abandoned or significantly modified, | |
| ● | The software is no longer expected to provide substantive economic benefit, or | |
| ● | The software is expected to be replaced by newer technology. |
Impairment Results
For
the years ended December 31, 2025, and 2024, the Company recorded an impairment loss of $
See Note 3 for further discussion of long-lived asset impairments.
Derivative Liabilities
The Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging.
Accounting for Derivative Liabilities
Derivative liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as a gain or loss on derivative remeasurement (ASC 815-40-35-4). The Company uses a binomial pricing model to determine the fair value of these instruments.
Conversion and Extinguishment of Derivative Liabilities
When a debt instrument with an embedded conversion option (e.g., convertible debt or warrants) is converted into shares of common stock or repaid, the Company:
| ● | Records the newly issued shares at fair value; | |
| ● | Derecognizes all related debt, derivative liabilities, and unamortized debt discounts; and | |
| ● | Recognizes a gain or loss on debt extinguishment, if applicable (ASC 470-50-40-2). |
For equity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional paid-in capital (ASC 815-40-35-9).
Reclassification of Equity Instruments to Liabilities
Equity instruments initially classified as equity may be reclassified as liabilities if they no longer meet equity classification criteria under ASC 815-40-25. In such cases, they are remeasured at fair value on the date of reclassification, with changes recognized in earnings (ASC 815-40-35-8).
| F-18 |
Derivative Liability Balances
As
of December 31, 2025, and 2024, the Company had
Original Issue Discounts and Other Debt Discounts
The Company accounts for original issue discounts (“OID”) and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation of Interest. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense over the term of the debt using the effective interest method, unless the straight-line method is materially similar (ASC 835-30-35-2).
Original Issue Discounts (OID)
For certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount, reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the Consolidated Statements of Operations.
Stock and Other Equity Issued with Debt
The Company may issue common stock or other equity instruments in connection with debt issuance. When stock is issued, it is recorded at fair value and treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense over the life of the debt (ASC 470-20-25-2).
The combined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt (ASU 2020-06).
Debt Issuance Costs
Debt issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense over the life of the debt in accordance with ASC 835-30-45-1. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than as a separate asset (ASC 835-30-45-3).
Right of Use Assets and Lease Obligations
The Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the present value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate (ASC 842-20-30-1).
The Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2. The Company’s leases primarily consist of operating leases, which are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated balance sheet.
Short-Term Leases
The Company has elected the short-term lease exemption allowed under ASC 842-20-25-2, whereby leases with a term of 12 months or less are not recorded on the balance sheet. Instead, lease payments are expensed on a straight-line basis over the lease term.
Lease Term and Renewal Options
In determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised, as required by ASC 842-10-30-1. Factors considered include:
| ● | The useful life of leasehold improvements relative to the lease term, | |
| ● | The economic performance of the business at the leased location, | |
| ● | The comparative cost of renewal rates versus market rates, and | |
| ● | The presence of any significant economic penalties for non-renewal (ASC 842-10-55-26). |
If a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease payments. The Company’s operating leases contain renewal options with no residual value guarantees. Currently, management does not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.
Discount Rate and Lease Liability Measurement
Since the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).
| F-19 |
Lease Impairment
In accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the years ended December 31, 2025, and 2024.
See Note 7 for details on third-party and related-party operating leases.
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by ASU 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
The Company generates revenue from mobile fuel sales, which can be purchased as a one-time transaction or through a monthly membership. Revenue from fuel sales is recognized at the time of delivery, and membership revenue is recognized at the end of each month, reflecting the satisfaction of the performance obligation over time within a one-month membership cycle.
The Company follows the five-step revenue recognition model outlined in ASC 606-10-05-4:
1. Identify the Contract with a Customer
A contract exists when the following criteria are met, per ASC 606-10-25-1:
| ● | The contract creates enforceable rights and obligations between the Company and the customer. | |
| ● | The contract has commercial substance (i.e., it affects the Company’s cash flows). | |
| ● | The payment terms are identified, and the consideration is determinable. | |
| ● | It is probable that the Company will collect the consideration in exchange for the goods or services transferred. |
Contracts for mobile fuel sales and memberships meet these criteria. Collectability is assessed based on historical customer payment trends and credit risk in accordance with ASC 606-10-25-5.
2. Identify the Performance Obligations in the Contract
A performance obligation is a distinct good or service promised in the contract that is both capable of being distinct and distinct in the context of the contract, per ASC 606-10-25-19.
The Company has determined that its contracts, based on sales type, contain two distinct performance obligations:
| ● | Fuel Sales – The delivery of fuel to a customer, with revenue recognized at the point of delivery. | |
| ● | Membership Fees – Monthly membership services, with revenue recognized over time within a one-month membership cycle, as the customer benefits from access to services throughout the period. |
These performance obligations are not bundled or combined, as each service is separately identifiable, in accordance with ASC 606-10-25-22.
3. Determine the Transaction Price
The transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services to the customer, per ASC 606-10-32-2.
The Company’s transaction price considerations include:
| ● | Fixed consideration – Prices are clearly stated and do not vary based on performance. | |
| ● | No variable consideration – The Company does not formally offer refunds, rebates, or pricing incentives. During the years ended December 31, 2025 and 2024, respectively, the Company granted insignificant discounts of less than 1% of total revenues. | |
| ● | No financing component – Payments are made upon fuel delivery or at the end of the monthly membership cycle, per ASC 606-10-32-15. |
4. Allocate the Transaction Price to Performance Obligations
For contracts with a single performance obligation, the entire transaction price is allocated to that obligation, per ASC 606-10-32-40.
If a contract included multiple performance obligations, the transaction price would be allocated based on relative standalone selling prices (“SSP”) as required by ASC 606-10-32-28. The standalone selling price is determined based on observable sales data.
The Company’s fuel sales and memberships each have a distinct standalone selling price, eliminating the need for allocation adjustments.
| F-20 |
5. Recognize Revenue When (or As) Performance Obligations Are Satisfied
Revenue is recognized at the point in time when control over a product or service is transferred to the customer, in accordance with ASC 606-10-25-30.
| ● | Fuel Sales: Control transfers at the time of fuel delivery, at which point revenue is recognized. | |
| ● | Membership Fees: Revenue is recognized over time within a one-month cycle, as customers receive continuous access to fuel delivery services throughout the month. |
The Company does not recognize revenue based on customer invoicing dates; instead, it ensures revenue recognition aligns with the actual satisfaction of performance obligations per ASC 606-10-25-31.
Principal vs. Agent Considerations
In evaluating whether the Company acts as a principal or an agent in its fuel sales transactions, the Company applies the guidance in ASC 606-10-55-36 through 55-40. The Company has determined that it is the principal in these transactions based on the following factors:
| ● | The Company controls the fuel before it is transferred to the customer. | |
| ● | The Company has discretion in pricing, as it sets the selling price of fuel. | |
| ● | The Company is responsible for fulfilling the obligation of delivering fuel to the customer. | |
| ● | The Company is exposed to inventory risk, as it procures and holds fuel before sale. |
Based on these factors, the Company recognizes revenue on a gross basis, as it is the principal in fuel sales transactions in accordance with ASC 606-10-55-37A.
Summary of Compliance with ASC 606 and ASU Updates
| Revenue Stream | Performance Obligation | Recognition Timing | Consideration Type | |||
| Fuel Sales | Fuel Delivery | At time of delivery | Fixed price per gallon | |||
| Membership Fees | Monthly access to fuel services | Over time (one-month cycle) | Fixed monthly subscription |
Contract Liabilities (Deferred Revenue)
Contract liabilities represent amounts received from customers before the satisfaction of performance obligations, which are subsequently recognized as revenue upon fulfillment.
Under ASC 606-10-45-2, the Company discloses contract balances related to deferred revenue when applicable. Any prepayments received for fuel deliveries or memberships are classified as contract liabilities until revenue recognition criteria are met.
As
of December 31, 2025 and 2024, the Company had $
The following represents the Company’s disaggregation of revenues for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Revenue | % of Revenues | Revenue | % of Revenues | |||||||||||||
| Fuel sales | $ | % | $ | % | ||||||||||||
| Other | % | % | ||||||||||||||
| Total Sales | $ | % | $ | % | ||||||||||||
Cost of Sales
Cost of sales consists of direct expenses incurred in the delivery of the Company’s products and services. These costs primarily include:
| ● | Fuel Costs – The cost of procuring fuel for resale, including fluctuations in market pricing, supplier agreements, and transportation expenses. | |
| ● | Driver Wages and Benefits – Compensation, payroll taxes, and employee benefits associated with the Company’s delivery personnel. |
Cost of sales is recognized in the same period as the related revenue in accordance with FASB ASC 705, Cost of Sales and Services. The Company regularly evaluates its cost structure to ensure efficient fuel procurement and operational cost management.
| F-21 |
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences reverse (ASC 740-10-30-8).
The effect of a change in tax rates on deferred tax balances is recognized as income or expense in the period that includes the enactment date (ASC 740-10-45-4).
Uncertain Tax Positions
The Company evaluates uncertain tax positions in accordance with ASC 740-10-25, which requires that a tax position be recognized in the financial statements only if it is more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.
As
of December 31, 2025 and 2024, respectively, the Company had
The
Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations
(ASC 740-10-45-25).
Valuation of Deferred Tax Assets
The Company’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible temporary differences. Under ASC 740-10-30-5, a valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
The Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering both positive and negative evidence (ASC 740-10-30-16).
Factors Considered in Valuation Allowance Assessment
The Company evaluates multiple factors in determining whether a valuation allowance is necessary, including:
| ● | Historical earnings trends (cumulative pre-tax income or losses in the most recent three-year period) | |
| ● | Future financial projections, including expected taxable income based on long-term estimates of business performance and market conditions | |
| ● | Statutory carryforward periods for net operating losses and other deferred tax assets | |
| ● | Prudent and feasible tax planning strategies that could impact the realization of deferred tax assets | |
| ● | Nature and predictability of temporary differences and the timing of their reversal | |
| ● | Sensitivity of financial forecasts to external factors such as commodity prices, market demand, and operational risks |
While cumulative three-year losses are a strong indicator that a valuation allowance may be needed, ASC 740-10-30-23 states that a valuation allowance determination is not solely based on past losses—all available positive and negative evidence must be considered.
Valuation Allowance Determination
At December 31, 2025 and 2024, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $. This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization of deferred tax assets in the near term (ASC 740-10-30-24).
The Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future if sufficient positive evidence emerges to support their realization.
Advertising Costs
Advertising costs are expensed as incurred, in accordance with ASC 720-35, “Advertising Costs.” These costs are recognized as operating expenses in the period in which they are incurred and are classified within general and administrative expenses in the consolidated statements of operations.
The Company does not capitalize direct-response advertising costs, as they do not meet the criteria for deferral under ASC 720-35-25-1.
The
Company recognized $
| F-22 |
The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation,” using the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, typically the vesting period.
ASC 718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may be settled using equity instruments.
In compliance with ASU 2018-07, the Company applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based payment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement date (i.e., when the performance obligation is completed) and is recognized over the vesting period in accordance with ASC 718.
The Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:
| ● | Exercise price – The agreed-upon price at which the option can be exercised. | |
| ● | Expected dividends – The anticipated dividend yield over the expected life of the option. | |
| ● | Expected volatility – Based on historical stock price fluctuations. | |
| ● | Risk-free interest rate – Derived from U.S. Treasury securities with similar maturities. | |
| ● | Expected life of the option – Estimated based on historical exercise patterns and contractual terms. |
Additionally, the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based compensation, including:
| ● | The treatment of tax benefits and tax deficiencies in income tax reporting. | |
| ● | The option to recognize forfeitures as they occur rather than estimating them upfront. | |
| ● | Cash flow classification for certain tax-related transactions. |
The Company continues to evaluate and apply the latest ASUs and interpretive releases related to stock-based compensation to ensure compliance with evolving financial reporting requirements.
Stock Warrants
In connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may issue warrants to purchase shares of its common stock. These standalone warrants are not puttable or mandatorily redeemable by the holder and are classified as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity.”
The fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model, consistent with the guidance in ASC 718-10-30. However, if warrants meet the definition of derivative liabilities under ASC 815, “Derivatives and Hedging,” fair value is determined using a binomial pricing model or other appropriate valuation techniques, as required by ASC 815-40-15.
Accounting Treatment of Warrants
| ● | Warrants issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC), in accordance with ASC 815-40-25. | |
| ● | Warrants issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no service period exists, as per ASC 718-10-25. | |
| ● | Warrants classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with changes recognized in earnings, following ASC 815-40-35. |
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share.” The calculation of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding, including certain other shares committed to be issued.
Basic Earnings Per Share (EPS)
Basic EPS is calculated using the two-class method, as prescribed by ASC 260-10-45-60, and is computed as follows:
| ● | Net earnings available to common shareholders represent net earnings to common shareholders, adjusted for the allocation of earnings to participating securities. | |
| ● | Losses are not allocated to participating securities in accordance with ASC 260-10-45-61. | |
| ● | The denominator includes common shares outstanding and certain other shares committed to be issued, such as restricted stock and restricted stock units (“RSUs”), for which no future service is required. |
| F-23 |
Diluted Earnings Per Share (EPS)
Diluted EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported, as required by ASC 260-10-45-45.
| ● | Diluted EPS is computed by taking the sum of: |
| ○ | Net earnings available to common shareholders | |
| ○ | Dividends on preferred shares | |
| ○ | Dividends on dilutive mandatorily redeemable convertible preferred shares | |
| ○ | Divided by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus all dilutive common stock equivalents during the period, such as: | |
| ■ | Stock options | |
| ■ | Warrants | |
| ■ | Convertible preferred stock | |
| ■ | Convertible debt |
| ● | Preferred shares and unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) qualify as participating securities under the two-class method, per ASC 260-10-45-62. |
Net Loss Per Share Considerations
In computing net loss per share, unvested shares of common stock are excluded from the denominator, as required by ASC 260-10-45-48.
Participating Securities & Share-Based Compensation
Restricted stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively. Therefore:
| ● | Before the requisite service is rendered for the right to retain the award, these instruments meet the definition of a participating security under ASC 260-10-45-59. | |
| ● | RSUs granted under an executive compensation plan, however, are not considered participating securities because the rights to dividend equivalents are forfeitable (ASC 718-10-25). |
| December 31, 2025 | December 31, 2024 | |||||||
| Series A, preferred stock | ||||||||
| Series B, preferred stock | ||||||||
| Series A, preferred stock - dividends | ||||||||
| Series B, preferred stock - dividends | ||||||||
| Warrants (vested) | ||||||||
| Total common stock equivalents | ||||||||
Series A and B preferred shares as well as the related dividends on each class of Series A and B preferred shares are convertible into common stock. See Note 8.
Warrants included as common stock equivalents represent those that are fully vested and exercisable. See Note 8.
Based on the potential common stock equivalents noted above at December 31, 2025, the Company has sufficient authorized shares of common stock () to settle any potential exercises of common stock equivalents.
On
July 25, 2024, the Company effectuated a
| F-24 |
Related Parties
The Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k). Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.
Related parties include, but are not limited to:
| ● | Principal owners of the Company. | |
| ● | Members of management (including directors, executive officers, and key employees). | |
| ● | Immediate family members of principal owners and members of management. | |
| ● | Entities affiliated with principal owners or management through direct or indirect ownership. | |
| ● | Entities with which the Company has significant transactions, where one party has the ability to exercise control or significant influence over the management or operating policies of the other. |
A party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company in a manner that could prevent either party from fully pursuing its own separate economic interests.
The Company discloses all material related party transactions, including:
| ● | The nature of the relationship between the parties. | |
| ● | A description of the transaction(s), including terms and amounts involved. | |
| ● | Any amounts due to or from related parties as of the reporting date. | |
| ● | Any other elements necessary for a clear understanding of the transactions’ effects on the financial statements. |
Disclosures are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material related party transactions and their effects on the financial position and results of operations.
| ● | See Notes 1, 10 and 12, which discusses a common control merger between Next and EZFL, after year end, on February 13, 2025 | |
| ● | See Note 4 which includes accrued interest payable – related parties. | |
| ● | See Notes 5 and 12 for a discussion of related party debt. | |
| ● | See Note 7 regarding right-of-use operating lease with the Company’s Chief Technology Officer. | |
| ● | See Note 8 for a discussion of equity transactions with certain officers and directors. |
Related Party Agreement with Company owned by Daniel Arbour
In
2023, the Company entered into a consulting agreement with an affiliate of a board member to provide services as an outsourced chief
revenue officer. Pursuant to the terms of the consulting agreement, the Company agreed to pay $
Related Party Agreement with Company owned by Avishai Vaknin
In
2023, the Company entered into a services agreement with an affiliate of the Company’s Chief Technology Officer. Services
include overseeing all matters relating to the Company’s technology. Pursuant to the terms of the services agreement, the
Company agreed to pay $
In connection with this agreement, the Company issued shares of common stock to Mr. Vaknin. At December 31, 2025 and 2024, and shares have vested, respectively. The remaining shares will vest in April 2026. See Note 7.
Due From Related Party
During
the year ended December 31, 2024, the Company advanced $
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:
| ● | Requiring enhanced disclosures of significant segment expenses. |
| ● | Aligning segment reporting requirements with information regularly reviewed by management. |
| F-25 |
The Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:
| ● | Standardizing and disaggregating rate reconciliation categories. |
| ● | Requiring disclosure of income taxes paid by jurisdiction. |
This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early adoption is permitted.
The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.
Other Accounting Standards Updates
The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.
Reclassifications
Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Company’s consolidated results of operations, stockholders’ equity, or cash flows, and did not affect previously reported consolidated net income (loss) or financial position.
Note 3 – Property and Equipment
Property and equipment consisted of the following:
| December 31, 2025 | December 31, 2024 | Estimated Useful Lives (Years) | ||||||||
| Vehicles | $ | $ | * | |||||||
| Equipment | ||||||||||
| Office furniture | ||||||||||
| Leasehold improvements | ||||||||||
| Office equipment | ||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||
| Total property and equipment - net | $ | $ | ||||||||
| F-26 |
Asset Purchase – Vehicles - Shell
| * |
See Note 9 regarding related right-of-use operating leases.
Depreciation
and amortization expense for the years ended December 31, 2025 and 2024, was $
During
the years ended December 31, 2025 and 2024, the Company recorded an impairment loss of $
Depreciation and amortization are included as a component of general and administrative expenses in the accompanying consolidated statements of operations.
Impairment losses of property and equipment are included as a component of general and administrative expenses in the accompanying consolidated statements of operations.
Note 4 – Accounts Payable and Accrued Liabilities including Related Parties
Accounts payable and accrued liabilities were as follows at December 31, 2025 and 2024 respectively:
| December 31, 2025 | December 31, 2024 | |||||||
| Accounts Payable and Accrued Liabilities - non-related parties | $ | $ | ||||||
| Accrued liabilities - related parties | ||||||||
| Accrued interest payable - related parties | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
Note 5 – Debt
The following represents a summary of the Company’s debt (notes payable – related parties, third party debt for notes payable (including those owed on vehicles), and line of credit, including key terms, and outstanding balances at December 31, 2024 and 2023, respectively.
Notes Payable – Related Parties
The following is a summary of the Company’s notes payable – related parties at December 31, 2025 and 2024:
| Balance - December 31, 2023 | ||||
| Advances | ||||
| Repayments | ( | ) | ||
| Balance - December 31, 2024 | ||||
| Advances | ||||
| Debt Discount | ( | ) | ||
| Amortization of debt discount | ||||
| Repayments | ( | ) | ||
| Balance - December 31, 2025 | $ |
| F-27 |
During
the year ended December 31, 2025, $
The following is a detail of the Company’s advances payable – related parties terms and history of each advance at December 31, 2025 and December 31, 2024:
| Maturity | Interest | December 31, | December 31, | |||||||||||||||||||||
| Debt Holder | Issue Date | Date | Rate | Collateral | 2025 | 2024 | ||||||||||||||||||
| Chief Executive Officer/>50% | ||||||||||||||||||||||||
| control person | $ | $ | ||||||||||||||||||||||
Notes Payable
The following represents the terms of the Company’s notes payable as of December 31, 2025 and December 31, 2024, respectively:
| Issue | Interest | Related | Refinance | Maturity | Conversion | Repayment | ||||||||||||
| Date | Rate | Collateral | Party | Date | Date | Date | Date | |||||||||||
| Loan #1 | % | N/A | N/A | |||||||||||||||
| Loan #2 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #3 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #4 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #5 | % | N/A | N/A | |||||||||||||||
| Loan #6 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #7 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #8 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #9 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #10 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #11 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #12 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #13 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #14 | % | N/A | N/A | |||||||||||||||
| Loan #15 | % | N/A | N/A | |||||||||||||||
| Loan #16 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #17 | % | N/A | N/A | |||||||||||||||
| Loan #18 | % | N/A | N/A | |||||||||||||||
| Loan #19 | % | N/A | N/A | |||||||||||||||
| Loan #20 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #21 | % | N/A | N/A | |||||||||||||||
| Loan #22 | % | N/A | N/A | |||||||||||||||
| Loan #23 | % | N/A | N/A | |||||||||||||||
| Loan #24 | % | N/A | N/A | |||||||||||||||
| Loan #25 | % | N/A | N/A | |||||||||||||||
| Loan #26 | % | N/A | N/A | |||||||||||||||
| Loan #27 | % | N/A | N/A | |||||||||||||||
| Loan #28 | % | N/A | N/A | N/A | ||||||||||||||
| Loan #29 | N/A | N/A | ||||||||||||||||
| Loan #30 | % | N/A | N/A | |||||||||||||||
| Loan #31 | % | N/A | N/A | |||||||||||||||
| Loan #32 | % | N/A | N/A | |||||||||||||||
| Loan #33 | % | N/A | N/A | |||||||||||||||
| Loan #34 | % | N/A | N/A | |||||||||||||||
| Loan #35 | % | N/A | N/A | |||||||||||||||
| Loan #36 | % | N/A | N/A | |||||||||||||||
| Loan #37 | % | N/A | N/A | |||||||||||||||
| Loan #38 | % | N/A | N/A | |||||||||||||||
| Loan #39 | % | N/A | N/A | |||||||||||||||
Loan #40 | % | N/A | N/A | |||||||||||||||
| F-28 |
| Year Ended December 31, 2025 | ||||||||||||||||||||||||||||
| December 31, | Additions | Debt | Amortization of debt | Conversion to common | December 31, | |||||||||||||||||||||||
| 2024 | note | discount | discount | stock | Repayments | 2025 | ||||||||||||||||||||||
| Loan #2 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| Loan #3 | ( | ) | ||||||||||||||||||||||||||
| Loan #4 | ( | ) | ||||||||||||||||||||||||||
| Loan #5 | ( | ) | ||||||||||||||||||||||||||
| Loan #6 | ( | ) | ||||||||||||||||||||||||||
| Loan #7 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #8 | ( | ) | ||||||||||||||||||||||||||
| Loan #9 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Loan #10 | ( | ) | ||||||||||||||||||||||||||
| Loan #12 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #13 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #16 | ( | ) | ||||||||||||||||||||||||||
| Loan #17 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #20 | ( | ) | ||||||||||||||||||||||||||
| Loan #22 | ( | ) | ||||||||||||||||||||||||||
| Loan #23 | ( | ) | ||||||||||||||||||||||||||
| Loan #24 | ( | ) | ||||||||||||||||||||||||||
| Loan #25 | ( | ) | ||||||||||||||||||||||||||
| Loan #26 | ( | ) | ||||||||||||||||||||||||||
| Loan #28 | ||||||||||||||||||||||||||||
| Loan #29 | ( | ) | ||||||||||||||||||||||||||
| Loan #30 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #31 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #32 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #33 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #34 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #35 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #36 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #37 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #38 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #39 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #40 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Year Ended December 31, 2024 | ||||||||||||||||||||||||||||
| December 31, | Debt | Amortization of debt | Conversion to common | December 31, | ||||||||||||||||||||||||
| 2023 | Additions | discount | discount | stock | Repayments | 2024 | ||||||||||||||||||||||
| Loan #1 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| Loan #2 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #3 | ||||||||||||||||||||||||||||
| Loan #4 | ||||||||||||||||||||||||||||
| Loan #5 | ( | ) | ||||||||||||||||||||||||||
| Loan #6 | ( | ) | ||||||||||||||||||||||||||
| Loan #8 | ( | ) | ||||||||||||||||||||||||||
| Loan #10 | ( | ) | ||||||||||||||||||||||||||
| Loan #14 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #15 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #16 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #17 | ( | ) | ||||||||||||||||||||||||||
| Loan #18 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #19 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #20 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loan #21 | ( | ) | ||||||||||||||||||||||||||
| Loan #22 | ( | ) | ||||||||||||||||||||||||||
| Loan #23 | ( | ) | ||||||||||||||||||||||||||
| Loan #24 | ( | ) | ||||||||||||||||||||||||||
| Loan #25 | ( | ) | ||||||||||||||||||||||||||
| Loan #26 | ||||||||||||||||||||||||||||
| Loan #27 | ( | ) | ||||||||||||||||||||||||||
| Loan #28 | ||||||||||||||||||||||||||||
| Loan #29 | ( | ) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
Loans #1, #2, #6-#18, #20, and #30-31 represent merchant cash advance (“MCA”) agreements entered into by the Company. Under these arrangements, the Company receives a specified gross advance amount, net of origination fees, discounts, and other transaction costs, in exchange for a fixed repayment obligation that typically exceeds the net funds received.
| F-29 |
Repayment terms generally range from 21 to 78 weeks and are structured as daily or weekly fixed remittances. The Company accounts for these arrangements as debt in accordance with ASC 470, recognizing the full repayment obligation as a liability, with related issuance costs amortized over the term of the loan.
To manage liquidity and meet near-term obligations, the Company has, in several instances, refinanced existing MCA loans by entering into new MCA agreements with the same or alternative lenders. These refinancing arrangements often involve:
| ● | Using the proceeds of a new advance to pay off the remaining balance of a prior loan, including any unpaid fees or penalties; |
| ● | Rolling multiple MCA balances into a single new obligation; or |
| ● | Structuring overlapping repayment terms, which may temporarily reduce daily outflows but increase aggregate repayment obligations. |
While refinancing may provide short-term liquidity relief, it often results in higher cumulative borrowing costs due to upfront fees and the compounding effect of new obligations. These refinancings are typically executed close to the maturity of the original MCA or earlier if cash flow pressures arise.
The Company utilizes MCA financing primarily to support working capital and general operations. Given the short-term nature, fee structure, and recurring refinancing activity, these MCA obligations are classified as short-term debt. The Company continuously evaluates its funding options to manage cash flow and covenant compliance under these agreements.
Loans #3 and #4
In
November 2024, the Company executed an asset purchase agreement with Yoshi, Inc. In connection with this transaction, in February 2025,
the Company acquired various vehicles as part of a growth and expansion plan. The Company has access to and utilizes these vehicles for
mobile fueling as part of its ongoing operations. Since the transaction did not close until February 2025, the payments made/due as of
December 31, 2024, have been classified as a component of deposit on future asset purchase totaling $
As
part of the consideration due to the seller, the Company was required to pay $
As
of December 31, 2024, the Company had paid $
During the year ended December 31, 2025, the remaining balance was paid.
Loan #5
In
December 2024, the Company executed a two-month loan for $
Loan #21
During
the years ended December 31, 2023 and 2024, the Company entered into and amended three unsecured promissory notes totaling $
| F-30 |
Initial Issuance Terms
| ● | Note #1: Issued
in April 2023 with a face value of $ |
|
| ● | Note #2: Issued in September 2023 with a face value of $ | |
| ● | Note #3: Issued in October 2023 with a face value of $ |
Global Amendment and Default Conversion Features
On January 17, 2024, the Company and the lender executed a global amendment to the terms of Notes #1, #2, and #3:
| ● | In the event of default, the lender may convert the unpaid principal into shares of the Company’s common stock at the greater of
(i) $ |
| ● | A cross-default clause was included such that default on any of the three notes would constitute a default across all related instruments. |
| ● | The Company evaluated the amended conversion feature and determined that in the event of default, the instruments may contain an embedded derivative requiring bifurcation and fair value recognition under ASC 815, Derivatives and Hedging. The Company determined that there was no event of default. Given the floor price, the Company determined no derivative liability would exist, and no derivative liabilities were required to be recorded. |
Extension-Related Stock Issuances
| ● | In
January 2024, the Company was obligated to issue common shares (valued at $ |
| ● | On
May 9, 2024, the Company further extended all three notes to July 17, 2024, resulting in
an obligation to issue an additional shares (valued at $ |
| ● | In
total, the Company had an obligation to issue shares of common stock with a fair
value of $ |
| ● | Due to the % equity cap, these shares were not immediately issued and were recognized as additional interest expense. |
Conversion to Series A Convertible Preferred Stock
On
August 16, 2024, the Company and the lender agreed to convert all remaining obligations under Notes #1, #2, and #3 into equity. The total
principal converted was $
| Valuation inputs | ||||
| Market price per share of common stock - on date of issuance | $ | |||
| Discount to market price on date of issuance | % | |||
| Conversion price per share | $ | |||
| Series A convertible preferred stock - stated value per share | $ | |||
| Conversion price per share | $ | |||
| Number of shares of common stock - for each share of Series A convertible preferred stock held | ||||
| Series A preferred shares issued | ||||
| Number of shares of common stock - for each share of Series A convertible preferred stock held | ||||
| Equivalent common shares | ||||
| Market price per share of common stock - on date of issuance | $ | |||
| As converted valuation of Series A convertible preferred stock | $ | |||
| Debt converted in exchange for Series A convertible preferred stock | ||||
| Loss on debt extinguishment - related party | $ | |||
The Company accounted for the conversion as an extinguishment of debt under ASC 470-50, and the difference between the fair value of the equity issued and the carrying amount of the debt was recorded as a loss on debt extinguishment.
| F-31 |
Common Stock Issuable – Shares
In connection with the initial debt issuances and amendments discussed above, the Company had previously classified common shares as common stock issuable due to the % ownership blocker. Upon conversion of all outstanding debt on August 16, 2024, these shares were formally issued to the lender. Since the shares had already been reflected in equity, there was no incremental impact to stockholders’ deficit upon issuance.
Loans #22-#26
In
October 2024, the Company entered into five unsecured, non-interest-bearing notes with an aggregate principal amount of $
Although
the notes had a stated maturity in
Loan #27
In
January 2024, the Company acquired
In
2023, the Company paid a deposit of $
In
October 2024, without any additional extension payments required, the Company repaid the note plus accrued interest totaling $
Loan #28
In
December 2024, the Company executed a loan for $
This note held no issuance discount or
interest rate. Imputed interest was assessed on the note for $
Loan #32
In
July 2025, the Company entered into an unsecured note bearing interest at a rate of
The
Company is required to make monthly payments in the amount of $
Loan #33
In
September 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount
of $
The
note bears no stated interest and matures
As
of December 31, 2025, the noteholder converted the entire note balance of $
As of December 31, 2025, imputed interest
was assessed for this note at a value of $
| F-32 |
Loan #34
In
conjunction with Loan #33, the Company issued a note in the principal amount of $
During the year ended December 31, 2025,
the noteholder converted the full balance of $295,000 into 191,559 shares of common stock, and the Company amortized $
As of December 31, 2025, imputed interest
was assessed for this note at a value of $
Loan #35
In
October 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount
of $
The
note bears no stated interest and matures
During
the year ended December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $
As of December 31, 2025, imputed interest
was assessed for this note at a value of $
Loan #36
In
October 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount
of $
The
note bears no stated interest and matures
During
the year ended December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $
As of December 31, 2025, imputed interest
was assessed for this note at a value of $
Loan #37
In
November 2025, the Company entered into a secured convertible note pursuant to a Securities Purchase Agreement in the principal amount
of $
The
note bears no stated interest and matures
As of December 31, 2025, the noteholder converted $
As of December 31, 2025, imputed interest
was assessed for this note at a value of $
| F-33 |
Loan #38
In
conjunction with Loan #35, the Company issued a note in the principal amount of $
As
of December 31, 2025, the noteholder converted the full balance of the note into common stock and amortized $
As of December 31, 2025, imputed interest
was assessed for this note at a value of $
Loan #39
In
conjunction with Loan #36, the Company issued a note in the principal amount of $
During
fourth quarter 2025, the noteholder converted the full balance of the note into common stock and amortized $
Loan #40
In
conjunction with Loan #37, the Company issued a note in the principal amount of $
As
of December 31, 2025, the noteholder converted $
Notes Payable – Vehicles (Loan # 29)
The following is a summary of the Company’s notes payable for its vehicles at December 31, 2025 and December 31, 2024, respectively:
| Balance - December 31, 2023 | 1,173,278 | |||
| Repayments | (821,525 | ) | ||
| Balance - December 31, 2024 | 351,753 | |||
| Repayments | 280,169 | |||
| Balance - December 31, 2025 | 71,584 |
| F-34 |
The following is a detail of the Company’s notes payable for its vehicles at December 31, 2025 and December 31, 2024, respectively:
Notes Payable - Vehicles
| Issue | Maturity | Interest | Default | December 31, | December 31, | |||||||||||||
| Date | Date | Rate | Interest Rate | Collateral | 2025 | 2024 | ||||||||||||
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| % | N/A | |||||||||||||||||
| Less: | ||||||||||||||||||
| current portion | ||||||||||||||||||
| Long term portion | $ | $ | ||||||||||||||||
Debt Maturities
The following represents future maturities of the Company’s various debt arrangements as follows:
| Vehicle Notes | ||||
| For the Year Ending December 31, | Payable | |||
| 2026 | ||||
| 2027 | ||||
| Total | $ | |||
Note 6 – Fair Value of Financial Instruments
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.
The
Company did
Note 7 – Commitments and Contingencies
Operating Leases
The Company accounts for leases in accordance with ASC 842: Leases, which requires lessees to apply the right-of-use (ROU) model by recognizing a right-of-use asset and a lease liability for all leases with terms exceeding 12 months. Lease classification determines the pattern of expense recognition in the consolidated statement of operations:
| ● | Operating leases: Recognized on a straight-line basis as lease expense over the lease term. | |
| ● | Finance leases: Recognized with amortization of the ROU asset and interest expense on the lease liability. |
Lessors classify leases as sales-type, direct financing, or operating leases based on whether they transfer risks, rewards, and control of the asset (ASC 842-10-25-2):
| ● | If all risks, rewards, and control transfer, the lease is treated as a sale (sales-type lease). | |
| ● | If risks and rewards transfer but control does not, the lease is classified as financing. | |
| ● | If neither risks, rewards, nor control transfer, it is classified as an operating lease. |
| F-35 |
Lease Recognition and Measurement
The Company evaluates whether an arrangement contains a lease at inception and recognizes the lease in the financial statements upon lease commencement (the date the underlying asset is available for use). ROU assets represent the Company’s right to use an asset over the lease term, while lease liabilities reflect the present value of future lease payments.
At lease commencement:
| ● | ROU assets and lease liabilities are initially measured at the present value of lease payments. | |
| ● | The Company primarily uses its incremental borrowing rate (IBR) to determine the present value of lease payments, except when an implicit rate is readily determinable (ASC 842-20-30-3). | |
| ● | The IBR is based on market data, adjusted for credit risk and lease term. |
Practical Expedients and Lease Components
The Company applies certain practical expedients to simplify lease accounting:
| ● | Lease and non-lease components are combined for classification and measurement, except for direct sales-type leases and production equipment embedded in supply agreements (ASC 842-10-15-37). | |
| ● | Short-term leases (12 months or less, without purchase or renewal options) are not recorded on the balance sheet (ASC 842-20-25-2). |
Lease Term and Expense Recognition
| ● | Lease liabilities include options to extend or terminate when reasonably certain of exercise (ASC 842-10-55-26). | |
| ● | Operating lease expense is recognized on a straight-line basis over the lease term and reported under general and administrative expenses. | |
| ● | Variable lease payments based on an index/rate are initially measured using the rate at lease commencement, with differences expensed as incurred (ASC 842-10-30-5). |
Company Lease Commitments
As
of December 31, 2025, and 2024, the Company had
On
December 3, 2021, the Company entered into a lease agreement for
| ● | Lease
term: | |
| ● | Total
monthly payment: $ | |
| ● | Base
rent: $ | |
| ● | Initial
ROU asset recognized: $ |
The tables below present information regarding the Company’s operating lease assets and liabilities at December 31, 2025 and 2024, respectively:
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Operating lease - right-of-use asset | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liability | $ | $ | ||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
The components of lease expense were as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Operating lease costs | ||||||||
| Amortization of right-of-use operating lease asset | $ | $ | ||||||
| Lease liability expense in connection with obligation repayment | ||||||||
| Total operating lease costs | $ | $ | ||||||
| Supplemental cash flow information related to operating leases was as follows: | ||||||||
| Operating cash outflows from operating lease (obligation payment) | $ | $ | ||||||
| Right-of-use asset obtained in exchange for new operating lease liability | $ | $ | ||||||
| F-36 |
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total undiscounted cash flows | ||||
| Less: amount representing interest | ( | ) | ||
| Present value of operating lease liability | ||||
| Less: current portion of operating lease liability | ||||
| Long-term operating lease liability | $ | |||
Operating Leases – Related Party
On
August 1, 2023, the Company entered into a 48-month lease agreement for
| ● | Total
Monthly Payment: $ | |
| ● | Annual
Increase: The lease is subject to a | |
| ● | Initial
Right-of-Use (ROU) Asset: The Company recognized a non-cash ROU asset addition of $ |
Right-of-Use Asset - Lease Termination – Related Party
On October 1, 2024, the existing lease was terminated with no additional consideration paid for early termination. Additionally, no penalties were incurred. For financial accounting purposes, the transaction was insignificant.
New Right-of-Use Asset – Related Party
On
October 1, 2024, the Company signed a lease for
The
lease is subject to a
Future minimum lease payments under non-cancellable leases for the years ended December 31, were as follows:
| 2026 | $ | |||
| 2027 | ||||
| Total undiscounted cash flows | ||||
| Less: amount representing interest | ( | ) | ||
| Present value of operating lease liability | ||||
| Less: current portion of operating lease liability | ||||
| Long-term operating lease liability | $ |
Finance Leases – Sale-Leaseback
In
2025, the Company entered into a sale-leaseback arrangement with Equify Financial, LLC pursuant to Master Lease Agreement No. 17348L
dated May 29, 2025. Under the arrangement, the Company sold a fleet of fuel delivery trucks previously owned by the Company to Equify
Titling Trust LTD and simultaneously leased the trucks back from Equify Financial, LLC under four equipment lease schedules executed
between May and October 2025. The aggregate sale price across all four tranches was approximately $
Each
lease schedule carries a 36-month non-cancellable term, with monthly payments ranging from $
The right-of-use assets associated with these finance leases are included within transportation equipment on the balance sheet and are depreciated on a straight-line basis over a five-year useful life from each respective commencement date. Interest on the finance lease obligations is recognized using the effective interest method at the rate implicit in each lease.
The following table summarizes the key terms of each finance lease schedule as of December 31, 2025:
| Schedule | Commencement Date | Financed Cost | Monthly Payment | TRAC Residual | Remaining Term | |||||||||||
| 001 | May 29, 2025 | $ | $ | $ | ||||||||||||
| 002 | August 4, 2025 | $ | $ | $ | ||||||||||||
| 003 | August 29, 2025 | $ | $ | $ | ||||||||||||
| 004 | October 13, 2025 | $ | $ | $ | ||||||||||||
For
the year ended December 31, 2025, the Company recognized depreciation expense of approximately $
Employment Agreements
Year Ended December 31, 2024
During 2024, the Company executed employment agreements with certain of its officers and directors. These agreements contain various compensation arrangements pertaining to the issuance of stock and cash. The stock portion of the compensation contains vesting provisions and are expensed as earned.
Chief Technology Officer
In April 2023, the Company’s CTO was entitled to receive up to shares of common stock, subject to vesting provisions for services rendered. These shares had a fair value of $ on the grant date based upon the quoted closing trading price ($/share).
For
the year ended December 31, 2023, the CTO vested in shares of common stock, having a fair value of $. Additionally, the
remaining shares vest each in April 2025 and 2026, respectively. A corresponding expense totaling $
Total
expense recorded during the year ended December 31, 2024 for the CTO was $
Total expense recorded during the year ended December 31, 2025 for the CTO was $
This expense was recorded as a component of general and administrative expenses for the years ended December 31, 2025 and 2024, respectively.
Board Members
In 2025, the Company granted certain members of the board of directors an aggregate of shares of common stock having a fair value of $ on the grant date based upon the quoted closing trading price ($/share).
Additionally, the Company booked a liability for stock
payable to board members for $
| F-37 |
Contingencies – Legal Matters
NEXT/INGLE HOLDINGS, LLC, a Delaware limited liability company, and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC, a Delaware limited liability company v. GSPP HOLDCO III, LLC, a New York limited liability company and GREEN STREET POWER PARTNERS, LLC, a New York limited liability company, currently pending in the United States District Court Southern District of New York, Case No. 1:25-cv-9836
This litigation was filed by the Company’s subsidiary NEXT/INGLE HOLDINGS, LLC (“Next/Ingle”)and NEXT NRG OPS, LLC, f/k/a NEXTNRG, LLC (together with Next/Ingle, the “Next Plaintiffs”), alleging that the Next Plaintiffs purchased 100% of a project company from Green Street Power Partners, LLC (“GSPP”) and its affiliate for approximately $4.1 million to acquire the development rights for a solar and battery energy storage project located in Ingle, Florida. The transaction was premised on the understanding that the project would support a viable power purchase agreement with JEA, the community-owned electric utility serving Jacksonville, Florida (“JEA”), at a rate of approximately $49/MW, and that the project could connect to JEA’s infrastructure through existing easements for a “gen-tie” line. The Next Plaintiffs allege that defendants made and repeated these representations in the parties’ Letter of Intent (“LOI”) and Membership Interest Purchase Agreement (“MIPA”), while contractually restricting the Next Plaintiffs from contacting JEA directly and agreeing to keep the Next Plaintiffs updated regarding communications with JEA. The Next Plaintiffs further allege that defendants failed to disclose that, prior to closing, JEA had informed defendants that the proposed $49/MW pricing would not be acceptable, that JEA would not permit the project to utilize its easements for the proposed gen-tie line, and that new resource planning was underway, all of which allegedly undermined the feasibility and value of the project. According to the Next Plaintiffs, these facts were discovered only after closing when the Next Plaintiffs contacted JEA directly. The Next Plaintiffs thereafter demanded indemnification and reimbursement, which defendants allegedly refused, and the Next Plaintiffs commenced this action asserting claims for breach of the LOI, breach of the MIPA, fraud in the inducement, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, unjust enrichment, breach of fiduciary duty, and rescission, seeking damages including the return of the approximately $4.1 million paid, together with attorneys’ fees, interest, and punitive damages.
This matter is currently in its early stages and the pleadings have not yet closed. Defendants have filed a Motion to Dismiss, which has been fully briefed and is scheduled for oral argument on April 9, 2026[PW1] . The Next Plaintiffs intend to vigorously prosecute the action and will also consider a negotiated resolution to the extent any settlement reasonably compensates the Next Plaintiffs for the losses alleged to have been caused by defendants’ conduct. In the Complaint, the Next Plaintiffs seek damages of approximately $4.1 million, although the amount of damages claimed may fluctuate depending upon the evidence developed during discovery and any expert analysis relating thereto. Discovery has not yet commenced, and expert analysis concerning the nature and extent of the damages alleged in the Complaint has not yet been undertaken. Any estimate of potential damages will be further developed during the discovery process and with the assistance of qualified experts.
COHEN GLOBAL ENERGY LLC, a Delaware limited liability company v. NEXT/INGLE HOLDINGS LLC, Delaware limited liability company, and MICHAEL D. FARKAS, individually, currently pending in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case Number 2025-024817-CA-01
This
litigation alleges that on December 16, 2024, Next/Ingle executed a $
In addition, from time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and adverse results in matters may arise from time to time that may harm our business. As of the date of this Annual Report, we believe that there are no other claims against us which we believe will result in a material adverse effect on our business or financial condition.
Note 8 – Stockholders’ Equity (Deficit)
Change in Authorized Shares
On June 14, 2024, the Company’s Board of Directors approved an increase in authorized common stock from to shares. This increase was made to:
| ● | Support current and future equity financings, | |
| ● | Facilitate conversions of preferred stock into common stock, | |
| ● | Enable future stock-based compensation plans, and | |
| ● | Provide flexibility for potential mergers, acquisitions, and other corporate transactions. |
As of December 31, 2024, the Company had four (4) classes of stock, detailed as follows:
Preferred Stock (Undesignated)
The Company’s undesignated preferred stock provides flexibility for future corporate financing and strategic transactions.
| ● | Authorized Shares: | |
| ● | Issued & Outstanding: | |
| ● | Par Value: $ per share | |
| ● | Voting
Rights: | |
| ● | Ranking: Senior to all other classes of stock, including Series A and Series B Preferred Stock, unless otherwise designated | |
| ● | Dividends:
| |
| ● | Liquidation
Preference: | |
| ● | Redemption Rights: | |
| ● | Conversion
Rights: |
| F-38 |
The Board of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions of each series without further stockholder approval.
Convertible Preferred Stock – Series A
On August 16, 2024, the Company designated and issued Series A Convertible Preferred Stock as part of a debt-to-equity conversion.
| ● | Authorized Shares: | |
| ● | Issued & Outstanding: shares as of December 31, 2025 | |
| ● | Par Value: $ per share | |
| ● | Stated
Value: $ | |
| ● | Conversion Terms: |
| ○ | Fixed
conversion rate: | |
| ○ | Conversion price: |
| ■ | ||
| ■ | Results in a fixed number of common shares per preferred share |
| ○ | Total equivalent common shares at December 31, 2024: | |
| ○ | No variable number of shares are required for settlement | |
| ○ | (See Note 5 for detailed calculations.) |
| ● | Dividend Provisions: |
| ○ | ||
| ○ | Calculation: |
| ■ |
| ○ | No potential dilution beyond the fixed conversion amount |
| ● | Voting
Rights: | |
| ● | Liquidation
Preference: | |
| ● | Redemption Rights: | |
| ● | Derivative Liability Assessment: |
| ○ | Evaluated under ASC 815 (“Derivatives and Hedging”) | |
| ○ | The Series A Convertible Preferred Stock does not meet the definition of a derivative liability since its conversion feature is fixed and does not require a variable number of settlement shares. |
Convertible Preferred Stock – Series B
On October 1, 2024, the Company designated and issued Series B Convertible Preferred Stock as part of a structured financing transaction.
| ● | Authorized Shares: | |
| ● | Issued & Outstanding: shares as of December 31, 2025 | |
| ● | Par Value: $ per share | |
| ● | Stated
Value: $ | |
| ● | Conversion Terms: |
| ○ | Fixed
conversion rate: | |
| ○ | Conversion price: |
| ■ | ||
| ■ | Results in a fixed number of common shares per preferred share |
| ○ | Total equivalent common shares at December 31, 2024: | |
| ○ | No variable number of shares are required for settlement |
| ● | Dividend Provisions: |
| ○ | ||
| ○ | Calculation: |
| ■ |
| ○ | No potential dilution beyond the fixed conversion amount |
| F-39 |
| ● | Voting
Rights: | |
| ● | Liquidation
Preference: | |
| ● | Redemption Rights: | |
| ● | Derivative Liability Assessment: |
| ○ | Evaluated under ASC 815 | |
| ○ | The Series B Convertible Preferred Stock does not meet the definition of a derivative liability due to its fixed conversion price. |
Common Stock
| ● | Authorized Shares: | |
| ● | Issued & Outstanding: |
| ○ | shares as of December 31, 2025 | |
| ○ | shares as of December 31, 2024 |
| ● | Par Value: $ per share | |
| ● | Voting
Rights: | |
| ● | Dividends:
|
Summary of All Classes of Equity
The following table summarizes the various classes of equity the Company is authorized to issue at December 31, 2025.
| Stock | Authorized | Issued and Outstanding/ | Par | Stated | Conversion | Voting | Liquidation | Redemption | Derivative | |||||||||||||||||||||||||||
| Class | Shares | Designated | Value | Value | Ratio | Rights | Dividends | Preference | Rights | Liability | ||||||||||||||||||||||||||
| Preferred Stock | $ | |||||||||||||||||||||||||||||||||||
| Series A, Preferred | $ | $ | 4. | |||||||||||||||||||||||||||||||||
| Series B, Preferred | $ | $ | 4. | |||||||||||||||||||||||||||||||||
| Common | $ | |||||||||||||||||||||||||||||||||||
| F-40 |
Securities and Incentive Plans
The Company maintains stock-based compensation plans under which stock options, restricted stock, and other equity awards are granted to employees, directors, and consultants.
All issuances under these plans for the years ended December 31, 2025 and 2024 are disclosed in the consolidated financial statements.
Equity Transactions for the Year Ended December 31, 2025
Stock Issued for Cash and Warrants – Public Offering
On
February 18, 2025, the Company sold
The proceeds from the offering are expected to be used for:
● Expanding operations and infrastructure;
● Repaying outstanding debt; and
● Funding general corporate purposes, including working capital requirements
Additionally,
the Company granted the underwriter the option to purchase up to additional over-allotment shares of common stock at $
The
underwriter was also issued warrants for services rendered in connection with the offering, which will be accounted for as a
direct offering cost. These warrants are exercisable at $
Stock Issued for Services
In
the year ended December 31, 2025, the Company issued
shares of common stock to consultants for services rendered, having a fair value of $
Stock Issued as Loan Extension Fee
In
connection with the extension of loan #5, the Company was required to pay a fee of $
In
connection with the extension of loan #12, the Company was required to pay fees of
In
connection with the extension of loan #32, the Company was required to pay fees of
Stock Issued for Conversion of Accounts Payable
The
Company issued shares with a fair value of $ ($/share) to a vendor to settle accounts payable of $
| F-41 |
Stock Issued for Conversion of Notes Payable
The
Company issued shares of common stock to convert the remaining balance of $
The
Company issued shares of common stock to convert the flat-rate interest owed of $
The
Company issued shares of common stock to convert $
The
Company issued shares of common stock to convert $
The
Company issued
shares of common stock to convert $
The
Company issued shares of common stock to convert $
The Company issued
shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael D. Farkas, in connection with the
conversion of $
Stock Conversion – Related Party
On
September 18, 2025, the Company entered into a Stock Purchase Agreement with its Chief Executive Officer and Executive Chairman, Michael
D. Farkas, pursuant to which the Company agreed to issue
restricted shares of its common stock at a price of $
On December 2, 2025, the
Company issued shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael D. Farkas, in connection
with the conversion of $
Series B Convertible Preferred Stock – Distribution – Related Party
On February 13, 2025, immediately prior to the consummation of the common control merger, the Company effectuated a non-cash distribution of shares of Series B convertible preferred stock to its Chief Executive Officer, a related party. The transaction was executed in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and former holder of the Series B convertible preferred stock. Under this arrangement, the CEO had advanced personal funds to NextNRG LLC to facilitate the original acquisition of the shares on behalf of the Company.
As the transfer settled an internal capital funding obligation and involved no exchange of cash or services at the time of distribution, the transaction was accounted for as a capital contribution by a related party in accordance with ASC 505-10, Equity – Overall, and ASC 850-10, Related Party Disclosures. No gain or loss was recognized, and the Series B shares were recorded at par value, with the offset credited to additional paid-in capital.
The CEO meets the definition of a related party under ASC 850-10-20, which includes executive officers and entities under their control. Furthermore, in accordance with SAB Topic 5.G and Regulation S-X Rule 4-08(k), the Company has disclosed this transaction due to the material nature of the capital stock transfer and its occurrence with a related party.
This distribution did not impact the determination of net income (loss) available to common stockholders and was excluded from the calculation of earnings per share in accordance with ASC 260-10-45-59, as the issuance represented a capital transaction rather than an income or expense-generating event.
During the year ended December 31, 2025, shares of Series A Preferred Stock were converted into shares of common stock.
Series A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock
In accordance with the terms of the Company’s Series A convertible preferred stock and the Series B convertible preferred stock, the Company is required to accrue dividends on a quarterly basis. Similar to the Series A and Series B convertible preferred stock, dividends are accrued using a fixed conversion price. There are no other provisions that could result in a variable number of shares required for settlement in the future.
Additionally, the Company has considered relevant accounting guidance, and has determined that there are no provisions related to its dividends that would require derivative liability treatment.
At
December 31, 2025 and December 31, 2024, the Company had accrued dividends totaling $
| F-42 |
Equity Transactions for the Years Ended December 31, 2024
Stock Issued for Debt Issuance Costs – Related Party
The
Company issued shares of common stock in connection with the issuance of several notes payable (See Note 5), having a fair value
of $
This
lender (an entity controlled by the Company’s Chief Executive Officer) holds a greater than
Vesting of Employee Shares – Related Parties
The Company issued shares of common stock (par value of $) in connection with the vesting of shares previously granted in 2023 to various board directors. The effect of issuing these shares had no net effect of stockholder’s deficit as the share issuance was reflected at par value. The Company recorded $ of expense in 2024, related to the vesting of these shares in 2024.
The Company issued shares of common stock to various board directors for services rendered in 2024, having a fair value of $ ($/share), based upon the quoted closing trading price.
Total share based payments with board directors were $.
Also,
see Note 7 for the expense recorded in 2024 of $
Total share based payments with board directors and officers for the year ended December 31, 2024 totaled $.
Stock Issued for Services
The
Company issued shares of common stock to consultants for services rendered, having a fair value of $
Series B, Preferred Stock Issued for Cash – Related party
The
Company issued shares of Series B, preferred stock to a related party for $
The
related party holds a greater than
Common Stock Issued in Debt Conversion – Related party
The
Company converted all outstanding principal ($
Stock Issued to Settle Accounts Payable
The
Company issued shares of common stock to a vendor for services rendered, having a fair value of $
Series A, Preferred Stock Issued in Debt Conversion – Related party
On
August 16, 2024, the Company converted all outstanding principal ($
The
related party holds a greater than
See Note 5 regarding debt conversion and related loss on debt extinguishment.
| F-43 |
Series A and B – Preferred Stock Dividends Payable in Common Stock – Related Parties
In accordance with the terms of the Company’s Series A and B, Preferred stock, the Company is required to accrue dividends on a quarterly basis. Similar to the Series A and B, convertible preferred stock, dividends are accrued using a fixed conversion price. There are no other provisions that could result in a variable number of shares required for settlement in the future.
Additionally, the Company has considered relevant accounting guidance, and has determined that there are no provisions related to its dividends that would require derivative liability treatment.
The Company has calculated its dividends payable as follows:
| Series A - Convertible | Series B - Convertible | Total Dividends | ||||||||||
| Preferred Stock | Preferred Stock | Payable | ||||||||||
| Shares issued and outstanding | ||||||||||||
| Stated value per share | $ | $ | ||||||||||
| Dividend rate ( | % | % | ||||||||||
| Dividend shares due per year | ||||||||||||
| Market price - at issuance date | ||||||||||||
| Minimum price - | % | % | ||||||||||
| Conversion price | ||||||||||||
| Dividend shares due per quarter | ||||||||||||
| Equivalent common shares - per year | ||||||||||||
| Total dividend shares due - at reporting date | 31,703 | 21,7392 | 53,442 | |||||||||
| Market price - at issuance date (fixed rate) | ||||||||||||
| $ | $ | |||||||||||
| Fair value of dividends payable - at reporting date | $ | $ | $ | |||||||||
| F-44 |
Restricted Stock and Related Vesting
| Weighted Average | ||||||||
| Number of | Grant Date | |||||||
| Non-Vested Shares | Shares | Fair Value | ||||||
| Balance - December 31, 2023 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled/Forfeited | ||||||||
| Balance - December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled/Forfeited | ( | ) | ||||||
| Balance - December 31, 2025 | $ | |||||||
The Company has issued various equity grants to directors, officers, consultants and employees. These grants typically contain a vesting period of one to three years and require services to be performed in order for the shares to vest.
The Company determines the fair value of the equity grant on the issuance date based upon the quoted closing trading price. These amounts are then recognized as compensation expense over the requisite service period and are recorded as a component of general and administrative expenses in the accompanying unaudited consolidated statements of operations.
The Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate. Any unvested share-based compensation is reversed on the date of forfeiture, which is typically due to service termination.
At December 31, 2025, unrecognized stock compensation expense related to restricted stock was $, which will be recognized over a weighted-average period of .
During the year ended December 31, 2025, and 2024, the Company recognized compensation expenses of $ and $, respectively, related to the vesting of these shares.
Stock Options
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||
| Outstanding December 31, 2024 | $ | |||||||||||
| Granted | $ | |||||||||||
| Exercised | - | |||||||||||
| Forfeited/Cancelled | - | |||||||||||
| Outstanding December 31, 2025 | $ | |||||||||||
| Exercisable December 31, 2025 | $ | |||||||||||
| F-45 |
Year Ended December 31, 2025
The
Company granted
stock options, having a fair value of $. That is expensed over the vesting period. $
| Expected term (years) | ||||
| Expected volatility | % | |||
| Expected dividends | % | |||
| Risk free interest rate | % |
Warrants
Warrant activity for the years ended December 31, 2025 and 2024 are summarized as follows:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Number of | Exercise | Contractual | Intrinsic | |||||||||||||
| Warrants | Warrants | Price | Term (Years) | Value | ||||||||||||
| Outstanding - December 31, 2024 | $ | $ | ||||||||||||||
| Vested and Exercisable - December 31, 2024 | $ | $ | ||||||||||||||
| Unvested and non-exercisable - December 31, 2024 | $ | - | $ | |||||||||||||
| Granted | $ | 4.89 | 2.29 | $ | - | |||||||||||
| Exercised | - | - | $ | - | ||||||||||||
| Cancelled/Forfeited | ( | ) | $ | 4.96 | - | $ | - | |||||||||
| Outstanding - December 31, 2025 | $ | $ | ||||||||||||||
Note 9 – Asset Purchase Agreements
Yoshi, Inc.
In 2024, the Company executed an asset purchase agreement with Yoshi, Inc. In connection with this transaction, the Company acquired various vehicles as part of a growth and expansion plan.
The Company has access to and utilizes these vehicles for mobile fueling as part of its ongoing operations.
Since
the transaction did not close until February 2025, the payments made/due as of December 31, 2024, have been classified as a component
of deposit on future asset purchase totaling $
| F-46 |
Consideration for this asset purchase consisted of the following:
1
Cash - $
2
Common Stock – shares of common stock; having a fair value of $
3
Note Payable - $
1
At December 31, 2024, the Company had paid $
2 All shares were issued as of December 31, 2024
3
At December 31, 2024, the $
Shell
In
2024, the Company executed an asset purchase agreement with Shell Retail and Convenience Operations, d/b/a Shell TapUp and d/b/a Instafuel
(“Shell”) to purchase 73 vehicles ($
Right-of-Use Assets – Operating Leases - Shell
In
connection with the closing of the Shell transaction, the Company assumed certain operating leases (parking lots and offices) subsequent
to year end. These leases had commencement dates ranging from January – February 2025 ending between October 2028 – June
2029. Total payments over the remaining lease terms are approximately $
Note 10 – Intangible Assets
Acquisition of Stat-EI, Inc. (Business Combination)
In
January 2024, the Company acquired
In
2023, the Company paid a deposit of $
In
October 2024, without any additional extension payments required, the Company repaid the note plus accrued interest totaling $
The Company has accounted for this transaction as a business combination.
The table below summarizes the estimated fair value of the assets acquired and liabilities assumed:
| Consideration | ||||
| Cash | $ | |||
| Note payable | ||||
| Fair value of consideration transferred | $ | |||
| Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
| License agreements | $ | |||
| Trademarks/Tradenames | ||||
| Total assets acquired | ||||
| Total identifiable net assets | ||||
| Goodwill | $ | |||
| F-47 |
The valuation of the intangible assets acquired was based upon an independent third party valuation specialist.
At the time of acquisition, STAT had no revenues and historical losses from operations, it was deemed an immaterial acquisition and no additional financial reporting was required.
During the year ended December 31, 2025, the Company
recognized a loss on impairment for the remaining value of the intangibles related to the acquisition of Stat-EI in the amount of $
See Note 5 for discussion of these intangible assets acquired from STAT in exchange for debt.
Intangibles consisted of the following at December 31, 2025 and December 31, 2024, respectively:
| Estimated Useful | ||||||||||||
| Type | December 31, 2025 | December 31, 2024 | Lives (Years) | |||||||||
| License agreements | $ | $ | ||||||||||
| Tradenames/trademarks | ||||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||||||
| Intangibles – net | $ | $ | ||||||||||
Amortization
expense for the year ended December 31, 2025 and 2024 was $
Note 11 – Acquisition of Membership Interests in GSPP JEA Ingle FL, LLC – Accounted for as an Asset Acquisition – Solar Project Rights
In
December 2024, a disbursement of $
To
facilitate the acquisition, Next Holding formed Next/Ingle Holdings LLC, in which it holds a
| F-48 |
Next/Ingle
Holdings LLC obtained a $
Given the absence of a workforce, no substantive processes, and no outputs, GSPP JEA Ingle FL, LLC does not meet the definition of a business under ASC 805-10-20. Instead, the transaction qualifies as an asset acquisition, with the solar project representing a single identifiable asset under development.
Post-Acquisition Structure:
| ● | Next Holding |
 Formed Next/Ingle
Holdings LLC ( | |
| Retains unilateral
control over Next/Ingle Holdings LLC via operating agreement (this entity is consolidated with the Company and reflects a
non-controlling interest for the |
| ● | Next/Ingle Holdings LLC |
| Acquired | |
| Funded
acquisition via $ |
| ● | GSPP JEA Ingle FL, LLC |
| Holds rights to the
Bryceville, FL solar project |
During the year ended December 31, 2025, the Company
recognized an impairment loss on this project deposit of $
Note 12 – Segment Reporting
The
Company operates in
Mobile Fueling
The Company’s mobile fueling segment provides on-demand fuel delivery services through a growing fleet of fuel trucks operating across a national footprint. These operations serve commercial fleets and other customers, offering a more efficient, time-saving alternative to traditional fueling stations. The Company is integrating sustainable energy solutions into its fueling operations, with the goal of assisting customers in transitioning to electric vehicles and incorporating advanced technologies such as wireless EV charging to enhance service efficiency and support the adoption of clean energy.
Energy Infrastructure
The Company’s energy infrastructure segment focuses on the development, deployment, and operation of AI/ML-powered smart microgrids, solar energy systems, battery storage, and wireless EV charging solutions. These systems are designed to improve grid resiliency, optimize energy use, reduce costs, and increase access to reliable, sustainable power for commercial, industrial, municipal, and tribal customers. Revenue is generated primarily through power purchase agreements, leases, and technology licensing, with projects spanning utility-scale installations, community energy systems, and integration of distributed energy resources.
| F-49 |
The following tables present certain financial information related to our reportable segments:
| As of December 31, 2025 | ||||||||||||
| Energy | Mobile Fuel | |||||||||||
| Infrastructure | Delivery | Total | ||||||||||
| Cash | $ | $ | $ | |||||||||
| Accounts receivable – net | ||||||||||||
| Inventory | ||||||||||||
| Prepaids and other | ||||||||||||
| Property and equipment – net | ||||||||||||
| Operating lease - right-of-use asset | ||||||||||||
| Operating lease - right-of-use asset - related party | ||||||||||||
| Deposits | ||||||||||||
| Total Assets | $ | $ | $ | |||||||||
| As of December 31, 2024 | ||||||||||||
| Energy | Mobile Fuel | |||||||||||
| Infrastructure | Delivery | Total | ||||||||||
| Cash | ||||||||||||
| Accounts receivable - net | ||||||||||||
| Inventory | ||||||||||||
| Prepaids and other | ||||||||||||
| Property and equipment - net | ||||||||||||
| Intangible assets - net | ||||||||||||
| Deposit on future asset purchase | ||||||||||||
| Project Deposit | ||||||||||||
| Operating lease - right-of-use asset | ||||||||||||
| Operating lease - right-of-use asset - related party | ||||||||||||
| Deposits | ||||||||||||
| Total Assets | ||||||||||||
| For the Year Ended December 31, 2025 | ||||||||||||
| Energy | Mobile Fuel | |||||||||||
| Infrastructure | Delivery | Total | ||||||||||
| Sales - net | ||||||||||||
| Cost of sales | ||||||||||||
| General and administrative expenses | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Impairment loss | ||||||||||||
| Total costs and expenses | ||||||||||||
| Interest income | ||||||||||||
| Other income | ||||||||||||
| Gain (loss) on settlement of liabilities | ( | ) | ( | ) | ||||||||
| Interest expense (including amortization of debt discount) | ( | ) | ( | ) | ( | ) | ||||||
| Total other income (expense) - net | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| F-50 |
| For the Year Ended December 31, 2024 | ||||||||||||
| Energy | Mobile Fuel | |||||||||||
| Infrastructure | Delivery | Total | ||||||||||
| Sales - net | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Total costs and expenses | ( | ) | ( | ) | ( | ) | ||||||
| Interest income | ||||||||||||
| Other income | ||||||||||||
| Gain (loss) on settlement of liabilities | ( | ) | ( | ) | ||||||||
| Interest expense (including amortization of debt discount) | ( | ) | ( | ) | ||||||||
| Total other income (expense) - net | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
Note 13 – Income Taxes
The components of the deferred tax assets and liabilities at December 31, 2025 and 2024 were approximately as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Deferred Tax Assets | ||||||||
| Stock based compensation | $ | $ | ||||||
| Intangibles | ||||||||
| Net operating loss carryforward | ||||||||
| Lease liabilities | ||||||||
| Capitalized research expenditures | ||||||||
| Impairment loss | ( | ) | ||||||
| Bad debt reserve | ||||||||
| Other | ||||||||
| Total deferred tax assets | ||||||||
| Deferred Tax Liabilities | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Prepaid assets | ( | ) | ( | ) | ||||
| Right-of-Use asset | ( | ) | ( | ) | ||||
| Total deferred tax liabilities | ( | ) | ( | ) | ||||
| Deferred Tax Assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax asset - net | $ | $ | ||||||
The components of the income tax benefit and related valuation allowance for the years ended December 31, 2025 and 2024 were as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Current | $ | $ | ||||||
| Deferred | ( | ) | ( | ) | ||||
| Total income tax provision (benefit) | ( | ) | ( | ) | ||||
| Less: valuation allowance | ||||||||
| $ | $ | |||||||
A reconciliation of the provision for income taxes for the years ended December 31, 2025 and 2024 as compared to statutory rates is as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Federal income tax expense (benefit) - | $ | ( | ) | $ | ( | ) | ||
| State income tax expense (benefit) - | ( | ) | ( | ) | ||||
| Permanent differences - net | ||||||||
| Deferred adjustments | ||||||||
| Change in valuation allowance | ( | ) | ||||||
| Income tax expense (benefit) | $ | ( | ) | $ | ||||
Federal net operating loss carry forwards at December 31, 2025 and 2024 were approximately as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| $ | $ | |||||||
The Company reviews its filing positions for all open tax years in all U.S. Federal and State jurisdictions where the Company is required to file. The tax years subject to examination include the years 2021 and forward.
There are no uncertain tax positions that would require recognition in the consolidated financial statements. If the Company incurs an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors.
| F-51 |
Note 14 - Subsequent Events
Subsequent to December 31, 2025, the Company had the following transactions:
In
January 2026, the Company terminated its At-the-Market Sales Agreement with ThinkEquity, H.C. Wainwright, and Roth Capital Partners,
effective January 17, 2026, and indicated no immediate plans for a replacement ATM program. The Company also raised modest equity capital
through a series of private stock purchase agreements, selling an aggregate of approximately shares for total proceeds of approximately
$
In
March and April 2026, the Company undertook a series of debt restructuring and new financing activities. On March 9, 2026, it entered
into a Future Receivables Sale and Purchase Agreement, selling
On
March 11, 2026, the Company issued shares of common stock at $ per share to a noteholder in exchange for the forgiveness
of $
On
April 1, 2026, the Company issued a senior secured convertible promissory note in favor of Leviston Resources, LLC (“Leviston”)
in the face amount of $
The
Leviston note is convertible into shares of the Company’s common stock only upon and following an Event of Default (as defined
in the Leviston note), at the option of Leviston. Upon an Event of Default, Leviston may convert any portion of the outstanding principal,
accrued interest, default interest, and a fixed conversion fee of $
The Leviston note contains an equity blocker that prohibits Leviston from converting the Leviston note if such conversion would result in Leviston and its affiliates beneficially owning more than 4.99% of the Company’s outstanding common stock; provided, however, that Leviston may elect to increase this limitation to 9.99% upon 61 days’ prior notice to the Company, or immediately if Leviston is not subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended.
In addition, the Leviston note contains a hard cap on the number of shares issuable to Leviston at 19.99% of the outstanding shares. Pursuant to the terms of the Leviston note, the parties agreed that, notwithstanding any other conversion, adjustment or other provision, the Company may not issue a cumulative number of shares of common stock to Leviston and its affiliates pursuant to the Leviston note and the other transaction documents that would exceed the 19.99% limitation set forth in the Nasdaq Stock Market’s (“Nasdaq”) Listing Rule 5635(d), unless the Company obtains stockholder approval to exceed such threshold in accordance with Nasdaq rules.
The Company may prepay the Leviston note at any time prior to October 1, 2026; provided, however, that (i) if the prepayment date occurs within 60 days of April 1, 2026, the Company must pay Leviston the outstanding principal amount, all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and any other amounts due under the Leviston note, with no prepayment premium; and (ii) if the prepayment date occurs after 60 days from April 1, 2026, the Company must pay Leviston 110% multiplied by the sum of (a) the outstanding principal amount, (b) all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and (c) any other amounts due under the Leviston note.
The Leviston note contains customary Events of Default, the occurrence of which grant Leviston, among other things, the right to accelerate the entire unpaid balance of the Leviston note. Upon the occurrence of an Event of Default, the Leviston note provides that, among other things, all outstanding obligations under the Leviston note and related transaction documents, including principal, accrued interest, monitoring fees, and legal expenses, will automatically increase to 150% of the then-outstanding balance. Additionally, all outstanding obligations will accrue interest at a default rate equal to the lesser of 18% per annum or the maximum rate permitted by law.
On April 1, 2026, in connection with the issuance of the Leviston note, the Company and Leviston entered into the Leviston Security Agreement. Pursuant to the terms of the Leviston Security Agreement, the Company granted to Leviston a continuing, first-priority security interest in substantially all of its assets to secure the prompt payment and performance of its obligations under the Leviston note and related transaction documents. The collateral includes, but is not limited to, the Company’s accounts, inventory, equipment, general intangibles, deposit accounts, and 100% of the equity interests in the Company’s directly owned subsidiaries (the “Pledged Equity”). The Company is subject to negative covenants that, subject to certain exceptions, prohibit the sale, lease, or encumbrance of the collateral without Leviston’s prior written consent. Upon the occurrence and during the continuance of an Event of Default, Leviston may, among other remedies: (i) accelerate all obligations and take possession of the collateral; (ii) exercise all voting and consensual rights pertaining to the Pledged Equity; (iii) appoint a receiver over the Company’s assets; and/or (iv) sell the collateral at public or private sales to satisfy the outstanding debt.
The security interest will terminate only upon the full satisfaction or termination of the Company’s obligations under the Leviston note.
On
April 7, 2026, the Company entered into a Business Loan and Security Agreement, dated as of April 1, 2026, with Cashera Private Credit
Inc., providing for a term loan in the principal amount of $
On March 16, 2026, the Company received written notice (the “Bid Price Notice”) from the Nasdaq Listing Qualifications Department (the “Nasdaq Staff”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market under the symbol “NXXT,” and the Company is currently monitoring the closing bid price of its common stock and evaluating its alternatives, if appropriate, to resolve the deficiency and regain compliance with this rule.
The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice indicated that the Company will be provided 180 calendar days, or until September 14, 2026, in which to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $ per share for a minimum of 10 consecutive business days, the Nasdaq Staff will provide the Company with written confirmation of compliance and the matter will be closed.
Alternatively, if the Company fails to regain compliance with the Minimum Bid Price Requirement prior to the expiration of the 180 calendar day period, but meets the continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement.
There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with the other listing requirements. The Company is considering actions that it may take in response to the Bid Price Notice in order to regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time.
| F-52 |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
As of December 31, 2025, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has conducted, with the participation of our Principal Executive Officer and our Principal Accounting Officer, an assessment, including testing of the effectiveness, of our internal control over financial reporting as of Evaluation Date. Management’s assessment of internal control over financial reporting was conducted using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 Framework).
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, Management identified the following three material weaknesses that have caused management to conclude that, as of December 31, 2025, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:
1. We do not have a formal policy or written procedures for the approval, identification and reporting of related-party transactions. Our controls are not adequate to ensure that all material transactions and developments with related parties will be properly identified, approved and reported. In our assessment of our disclosure controls and procedures, management evaluated the impact of our failure to have policies and procedures for the identification, approval and reporting of related-party transactions and has concluded that the control deficiency that resulted represented a material weakness.
2. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. In our assessment of our disclosure controls and procedures, management evaluated the impact of our failure to have written documentation of our internal controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
3. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. In our assessment of our disclosure controls and procedures, management evaluated the impact of our failure to have segregation of duties and has concluded that the control deficiency that resulted represented a material weakness.
To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report are fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Remediation of Material Weaknesses
To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.
We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended December 31, 2025, management identified a material weakness in our internal control over financial reporting, as further described in Item 9A of this Annual Report. This material weakness has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
(a) None.
(b)
During the fiscal quarter ended December 31, 2025, none of our officers or directors informed us of the
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth the names and ages of all of our directors and executive officers. Our Board of Directors is currently comprised of five members, who are elected annually to serve for one year or until their successor is duly elected and qualified, or until their earlier resignation or removal. Executive officers serve at the discretion of the Board of Directors and are appointed by the Board of Directors.
| Name | Age | Position | ||
| Michael Farkas | 54 | Chief Executive Officer, Executive Chairman and Director | ||
| Joel Kleiner | 37 | Chief Financial Officer | ||
| Arif Sarwat | 52 | Chief Technology Officer | ||
| Daniel Arbour | 42 | Director | ||
| Jack Leibler | 86 | Director | ||
| Bennet Kurtz | 65 | Director | ||
| Sean Oppen | 51 | Director |
Executive Biographies
The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers are as follows:
Michael Farkas
Mr. Farkas has served as our Chief Executive Officer and Executive Chairman since February 2025. He is the founder and former Executive Chairman and CEO of Blink Charging Co. (NASDAQ: BLNK), and is the founder and, since 1997, managing director of The Farkas Group, a privately held investment firm. In addition, Mr. Farkas was also the Founder, Chairman and Chief Executive Officer of the Atlas Group, where its subsidiary, Atlas Capital Services, a broker-dealer, successfully raised capital for numerous public and private clients. Over the last 32 years, Mr. Farkas has established a successful track record as a principal investor across a variety of industries. From 2016 to 2025, Mr. Farkas has served as CEO and director of Balance Labs Inc (OTC: BLNC). In 2025, he transitioned to chairman of the board.
Joel Kleiner
Mr. Kleiner has been the Chief Financial Officer of NextNRG since February 2025. From October 2021 to December 2022, Mr. Kleiner served as a Director of Finance at Torii Software, and from January 2023 to July 2024. Mr. Kleiner served as the VP of Finance at Torii Software where he takes the lead in financial strategy and planning initiatives as a member of the leadership team, partnering with leaders to develop and execute comprehensive financial plans aligned with corporate objectives. From June 2019 to March 2021, Mr. Kleiner served as a controller of Stella Connect (which was acquired by Medallia Inc. in September of 2022) and from March 2021 to September 2021, he served as the B2B SaaS Customer Feedback and Quality Assurance at Stella Connect. Mr. Kleiner has also previously served as a Financial Analyst at the Government of Israel Ministry of Finance Economic Mission in the US from July 2013 to July 2015 and served as an Accounting Technician at the SEC from January 2013 to June 2013. Mr. Kleiner is a Certified Public Accountant in the state of New York.
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Dr. Arif Sarwat
Dr. Sarwat has been the CTO of NextNRG since February 2025. Dr. Sarwat is also a Professor and Eminent Scholar Chair in Electrical Engineering at Florida International University. Dr. Sarwat has worked at Florida international university since 2012, starting as an assistant professor. Dr. Sarwat is a globally recognized expert in smart grids, power systems, and energy resilience. He serves as Director of the FPL-FIU Solar Research Facility, a flagship collaboration with Florida Power & Light focused on advancing grid modernization and clean energy deployment. With more than 15 years of academic and industry experience, Dr. Sarwat has played a leading role in the design and implementation of intelligent energy infrastructure. Prior to joining FIU, he spent nine years at Siemens, advising large customers on advanced energy technologies, financial analysis, and large-scale program execution. Dr. Sarwat has led and advised multiple high-profile, U.S. Department of Energy–funded smart grid initiatives, among the largest grid modernization programs in the United States. His work spans AI-driven energy systems, microgrids, grid cybersecurity, and critical infrastructure protection, bridging advanced research with real-world deployment.
Daniel Arbour
Mr. Arbour has served as a member of our Board of Directors since February 2023. He has over 16 years of experience in building multi-disciplinary high performance work teams and working with board members to ensure corporate and organizational deliverables are established. From 2018 to 2022, Mr. Arbour was the CEO of Shell TapUp, a mobile fueling company, where he managed other executives and more than 300 employees in cross-functional roles.
Jack Leibler
Mr. Leibler has served as a Director since August 2023. He previously served as an adjunct professor at New York University. In 1964, Mr. Leibler graduated from Yale Law School and was admitted to the state bar of New York in 1965. From 1965 to 1972, Mr. Leibler worked at various law firms. From 1972 to 1998, Mr. Leibler was employed at the Port Authority of New York and New Jersey, where he was involved in several large-scale programs. Upon retiring from the Port Authority of New York and New Jersey, Mr. Leibler began a consulting company, consulting large private interests through 2013. Since 2016, Mr. Leibler has been retired.
Bennett Kurtz
Mr. Kurtz has been a Director since August 2023. He has been president and chief executive officer of Kurtz Financial Group, a privately held venture capital/investment banking firm, since July 2001. From January 2020 to March 2023, Mr. Kurtz was the CFO of First Phosphate Corp., he now serves as the chief administrative officer.
Sean Oppen
Mr. Oppen has been a member of our Board of Directors since August 2023. He has also been a managing member of Strategic Exchange Management, LLC since 2002. Mr. Oppen has experience in evaluating international investment and lending opportunities in small to medium sized businesses.
Family Relationships and Other Arrangements
There are no family relationships among our directors and executive officers. Other than as set forth above, there are no arrangements or understandings between or among our executive officers and directors pursuant to which any director or executive officer was or is to be selected as a director or executive officer.
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Involvement in Certain Legal Proceedings
To our knowledge, during the last 10 years, none of our directors or executive officers (including those of our subsidiaries) have:
| ● | had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| ● | been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses; | |
| ● | been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; | |
| ● | been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; and | |
| ● | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Director Independence
Each of Messrs. Leibler, Kurtz, and Oppen is “independent” within the meaning of Nasdaq Rule 5605(b)(1).
The definition of “independent director” included in the Nasdaq rules includes a series of objective tests, such as that the director is not an employee of the Company, has not engaged in various types of specified business dealings with the Company, and does not have an affiliation with an organization that has had specified business dealings with the Company. Consistent with the Company’s corporate governance principles, the Board’s determination of independence is made in accordance with the Nasdaq rules, as the Board has not adopted supplemental independence standards. As required by the Nasdaq rules, the Board also has made a subjective determination with respect to each director that such director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), even if the director otherwise satisfies the objective independence tests included in the definition of an “independent director” in the Nasdaq rules.
To facilitate this determination, annually each director completes a questionnaire that provides information about relationships that might affect the determination of independence. Management provides the Corporate Governance and Nominating Committee and our Board with relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories permitted under the director independence guidelines.
Board Leadership Structure
Our Board believes it is important to retain flexibility in allocating the responsibilities of the CEO and Chairman of the Board in any way that is in the best interests of our Company based on the circumstances existing at a particular point in time. Accordingly, we do not have a strict policy on whether these roles should be served independently or jointly. Currently, Mr. Farkas serves as our Chief Executive Officer and Executive Chairman. We do not have a separate Lead Independent Director.
The Board’s Role in Risk Oversight
The Board as a whole actively oversees management of the Company’s risks and looks to its audit committee, as well as senior management, to support the Board’s oversight role. The Company’s Audit Committee assists with oversight of financial risks. The full Board regularly receives information through committee reports and from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, technical and strategic risks.
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Meetings and Committees of the Board of Directors
Our business, property and affairs are managed under the direction of our Board of Directors. Our Board of Directors provides management oversight, helps guide the Company on strategic planning and approves the Company’s operating budgets. Our independent directors meet regularly in executive sessions. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other officers and employees, by reviewing materials provided to them, by visiting our offices and by participating in meetings of the Board and its committees.
Our Board holds regularly scheduled quarterly meetings. In addition to the quarterly meetings, typically there is at least one other regularly scheduled meeting and other communication each year.
Board Committees
Our Board has established an Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee.
Each of the above-referenced committees operates pursuant to a formal written charter. The charters for these committees, which have been adopted by our Board, contain a detailed description of the respective committee’s duties and responsibilities and are available on our website at https://nextnrg.com/ under the “Investors – Governance” tab.
Below is a description of each committee of the Board of Directors. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee meet the independence requirements under Nasdaq’s listing standards and each member is free of any relationship that would interfere with his individual exercise of independent judgment.
Audit Committee
The Audit Committee assists the Board of Directors in its oversight of the integrity of the Company’s accounting, auditing, and reporting practices. The Audit Committee’s responsibilities include: (1) to select and retain the Company’s independent auditors, (2) to approve all audit, and permitted non-audit and tax services that may be provided by the independent auditors, and establish policies and procedures for pre-approval of permitted services by the Company’s independent auditors or other registered public accounting firms on an on-going basis, (3) to review and discuss with the Company’s independent auditors and management the Company’s annual audited financial statements (including the related notes), (4) to recommend to the Board that the audited financial statements and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section be included in the Company’s Annual Report on Form 10-K and whether the Annual Report on Form 10-K should be filed with the SEC; and to produce the audit committee report required to be included in the Company’s proxy statement, (5) to review and discuss with the Company’s independent auditors and management the Company’s quarterly financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section to be included in the Company’s quarterly report on Form 10-Q before the Form 10-Q is filed; and to review and discuss the Form 10-Q for filing with the SEC, (6) to review and discuss with management and the Company’s independent auditors, the Company’s earnings press releases, and (7) to establish and oversee the Company’s anonymous complaint policy contained within the Company’s Code of Business Conduct and Ethics regarding the confidential, anonymous submission by employees of reports regarding questionable accounting practices, internal accounting controls or auditing matters and the investigation, disposition and retention of such reports.
The Audit Committee is comprised of three directors appointed by the Board of Directors: Messrs. Kurtz (Chairman), Leibler and Oppen. Each of the Audit Committee members satisfies the independence and financial management expertise requirements of Nasdaq’s listing standards.
The Board of Directors has determined that Mr. Kurtz is an “audit committee financial expert” within the meaning of Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d)(5) of Regulation S-K. For a description of Mr. Kurtz’s relevant experience, please see his biographical information above.
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Compensation Committee
Our Board formed a Compensation Committee comprised of members who are “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code. They are also “independent” directors within the meaning of Nasdaq Rule 5605(b)(1). The Compensation Committee’s responsibilities include: (1) to review and approve all corporate goals and objectives applicable to the compensation of the CEO, evaluate annually the CEO’s performance in light of those goals and determine and approve the CEO’s compensation level based on its evaluation, (2) to review and approve compensation of all other executive officers, (3) to review, approve incentive compensation and equity based plans and administer the Company’s incentive compensation and equity based plans, (4) to review and discuss with management the Company’s compensation discussion and analysis and recommend inclusion in the Company’s annual report and proxy statement, (5) to review and approve any employment agreements, severance agreements or plans for the CEO and other executive officers, (6) to determine stock ownership guidelines for the CEO or other executive officers and monitor compliance with such guidelines, (7) to review and recommend to the Board for approval the frequency with which the Company will conduct say-on-pay votes and review and approve the proposals regarding the say-on-pay vote and the frequency of the say-on-pay vote to be included in the Company’s proxy statement, and (8) to review all director compensation and benefits.
Messrs. Kurtz, Leibler and Oppen (Chairman) serve as members of the Compensation Committee.
Corporate Governance and Nominating Committee
Our Board has established a Corporate Governance and Nominating Committee. The committee is required to be comprised of entirely “independent” directors within the meaning of Nasdaq Rule 5605(b)(1). The responsibilities of the Corporate Governance and Nominating Committee include: (1) to determine the qualifications, skills and other expertise required to be a director of the Company and recommend to the Board for approval, a set of criteria to be considered in selecting nominees for directors (2) to identify and recommend candidates for nomination as members of the Board of Directors and its committees, (3) to develop and recommend to the Board a set of corporate governance guidelines, (4) to develop and recommend to the Board for approval a set of corporate governance guidelines applicable to the Company and to review these principals annually, (5) to oversee the Company’s corporate governance practices and procedures, (6) to develop a process for annual evaluations of the Board and its committees, (7) to review the Board’s committee structure and composition, (8) to identify, and make recommendations regarding the selection of candidates to fill any vacancy on the Board, (9) to develop and recommend to the Board for approval standards for determining whether a director has a relationship with the Company that would impair its independence, (10) to review and discuss with management disclosure of the Company’s corporate governance practices, including information regarding the operations of the Committee and other Board committees, director independence and the director nominations process, (11) to monitor compliance with the Company’s Code of Business Conduct and Ethics, and (12) to develop and recommend to the Board for approval a CEO succession plan.
Messrs. Kurtz, Leibler (Chairman) and Oppen serve as members of the Corporate Governance and Nominating Committee.
The Chair and members of each committee of the Board are summarized in the table below:
| Name | Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | |||
| Bennett Kurtz – (Independent) | Chair | Member | Member | |||
| Jack Leibler – (Independent) | Member | Chair | Member | |||
| Sean Oppen – (Independent) | Member | Member | Chair |
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Consideration of Director Nominees
We seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Corporate Governance and Nominating Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Corporate Governance and Nominating Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees.
The Corporate Governance and Nominating Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties.
When considering director candidates, the Nominating and Governance Committee will evaluate multiple factors in assessing their qualification. A candidate must have extensive and relevant leadership experience including an understanding of the complex challenges of enterprise leadership. An appropriate candidate will have gained appropriate experience and education in some or all of the key areas below.
| ● | Relevant Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Company’s business and/or served as the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a public corporation, with a background in marketing, finance and/or business operations. | |
| ● | Operating in a Regulated Industry – Director candidates will have experience working in a highly regulated industry, such as pharmaceutical, medical device or health care. | |
| ● | Corporate Governance Experience. Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. | |
| ● | Education. Generally, it is desirable that a Board candidate should hold an undergraduate degree from a respected college or university and in relevant fields of study. |
When further considering director candidates, personal attributes and characteristics will be considered. Specifically, these should include the following:
| ● | Personal. Director candidates should be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as representatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Company’s public interest commitments, such as education, the environment and welfare of the communities in which we operate. | |
| ● | Individual Characteristics. Director candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates. | |
| ● | Availability. Director candidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally, therefore, the candidate should not have more than three other corporate board memberships. | |
| ● | Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company. |
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Implications of Being a Controlled Company
The Company is a “controlled company” within the meaning of the applicable rules of Nasdaq. Michael D. Farkas, our Chief Executive Officer and Executive Chairman, is the holder and the beneficial owner of approximately 48.7% of the Company’s common stock and therefore controls a majority of the voting power of the Company’s outstanding common stock and accordingly, he has the ability to determine all matters requiring approval by stockholders. As a “controlled company” within the meaning of the applicable rules of Nasdaq, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:
| ● | that a majority of the board consists of independent directors; | |
| ● | for an annual performance evaluation of the nominating and corporate governance and compensation committees; | |
| ● | that the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and | |
| ● | that the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibility. |
While the Company does not intend to rely on these exemptions, the Company may use these exemptions now or in the future. As a result, the Company’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Code of Conduct
The Company has adopted a Code of Conduct, which is available on our website at https://investors.nextnrg.com/governance/documents.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company. Based solely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with the Securities and Exchange Commission, the following persons filed the following number of transactions on Section 16 beneficial ownership disclosure filings late for transactions:
| ● | Mr. Daniel Arbour filed one Form 4 late with respect to three transactions. |
| ● | Mr. Jack Liebler filed one Form 4 late with respect to one transaction. |
| ● | Mr. Michael D. Farkas filed one Form 4 late with respect to one transaction. |
Item 11. Executive Compensation
Executive Compensation Objectives and Practices
We designed our executive officer compensation program to attract, motivate and retain key executives who drive our success. We strive to have pay reflect our performance and align with the interests of long-term stockholders, which we achieve with compensation that:
| ● | Provides executives with competitive compensation that maintains a balance between cash and stock compensation, encouraging our executive officers to act as owners with an equity stake in our company; |
| ● | Ties a significant portion of total compensation to achievement of the Company’s business goals such as revenue, and Adjusted EBITDA targets; |
| ● | Enhances retention by having equity compensation subject to multi-year vesting; and |
| ● | Does not encourage unnecessary and excessive risk taking. |
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We evaluate both performance and compensation to ensure the Company maintains its ability to attract and retain superior employees in key positions and compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of other companies our size.
Elements of Executive Compensation
Our compensation for senior executive officers generally consists of the following elements: base salary; performance-based incentive compensation determined primarily by reference to objective financial operating criteria; long-term equity compensation in the form of stock options and restricted stock; and employee benefits that are generally available to all our employees.
Base Salary
The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. It is our policy to set base salary levels taking into account a number of factors, such as annual revenue, the nature of the mobile fueling business, the structure of other comparable companies’ compensation programs and the availability of compensation information. When setting base salary levels, in a manner consistent with the objectives outlined above, the Board considers our performance, the individual’s breadth of knowledge and performance and levels of responsibility. In determining salaries, we did not engage compensation consultants.
Annual Performance-Based Incentive Compensation
Our performance-based incentive compensation program is designed to compensate executives when financial performance goals are achieved. Executives have the opportunity to earn annual cash compensation equal to a percentage of their base salary.
Long-Term Incentive Compensation – Equity Compensation
Our executive officers are eligible for stock awards. We believe that stock awards give executives a significant, long-term interest in our success, help retain key executives in a competitive market, and align executive interests with stockholder interests and long-term performance of the Company. We have granted options as well as restricted stock under our 2023 Equity Incentive Plan . Stock awards also provide each individual with an added incentive to manage the Company from the perspective of an owner with an equity stake in the business. Moreover, the vesting schedule (which is generally three years for employees and one year for non-employee directors, although this may vary at the discretion of the Compensation Committee) encourages a long-term commitment to the Company by our executive officers and other participants. Each year the Compensation Committee reviews the number of shares owned by, or subject to options held by, each executive officer, and additional awards are considered based upon the executive’s past performance, as well as anticipated future performance, of the executive officer. The Compensation Committee continues to believe that equity compensation should be an important element of the Company’s compensation package.
Typically, we have awarded stock options and restricted stock to executives upon joining the Company and thereafter grants may be at the discretion of the Board, a role that will be assumed by our compensation committee on a going forward basis. Generally, options are priced at the closing price of the Company’s common stock on the date of each grant, or, in the case of new employees, on such a later date as the employee joins the Company. We also have granted restricted stock to members of the Board of Directors and executive officers from time to time.
We do not have a formal written policy relating to the timing of equity awards. We encourage, but we do not require, that our executive officers own stock in the Company.
Retirement and Other Benefits
All eligible employees in the United States are automatically enrolled in our 401(k) plan.
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Perquisites and Other Personal Benefits
Section 162(m) of the Internal Revenue Code limits the Company deduction for federal income tax purposes to no more than $1 million of compensation paid to each of the named executive officers in a taxable year.
2025 Summary Compensation Table
The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2025 and 2024, respectively:
| Executive Name | Year | Salary | Bonus | Option Awards | Stock Awards (1) | All Other Compensation (2) | Total | |||||||||||||||||||||
Michael D. Farkas | 2025 | $ | - | $ | - | $ | - | $ | - | $ | 10,164 | $ | 10,164 | |||||||||||||||
| Chief Executive Officer (3) | 2024 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | ||||||||||||||||
| Arif Sarwat | 2025 | $ | 218,364 | $ | - | $ | - | $ | - | $ | - | $ | 218,364 | |||||||||||||||
| Chief Technology Officer (4) | 2024 | $ | 203,747 | $ | - | $ | - | $ | - | $ | - | $ | 203,747 | |||||||||||||||
| Joel Kleiner | 2025 | $ | 228,080 | $ | - | $ | 901,332 | $ | - | $ | 34,228 | $ | 1,163,640 | |||||||||||||||
| Chief Financial Officer (5) | 2024 | $ | 107,945 | $ | - | $ | - | $ | - | $ | 15,084 | $ | 123,029 | |||||||||||||||
| Yehuda Levy | 2025 | |||||||||||||||||||||||||||
| Former Interim Chief Executive Officer (6) | 2024 | 196,154 | - | - | - | 46,465 | 242,619 | |||||||||||||||||||||
| 1 | Represents the aggregate grant date fair value of stock options, accounted for in accordance with ASC 718. The assumptions made in the valuations of these option awards are included in the accompanying consolidated financial statements. |
| 2 | During the year ended December 31, 2025 and 2024, the Company paid medical, dental, and vision benefits as well as made matching 401(k) contributions on behalf of the named executives herein. |
| 3 | Mr. Farkas became the Company’s Chief Executive Officer and Executive Chairman on February of 2025. |
| 4 | Mr. Sarwat became the Company’s Chief Technology Officer on February of 2025. |
| 5 | Mr. Kleiner became the Company’s Chief Financial Officer on February of 2025. |
| 6 | Mr. Levy ceased to be the Company’s Interim Chief Executive Officer on February 13, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2025 and 2024, respectively:
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||
| Name | Grant Date | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options |
Option Exercise Price |
Option Expiration Date |
Number of shares of stock that have not vested | Market value of shares of stock that have not vested | Equity incentive plan awards: number of unearned Shares | Equity incentive plan awards: market or payout value of unearned shares | ||||||||||||||||||||||
| Joel Kleiner (1) | April 9, 2025 | $ | 722,290 | $ | 2.60 | Various | - | $ | - | - | $ | - | ||||||||||||||||||
| 1 | The Company granted 1,143,000 options. At December 31, 2025, 285,750 shares were fully vested. The balance of 857,250 shares are expected to vest over the next 3 years. |
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EQUITY COMPENSATION PLAN INFORMATION
The following table contains summary information as of December 31, 2025 concerning the Company’s 2022 Equity Incentive Plan and 2023 Equity Incentive Plan. All of the Plans were approved by the stockholders.
| Equity Compensation Plans Approved by Security Holders | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of shares remaining available for future issuance under equity compensation plan | |||||||||
| 2023 Equity Incentive Plan | 4,307,000 | 2.60 | 2,101,451 | |||||||||
2025 Director Compensation Table
The following table provides the total compensation for each person who served as a non-employee member of our Board of Directors during the fiscal year ended December 31, 2025, including all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion or all of fiscal year 2025.
| Name | Fees earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-equity incentive plan Compensation | Nonqualified deferred compensation earnings | All other compensation | Total ($) | |||||||||||||||||||||
| Daniel Arbour | $ | - | $ | 385,000 | $ | - | $ | - | $ | - | $ | - | $ | 385,000 | ||||||||||||||
| Bennett Kurtz | $ | 18,000 | $ | 385,000 | $ | - | $ | - | $ | - | $ | - | $ | 403,000 | ||||||||||||||
| Jack Leibler | $ | 14,000 | $ | 385,000 | $ | - | $ | - | $ | - | $ | - | $ | 399,000 | ||||||||||||||
| Sean Oppen | $ | 17,500 | $ | 385,000 | $ | - | $ | - | $ | - | $ | - | $ | 402,500 | ||||||||||||||
| $ | 49,500 | $ | 1,540,000 | $ | - | $ | - | $ | - | $ | - | $ | 1,589,500 | |||||||||||||||
| 1 | Represents amounts accrued that remained unpaid as of December 31, 2025. |
| 2 | These stock awards had a grant date fair value of $385,000 each, payable in common stock. All awards were fully vested on the grant date. The valuation of these awards was determined at the annual board meeting. |
| As it pertains to stock based awards, the members shall not sell any shares of the Company’s common stock they receive for six-months (6) from receipt of such shares. The agreement also provides that the Company will reimburse the director’s reasonable documented expenses relating to the director’s attendance at meetings of the board and reasonable out of pocket expenses incurred in connection with the performance of the director’s duties as a member of the board. We do not provide any deferred compensation, health or other personal benefits to our directors. We reimburse each director for reasonable out-of-pocket expenses incurred to attend Board and Committee meetings. |
Additionally, members are paid for their participation on various committees as follows:
| Name | Committee | Position | Compensation | |||||||||
| Bennett Kurtz | Audit | Chairman | $ | 10,000 | ||||||||
| Jack Leibler | Audit | Member | $ | 5,000 | ||||||||
| Sean Oppen | Audit | Member | $ | 5,000 | ||||||||
| Sean Oppen | Compensation | Chairman | $ | 7,500 | ||||||||
| Bennett Kurtz | Compensation | Member | $ | 3,000 | ||||||||
| Jack Leibler | Compensation | Member | $ | 3,000 | ||||||||
| Jack Leibler | Nominating/Governance | Chairman | $ | 6,000 | ||||||||
| Sean Oppen | Nominating/Governance | Member | $ | 5,000 | ||||||||
| Bennett Kurtz | Nominating/Governance | Member | $ | 5,000 | ||||||||
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding the ownership of the Company’s common stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock as of April 15, 2026 by: (i) each executive officer and director; (ii) all executive officers and directors of the Company as a group; and (iii) all those known by the Company to be beneficial owners of more than 5% of its common stock.
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Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are, as adjusted per requirements by rules promulgated by the SEC, based on as of April 15, 2026: (i) 156,654,973 shares of common stock issued and outstanding; (ii) 280,000 shares of Series A convertible preferred stock issued and outstanding; and (iii) 140,000 shares of Series B convertible preferred stock issued and outstanding.
| Name | Shares of Common Stock Beneficially Owned | Series A Preferred Stock | Series B Preferred Stock | Total Equivalent Shares | Percentage | |||||||||||||||
| Beneficial owners of more than 5% | ||||||||||||||||||||
| Michael D. Farkas (3) | 76,297,778 | 741,163 | (4) | 77,038,941 | 48.95 | % | ||||||||||||||
| Arif Sarwat (5) | 13,953,558 | 13,953,558 | 8.91 | % | ||||||||||||||||
| Executive Officers and Directors | ||||||||||||||||||||
| Avishai Vaknin, Chief Technology Officer | 26,000 | - | - | 26,000 | 0.02 | % | ||||||||||||||
| Joel Kleiner, Chief Financial Officer (6) | - | - | - | - | 0.00 | % | ||||||||||||||
| Daniel Arbour, Audit Committee | 34,121 | - | - | 34,121 | 0.02 | % | ||||||||||||||
| Bennett Kurtz (Independent Board Member) | 205,157 | - | - | 205,157 | 0.13 | % | ||||||||||||||
| Jack Leibler (Independent Board Member) | 56,007 | - | - | 56,007 | 0.04 | % | ||||||||||||||
| Sean Oppen (Independent Board Member) | 56,007 | - | - | 56,007 | 0.04 | % | ||||||||||||||
| All Officers and Directors as a Group (7 persons) | 90,628,628 | - | 741,163 | 91,369,791 | 58.09 | % | ||||||||||||||
| 1 | The address of each of the officers and directors is 407 Lincoln Road, Ste 9F., Miami, Beach Florida 33139; the address of Michael D. Farkas is 1221 Brickell Avenue, Ste. 900, Miami, FL 33131; the address for York, New York 10005. Dr. Arif Sarwat is 407 Lincoln Road, Suite 9F, Miami Beach, Florida 33139. |
| 2 | The calculation in this column is based upon 156,654,973 shares of common stock outstanding on April 15, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities within 60 days of April 15, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person. Shares of common stock that are currently exercisable or exercisable |
| 3 | Mr. Farkas is the Chief Executive Officer and Executive Chairman of the Company. Based on 77,038,941 shares of Common Stock held on an as converted basis, including, without limitation, 42,372,880 Shares subject to vesting and forfeiture as provided for in the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended on July 22, 2024 and on September 25, 2024 entered into among the Company, the members of Next Charging LLC and Michael D. Farkas, as the representative of such members, (ii) 154,827 shares of Common Stock held by SIF Energy LLC, (iii) 26,578 shares of Common Stock held by Balance Labs, Inc., (iv) 12,900,188 shares of Common Stock held by Inductive Holdings LLC, and (v) 719,424 shares of Common Stock which may be issued upon the conversion of 140,000 shares of Series B Convertible Preferred Stock held directly, each with a stated value of $10.00 per share, at 70% of $2.78 (the minimum price on the date of issuance). Michael D. Farkas has voting and investment control of the shares of common stock held by SIF Energy LLC, Balance Labs, Inc. and Inductive Holdings LLC. |
| 4 | Series B Preferred stock (140,000 shares beneficially owned) includes equivalent common shares upon conversion of this preferred stock to 719,424 shares of common stock plus an additional 32,372 shares of common stock related to accrued dividend shares. |
| 5 | Dr. Sarwat is Chief Technology Officer of NextNRG Holding Corp. |
| 6 | Joel Kleiner became Chief Financial Officer on February 13, 2025, after the resignation by Michael Handelman. |
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Our Audit Committee has responsibility for reviewing and, if appropriate, for approving any related party transactions that would be required to be disclosed pursuant to applicable SEC rules.
On January 5, 2024, the Company and NextNRG entered into a promissory note (the “January 2024 Note”) for the sum of $110,000 (the “January 2024 Loan”). The January 2024 Note has an original issue discount (“OID”) equal to $10,000, which is 10% of the aggregate original principal amount of the January 2024 Loan. The unpaid principal balance of the January 2024 Note has a fixed rate of interest of 8% per year for the first nine months, afterward, the January 2024 Note will begin to accrue interest on the entire balance at 18% per year.
Unless the January 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the January 2024 Note, along with accrued interest, will be due on March 5, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the January 2024 Note, at which point the end of the then current 2 month period will be the maturity date.
If the Company defaults on the January 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Note into shares of the Company’s common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion. Subject to the adjustments described in the January 2024 Note, the conversion price shall equal the greater of (a) $3.05; or (b) $0.50.
On January 11, 2024, the Company and NextNRG entered into a global amendment (“Global Amendment 1”) to the promissory notes dated as of July 5, 2023; August 2, 2023; August 30, 2023; September 6, 2023; September 13, 2023; November 3, 2023; November 21, 2023; December 4, 2023; December 13, 2023; December 18, 2023; and December 20, 2023 (each a “Note” and collectively the “Notes”).
Global Amendment 1 revised Section 8, Events of Default, to add:
The conversion price (as adjusted, the “Conversion Price”) shall equal the greater of the average VWAP over the ten (10) Trading Day period prior to the conversion date; or (b) $1.75 (the “Floor Price”). Notwithstanding anything to the contrary contained in this Note the Lender and the Borrower agree that the total cumulative number of Common Shares issued to Lender hereunder together with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Shareholder Approval. If the Borrower is unable to obtain Shareholder Approval to issue Common Shares to the Lender in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance of this Note must be repaid in cash at the request of the Lender.
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Global Amendment 1 also added Section 10.15, Adjustment Due to Stock Split by Borrower, which provides that the number of shares and the price for any conversion under the Notes will be adjusted by the same ratios or multipliers of any reverse split the Company effects.
Also on January 11, 2024, the Company and NextNRG entered into a global amendment (“Global Amendment 2”) to the promissory notes dated as of December 27, 2023 and January 8, 2023.
Global Amendment 2 revised Section 8, Events of Default, to remove the final paragraph and replace the paragraph with:
The conversion price (as adjusted, the “Conversion Price”) shall equal the greater of the average VWAP over the ten (10) Trading Day period prior to the conversion date; or (b) $1.75 (the “Floor Price”). Notwithstanding anything to the contrary contained in this Note the Lender and the Borrower agree that the total cumulative number of Common Shares issued to Lender hereunder together with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Shareholder Approval. If the Borrower is unable to obtain Shareholder Approval to issue Common Shares to the Lender in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance of this Note must be repaid in cash at the request of the Lender.
On January 16, 2024, the Company and NextNRG entered into a promissory note (the “January Next Note”) for the sum of $165,000 (the “January Next Loan”). The January Next Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the January Next Loan. The unpaid principal balance of the January Next Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the January Next Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the January Next Note, along with accrued interest, will be due on March 16, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period that it does not wish to extend the January Next Note, at which point the end of the then current 2 month period will be the maturity date.
If the Company defaults on the January Next Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the January Next Note into shares of the Company’s common stock. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion. Subject to the adjustments described in the January Next Note, the conversion price will be the greater of (a) $3.05; or (b) $1.75.
Pursuant to the January Next Note, the total cumulative number of shares issued to NextNRG may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Shareholder Approval. If the Company is unable to obtain Shareholder Approval to issue shares to NextNRG in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance of this Note must be repaid in cash at NextNRG’s request.
On February 7, 2024, the Company and NextNRG entered into a promissory note (the “First February 2024 Note”) for the sum of $165,000 (the “First February 2024 Loan”) to be used for the Company’s working capital needs. The First February 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the First February 2024 Loan. The unpaid principal balance of the First February 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the First February 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the First February 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the First February 2024 Note, along with accrued interest, will be due on April 7, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the First February 2024 Note, at which point the end of the then current 2 month period will be the maturity date.
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If the Company defaults on the First February 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the First February 2024 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75.
On February 20, 2024, the Company and NextNRG entered into a promissory note (the “Second February 2024 Note”) for the sum of $165,000 (the “Second February 2024 Loan”) to be used for the Company’s working capital needs. The Second February 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Second February 2024 Loan. The unpaid principal balance of the Second February 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second February 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the Second February 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Second February 2024 Note, along with accrued interest, will be due on April 20, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second February 2024 Note, at which point the end of the then current 2 month period will be the maturity date.
If the Company defaults on the Second February 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Second February 2024 Note into shares of the Company’s common stock. The conversion price will be the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. The conversion price will not exceed $3.85 per share.
On February 29, 2024, the Company and NextNRG entered into a promissory note (the “Third February 2024 Note”) for the sum of $165,000 (the “Third February 2024 Loan”) to be used for the Company’s working capital needs, which has an effective date of February 28, 2024. The Third February 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Third February 2024 Loan. The unpaid principal balance of the Third February 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Third February 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the Third February 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third February 2024 Note, along with accrued interest, will be due on April 28, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third February 2024 Note, at which point the end of the then current 2 month period will be the maturity date.
If the Company defaults on the Third February 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Third February 2024 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed $5.13 per share. The Company also agreed to issue 20,800 shares of common stock to NextNRG.
On March 8, 2024, the Company and NextNRG entered into a promissory note (the “First March 2024 Note”) for the sum of $165,000 (the “First March 2024 Loan”) to be used for the Company’s working capital needs. The First March 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the First March 2024 Loan. The unpaid principal balance of the First March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the First March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
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Unless the First March 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the First March 2024 Note, along with accrued interest, will be due on May 8, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the First March 2024 Note, at which point the end of the then current 2 month period shall be the maturity date.
If the Company defaults on the First March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the First March 2024 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed $5.13 per share. The Company also agreed to issue 20,800 shares of common stock to NextNRG.
On March 15, 2024, the Company and NextNRG entered into a promissory note (the “Second March 2024 Note”) for the sum of $165,000 (the “Second March 2024 Loan”) to be used for the Company’s working capital needs. The Second March 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Second March 2024 Loan. The unpaid principal balance of the Second March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the Second March 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Second March 2024 Note, along with accrued interest, will be due on May 15, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second March 2024 Note, at which point the end of the then current 2 month period will be the maturity date.
If the Company defaults on the Second March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Second March 2024 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed $5.13 per share. The Company also agreed to issue 20,800 shares of common stock to NextNRG.
On March 26, 2024, the Company and NextNRG entered into a promissory note (the “Third March 2024 Note”) for the sum of $110,000 (the “Third March 2024 Loan”) to be used for the Company’s working capital needs. The Third March 2024 Note has an original issue discount (“OID”) equal to $10,000, which is 10% of the aggregate original principal amount of the Third March 2024 Loan. The unpaid principal balance of the Third March 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Third March 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the Third March 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third March 2024 Note, along with accrued interest, will be due on May 26, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third March 2024 Note, at which point the end of the then current 2 month period shall be the maturity date.
If the Company defaults on the Third March 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Third March 2024 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed $4.40 per share. The Company also agreed to issue 13,889 shares of common stock to NextNRG.
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On April 2, 2024, the Company and NextNRG entered into a promissory note (the “First April 2024 Note”) for the sum of $165,000 (the “First April 2024 Loan”) to be used for the Company’s working capital needs. The First April 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the First April 2024 Loan. The unpaid principal balance of the First April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the First April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the First April 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the First April 2024 Note, along with accrued interest, will be due on June 2, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second April 2024 Note, at which point the end of the then current 2 month period shall be the maturity date.
If the Company defaults on the First April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the First April 2024 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed $5.00 per share. The Company also agreed to issue 20,800 shares of common stock to NextNRG.
On April 8, 2024, the Company and NextNRG entered into a promissory note (the “Second April 2024 Note”) for the sum of $165,000 (the “Second April 2024 Loan”) to be used for the Company’s working capital needs. The Second April 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Second April 2024 Loan. The unpaid principal balance of the Second April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Second April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the Second April 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Second April 2024 Note, along with accrued interest, will be due on June 8, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Second April 2024 Note, at which point the end of the then current 2 month period will be the maturity date.
If the Company defaults on the Second April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Second April 2024 Note into shares of the Company’s common stock. The conversion price shall be the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed $7.00 per share. The Company also agreed to issue 20,800 shares of common stock to NextNRG.
On April 22, 2024, the Company and NextNRG entered into a promissory note (the “Third April 2024 Note”) for the sum of $165,000 (the “Third April 2024 Loan”) to be used for the Company’s working capital needs. The Third April 2024 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the Third April 2024 Loan. The unpaid principal balance of the Third April 2024 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Third April 2024 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the Third April 2024 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Third April 2024 Note, along with accrued interest, will be due on June 22, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Third April 2024 Note, at which point the end of the then current 2 month period will be the maturity date.
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If the Company defaults on the Third April 2024 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Third April 2024 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed $6.45 per share. The Company also agreed to issue 20,800 shares of common stock to NextNRG.
On May 15, 2024, the Company and NextNRG entered into a promissory note (the “May 15 Note”) for the sum of $165,000 to be used for the Company’s working capital needs. The May 15 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the loan. The unpaid principal balance of the May 15 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the May 15 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the May 15 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 15 Note, along with accrued interest, will be due on July 15, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 15 Note, at which point the end of the then current 2 month period will be the maturity date.
If the Company defaults on the May 15 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the May 15 Note into shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed the closing price of the common stock on the date of the May 15 Note. The Company also agreed to issue 20,800 shares of its common stock to NextNRG.
On May 20, 2024, the Company and NextNRG entered into a promissory note (the “May 20 Note”) for the sum of $165,000 to be used for the Company’s working capital needs. The May 20 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the loan. The unpaid principal balance of the May 20 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the May 20 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the May 20 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 20 Note, along with accrued interest, will be due on July 20, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 20 Note, at which point the end of the then current 2 month period shall be the maturity date.
If the Company defaults on the May 20 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the May 20 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed the closing price of the common stock on the date of the May 20 Note. The Company also agreed to issue 20,800 shares of its common stock to NextNRG.
On May 22, 2024, the Company and NextNRG executed a letter agreement under which NextNRG agreed that all outstanding Company notes held by NextNRG will not automatically mature upon closing of this offering as previously contemplated.
On May 28, 2024, the Company and NextNRG entered into a promissory note (the “May 28 Note”) for the sum of $110,000 to be used for the Company’s working capital needs. The May 28 Note has an original issue discount (“OID”) equal to $10,000, which is 10% of the aggregate original principal amount of the loan. The unpaid principal balance of the May 28 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the May 28 Note will begin to accrue interest on the entire balance at 18% per annum.
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Unless the May 28 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28 Note, along with accrued interest, will be due on July 20, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the May 28 Note, at which point the end of the then current 2 month period shall be the maturity date.
If the Company defaults on the May 28 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the May 28 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed the closing price of the common stock on the date of the May 28 Note. The Company also agreed to issue 13,889 shares of its common stock to NextNRG.
On June 10, 2024, the Company and NextNRG entered into a promissory note (the “June 10 Note”) for the sum of $165,000 to be used for the Company’s working capital needs. The June 10 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate original principal amount of the loan. The unpaid principal balance of the June 10 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the June 10 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless the June 10 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28 Note, along with accrued interest, will be due on August 10, 2024. The maturity date will automatically be extended for 2 month periods, unless NextNRG sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the June 10 Note, at which point the end of the then current 2 month period shall be the maturity date.
If the Company defaults on the June 10 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the June 10 Note into shares of the Company’s common stock. The conversion price will equal the greater of the average VWAP over the ten (10) trading day period prior to the conversion date; or $1.75. Notwithstanding the foregoing, the conversion price will not exceed the closing price of the common stock on the date of the June 10 Note. The Company also agreed to issue 20,800 shares of its common stock to NextNRG.
On June 24, 2024, the Company and NextNRG Holding Corp. (formerly Next Charging, LLC) (“NextNRG”) entered into a promissory note (the “June 24 Note”) for the sum of $165,000 to be used for the Company’s working capital needs. The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the June 24 Note.
On July 5, 2024, the Company and NextNRG entered into a promissory note (the “July 5 Note”) for the sum of $165,000 to be used for the Company’s working capital needs. The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 5 Note.
On July 10, 2024, the Company and NextNRG entered into a promissory note (the “July 10 Note”) for the sum of $165,000 to be used for the Company’s working capital needs. The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 10 Note.
On July 22, 2024, the Company issued a promissory note (the “July 22 Note”) to NextNRG for the sum of $165,000 to be used for the Company’s working capital needs. The Company also issued 20,800 shares of its common stock to NextNRG as commitment fee shares for the July 22 Note.
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On August 6, 2024, the Company and NextNRG entered into a promissory note (the “August 6 Note”) for the sum of $165,000 to be used for the Company’s working capital needs. The Company also issued 53,500 shares of its common stock to NextNRG as commitment fee shares for the August 6 Note.
On August 14, 2024, the Company and NextNRG entered into a promissory note (the “August 14 Note”) for the sum of $165,000 to be used for the Company’s working capital needs. The Company also issued 53,500 shares of its common stock to NextNRG as commitment fee shares for the August 14 Note.
Michael Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding shares of common stock.
On September 18, 2025, the Company entered into a Stock Purchase Agreement with its Chief Executive Officer and Executive Chairman, Michael D. Farkas, pursuant to which the Company agreed to issue 1,000,000 restricted shares of its common stock at a price of $1.67 per share in exchange for the conversion of $1,670,000 of outstanding related party indebtedness.
On December 2, 2025, the Company issued 2,000,000 shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael D. Farkas, in connection with the conversion of $2,080,000 in accrued interest on related party indebtedness. The shares were issued at a conversion price of $1.04 per share. The issuance was conducted as a private transaction and was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriters were engaged in the transaction, and no underwriting discounts or commissions were paid.
During the year ended December 31, 2025, the Company entered into promissory notes with its Chief Executive Officer and Executive Chairman, Michael D. Farkas, with principal amounts of $2,001,594.
Exchange Agreement with Related Party
On August 16, 2024, the Company entered into an Exchange Agreement (the “Next Exchange Agreement”) by and between the Company and NextNRG. Pursuant to the terms and conditions of the Next Exchange Agreement, the promissory notes of the Company listed in the table below which were then issued to NextNRG (as set forth in the Next Exchange Agreement) were exchanged and converted into an aggregate of 3,525,341 shares of common stock of the Company.
| Issue Date | Current Outstanding Principal Amount | Total Amount After Default | ||||||
| July 5, 2023 | $ | 440,000 | $ | 742,745 | ||||
| August 2, 2023 | $ | 440,000 | $ | 733,814 | ||||
| August 23, 2023 | $ | 110,000 | $ | 181,741 | ||||
| August 30, 2023 | $ | 165,000 | $ | 271,761 | ||||
| September 6, 2023 | $ | 220,000 | $ | 361,211 | ||||
| September 13, 2023 | $ | 110,000 | $ | 180,031 | ||||
| November 3, 2023 | $ | 165,000 | $ | 265,082 | ||||
| November 21, 2023 | $ | 220,000 | $ | 352,144 | ||||
| December 4, 2023 | $ | 220,000 | $ | 349,802 | ||||
| December 13, 2023 | $ | 165,000 | $ | 261,862 | ||||
| December 18, 2023 | $ | 110,000 | $ | 174,389 | ||||
| December 20, 2023 | $ | 55,000 | $ | 87,165 | ||||
| December 27, 2023 | $ | 165,000 | $ | 261,103 | ||||
| January 5, 2024 | $ | 110,000 | $ | 173,062 | ||||
| January 16, 2024 | $ | 165,000 | $ | 259,000 | ||||
| January 25, 2024 | $ | 165,000 | $ | 258,512 | ||||
| February 7, 2024 | $ | 165,000 | $ | 257,807 | ||||
| February 20, 2024 | $ | 165,000 | $ | 257,101 | ||||
| February 28, 2024 | $ | 165,000 | $ | 256,667 | ||||
| March 8, 2024 | $ | 165,000 | $ | 256,180 | ||||
| March 15, 2024 | $ | 165,000 | $ | 255,800 | ||||
| March 26, 2024 | $ | 110,000 | $ | 170,134 | ||||
| April 2, 2024 | $ | 165,000 | $ | 254,824 | ||||
| April 8, 2024 | $ | 165,000 | $ | 254,498 | ||||
| April 22, 2024 | $ | 165,000 | $ | 253,738 | ||||
| May 8, 2024 | $ | 165,000 | $ | 252,817 | ||||
| May 15, 2024 | $ | 165,000 | $ | 252,491 | ||||
| May 20, 2024 | $ | 165,000 | $ | 252,220 | ||||
| May 28, 2024 | $ | 110,000 | $ | 167,855 | ||||
| June 10, 2024 | $ | 165,000 | $ | 251,080 | ||||
| June 28, 2024 | $ | 165,000 | $ | 250,321 | ||||
| July 5, 2024 | $ | 165,000 | $ | 249,750 | ||||
| July 10, 2024 | $ | 165,000 | $ | 249,479 | ||||
| July 22, 2024 | $ | 165,000 | $ | 248,585 | ||||
| August 6, 2024 | $ | 165,000 | $ | 248,178 | ||||
| August 14, 2024 | $ | 165,000 | $ | 247,500 | ||||
| $ | 6,215,000 | $ | 9,800,449 | |||||
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Michael Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding shares of common stock.
Stock Purchase Agreement with Related Party
On August 16, 2024, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between the Company and NextNRG Holding Corp., a Nevada corporation (“Next”). Pursuant to the terms and conditions of the SPA, at the Closing (as defined in the SPA), the Company agreed to issue and sell to Next, and Next agreed to purchase from the Company, 140,000 shares of Series B Convertible Preferred Stock of the Company (“Series B Preferred Stock”) for a purchase price of $10.00 per Share, and a resulting total purchase price of $1,400,000.
Michael Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding shares of common stock.
Entry into Material Definitive Agreement, as amended, with Related Party
On August 10, 2023, the Company, the shareholders (the “Next NRG Shareholders”) of NextNRG Holding Corp. (formerly Next Charging LLC (“NextNRG”)) and Michael Farkas, as the representative of the NextNRG Shareholders, entered into an exchange agreement, on November 2, 2023, the Company, the NextNRG Shareholders, NextNRG, and Mr. Farkas entered into an amended and restated exchange agreement, and on June 11, 2024, the Company, the NextNRG Shareholders, NextNRG and Mr. Farkas entered into a second amended and restated exchange agreement (as amended and restated, the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the NextNRG Shareholders 100% of the shares of NextNRG (the “NextNRG Shares”) in exchange for the issuance (the “Share Exchange”) by the Company to the NextNRG Shareholders of an aggregate of 40,000,000 shares of common stock of the Company. The Exchange Agreement provides that in the event NextNRG completes the acquisition of STAT-EI, Inc. (“SEI” or “STAT”), prior to the closing, then 28,000,000 shares will vest on the closing date, and the remaining 12,000,000 shares will be subject to vesting or forfeiture and in the event NextNRG did not complete such acquisition prior to the closing, then 14,000,000 shares would vest on the closing date, and the remaining 26,000,000 shares would be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”).
NextNRG completed the acquisition of SEI on January 19, 2024.
As an additional condition to be satisfied prior to the closing, NextNRG is also required to take actions to record the assignment to itself of a patent mentioned in the Exchange Agreement.
On July 22, 2024, the Company and the Shareholders’ Representative entered into the first amendment to the Second Amended and Restated Exchange Agreement (“First Amendment Agreement”) to add a new section 2.10 to the Second Amended and Restated Exchange Agreement. The new section 2.10 provides that, in the event that the Company at any time prior to the Closing undertakes any forward split of the common stock, or any reverse split of the common stock, any references to numbers of shares of common stock as set forth in the Second Amended and Restated Exchange Agreement shall be deemed automatically updated and amended at such time to equitably account therefor. Further, in the event the Company undertakes any forward split of the common stock or any reverse split of the common stock following the Closing, any references to any of numbers of Exchange Shares as set forth in the Second Amended and Restated Exchange Agreement shall be deemed similarly automatically adjusted to the extent still applicable, including, without limitation to the numbers of Exchange Shares vesting or being forfeited pursuant to the terms and conditions of the Second Amended and Restated Exchange Agreement.
On September 25, 2024, the Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment Agreement”) to change the number of the Company’s common stock shares to be issued to the NextNRG Shareholders by the Company in exchange for 100% of the shares of NextNRG to 100,000,000 shares of the Company’s common stock.
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The Second Amendment Agreement also provides that in the event NextNRG completes the acquisition of STAT-EI, Inc. (“SEI” or “STAT”), prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”). As noted above, NextNRG completed the acquisition of SEI on January 19, 2024, and thus 50,000,000 will vest on the closing date, and 50,000,000 Restricted Shares will be subject to vesting or forfeiture. 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Exchange Agreement) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual revenues exceeding $100 million, the Company completing projects with deployment costs greater than $100 million, or the Company completing a capital raise greater than $25 million.
The Second Amendment Agreement also provides that prior to the Closing, NextNRG may issue additional shares of NextNRG Stock to one or more additional persons and, in such event, such persons will execute a joinder to the Exchange Agreement and will become a party thereto. In addition, prior to the Closing, subject to the approval of the Shareholders’ Representative, certain shareholders of NextNRG may transfer their shares of NextNRG Stock to persons who are currently shareholders of NextNRG or who would become new shareholders of NextNRG.
The Second Amendment Agreement also provides that the Company will undertake such actions as needed to obtain the approval of the stockholders of the Company for the adoption and approval of the Exchange Agreement, as amended, and the transactions contemplated thereby including the issuance of the Company’s common stock thereunder.
At closing, the Company has agreed to appoint Mr. Farkas to the board of directors as Executive Chairman and to appoint him Chief Executive Officer of the Company. At closing, the Company has also agreed to appoint Joel Kleiner, the Chief Financial Officer of NextNRG, as the Chief Financial Officer of the Company. The closing of the transactions contemplated under the Exchange Agreement are subject to certain customary closing conditions, including (i) that the Company file a Certificate of Amendment with the Secretary of State of the State of Delaware to increase its authorized common stock from 50,000,000 shares to 500,000,000 shares (ii) the receipt of the requisite third-party consents, and (iii) compliance with the rules and regulations of The Nasdaq Stock Market (“Nasdaq”), which includes the filing of an Initial Listing Application with Nasdaq and approval of such application by Nasdaq. In addition, while the stockholders of the Company have provided written consent approving the Second Amendment Agreement in September 2024 pursuant to Nasdaq Rule 5635, the effectiveness of such written consent was dependent upon the dissemination of a definitive Information Statement on Schedule 14C, which the Company completed in November 2024. Upon consummation of the transactions contemplated by the Exchange Agreement, NextNRG will become a wholly-owned subsidiary of the Company.
Except as provided above, there were no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
Recent Promissory Notes with Related Party
Promissory Note dated December 2, 2024
On December 2, 2024, the Company and NextNRG entered into a promissory note (the “December 2 Note”) for the sum of $715,000 to be used for the Company’s working capital needs. The December 2 Note has an original issue discount (“OID”) equal to $65,000. The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum. Unless the December 2 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along with accrued interest, will be due and payable in full on December 2, 2025. If the Company defaults on the December 2 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 2 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 2 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to NextNRG under the December 2 Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 2 Note must be repaid in cash at the request of NextNRG. The December 2 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 2 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 2 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.
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Promissory Note dated December 3, 2024
On December 3, 2024, the Company and NextNRG entered into a promissory note (the “December 3 Note”) for the sum of $275,000 to be used for the Company’s working capital needs. The December 3 Note has an original issue discount (“OID”) equal to $25,000. The unpaid principal balance of the December 3 Note has a fixed rate of interest of 8% per annum. Unless the December 3 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along with accrued interest, will be due and payable in full on December 3, 2025. If the Company defaults on the December 3 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 3 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 3 Note. The Company and Next have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 3 Note must be repaid in cash at the request of Next. The December 3 Note contains a protection for Next in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 3 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 3 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.
Promissory Note dated December 17, 2024
On December 17, 2024, the Company and NextNRG entered into a promissory note (the “December 17 Note”) for the sum of $580,000 to be used for the Company’s working capital needs. The unpaid principal balance of the December 17 Note has a fixed rate of interest of 8% per annum. Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025. As part of the promissory note, the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase of equipment. If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 17 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request of Next. The December 17 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 17 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.
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Promissory Note, dated as of December 30, 2024
On December 30, 2024, the Company and NextNRG entered into a promissory note (the “December 30 Note”) for the sum of $330,000 to be used for the Company’s working capital needs, including without limitation the purchase of equipment. The unpaid principal balance of the December 30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will be due and payable in full on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 30 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the December 30 Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December 30 Note must be repaid in cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.
Michael Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 48.7% of the Company’s outstanding shares of common stock.
Shareholder Approval
The holders of a majority of the Company’s voting capital stock, by written consents in lieu of meetings delivered on January 15, 2025, pursuant to Section 228 of the Delaware General Corporation Law and Section 9 of Article II of our bylaws, provided approval for the following corporate actions (the “Authorizations”):
| (i) | the possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note, dated as of January 15, 2025, by and between the Company and Alcourt LLC, in the event that such note is not repaid by April 15, 2025, this note was repaid in February 2025; | |
| (ii) | the possible issuance of $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December 26, 2024, by and between the Company and Gad International Ltd., as amended by that certain amendment to promissory note, dated as of January 15, 2025, in the event that such promissory note is not repaid on or before February 23, 2025. The note was extended to March 23, 2025, and in exchange for the extension of the maturity date, the Company paid a fee of $200,000; and | |
| (iii) | the possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024. |
Such consents were obtained in compliance with Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require in relevant part that the Company may not issue shares of its common stock (or securities convertible into or exercisable for common stock) in other than public offerings or in connection an acquisition without stockholder approval if the aggregate number of shares of common stock issued would be equal to or greater than 20% of the Company’s issued and outstanding shares of common stock as of the date of issuance.
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Director Independence
Jack Leibler, Bennet Kurtz, and Sean Oppen are “independent” within the meaning of Nasdaq Rule 5605(b)(1).
Item 14. Principal Accountant Fees and Services
Audit Fees
Audit fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K, the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements. The aggregate fees billed for professional services rendered by our former independent public accounting firm, M&K CPAs, PLLC, Houston, TX, for audit and review services for the fiscal year ended December 31, 2025 were approximately $137,675. The aggregate fees billed for professional services rendered by M&K CPAs, PLLC for audit and review services for the fiscal year ended December 31, 2024 were approximately $106,175.
Tax Fees
Fees paid to M&K CPAs, PLLC associated with tax compliance services were $0 in 2025 and $0 in 2024.
Fees paid to M&K CPAs, PLLC associated with tax consultation services were $0 in 2025 and $0 in 2024.
All Other Fees
There were fees billed for professional services rendered by our principal accountant, M&K CPAs, PLLC, associated with the Company’s S-1 filings, consents and comfort letters approximating $65,000 and $37,000 for the years ended December 31, 2025 and December 31, 2024 respectively.
Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services
The Company’s Audit Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all audit or permissible non-audit services provided by the Company’s independent auditors. Our Audit Committee, approved, in advance, all work performed for the years ended December 31, 2025 and December 31, 2024, by our principal accountant, M&K CPAs, PLLC. The Audit Committee may establish, either on an ongoing or case-by-case basis, pre-approval policies and procedures providing for delegated authority to approve the engagement of the independent registered public accounting firm, provided that the policies and procedures are detailed as to the particular services to be provided, the Audit Committee is informed about each service, and the policies and procedures do not result in the delegation of the Audit Committee’s authority to management. In accordance with these procedures, the Audit Committee pre-approved all services performed by M&K CPAs, PLLC.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
a) Financial Statements
| 1) | Financial statements for our Company are listed in the index under Item 8 of this document. | |
| 2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
b) Exhibits
| Exhibit | ||
| Number | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021. | |
| 3.2 | Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021. | |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 16, 2021. | |
| 3.4 | Certificate of Amendment to Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on June 18, 2024. | |
| 3.5 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation. (incorporated by reference to Exhibit 3.1 on Form 8-K filed July 25, 2024). | |
| 3.6 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K filed February 18, 2025). | |
| 3.7 | Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.4 on Form 8-K filed August 20, 2024). | |
| 3.8 | Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024 with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.5 on Form 8-K filed August 20, 2024). | |
| 3.9 | Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware. (incorporated by reference to Exhibit 10.6 on Form 8-K filed August 20, 2024). | |
| 3.10 | Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (incorporated by reference to Exhibit 10.7 on Form 8-K filed August 20, 2024). | |
| 3.11 | Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware as of February 13, 2025 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 18, 2025). | |
| 4.1 | Form of Representatives Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021. | |
| 4.2 | Description of Registrant’s Securities (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023). | |
| 4.3 | Form of Representative’s Warrants (incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 18, 2025). | |
| 10.1 | Asset Purchase Agreement between Neighborhood Fuel, Inc. and Neighborhood Fuel Holdings, LLC, dated as of February 19, 2020, incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021. | |
| 10.2 | Asset Sale and Purchase Agreement between EzFill Fl, LLC and EzFill Holdings, Inc., dated as of April 9, 2019, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021. |
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| 10.3 | Promissory Note, dated November 24, 2020, incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021. | |
| 10.4 | Promissory Note, dated June 25, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021. | |
| 10.5 | Promissory Note dated June 25, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021. | |
| 10.6 | Promissory Note dated July 26, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 17, 2021. | |
| 10.7 | Promissory Note dated July 26, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 17, 2021. | |
| 10.8 | Promissory Note dated August 18, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021. | |
| 10.9 | Promissory Note dated August 19, 2021 issued to Hutton Capital Management, incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021. | |
| 10.10 | Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement, incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021. | |
| 10.11† | Employment Agreement between EzFill Holdings, Inc. and Richard Dery. Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021. | |
| 10.12† | Stock Incentive Plan incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021. | |
| 10.13 | Technology License Agreement between Fuel Butler, LLC and EzFill Holdings, Inc. incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 01, 2021. | |
| 10.14 | Securities-Based Line of Credit, Promissory Note, Security Pledge and Guaranty Agreement incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021. | |
| 10.15 | Separation Agreement and Release incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022. | |
| 10.16† | Non Independent Board Member Letter Agreement incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2022. | |
| 10.17 | Asset Purchase and Fuel Supply Agreement dated March 2, 2022 incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022. | |
| 10.18† | EZFill Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference to 8-K filed June 7, 2022) | |
| 10.19 | Material Services Agreement between South Florida Motorsports, LLC and EzFill Holdings, Inc. (incorporated by reference to 8-K filed January 25, 2023) | |
| 10.20 | Consulting Agreement by and between EzFill Holdings, Inc. and Lunar Project LLC dated January 27, 2023 (incorporated by reference to 8-K filed January 27, 2023) | |
| 10.21† | Form of Non-Qualified Stock Option Agreement (incorporated by reference to 8-K filed January 27, 2023) | |
| 10.22 | Consulting Agreement between Mountain Views Strategy Ltd. And EzFill Holdings, Inc. (incorporated by reference to 8-K filed February 16, 2023) | |
| 10.23 | Promissory Note between Farkas Group, Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 10, 2023) |
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| 10.24 | Promissory Note in the principal amount of $1,500,000 dated April 19, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed April 21, 2023) | |
| 10.25 | Securities Purchase Agreement, between EzFill Holdings, Inc. and AJB Capital Investments, LLC, dated April 19, 2023 (incorporated by reference to 8-K filed April 21, 2023) | |
| 10.26 | Security Agreement between EzFill Holdings Inc., and AJB Capital Investments, LLC dated April 19, 2023 (incorporated by reference to 8-K filed April 21, 2023) | |
| 10.27† | Employment Agreement between Avishai Vaknin and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023) | |
| 10.28 | Services Agreement between Telx Computers Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023) | |
| 10.29† | Employment Agreement between Yehuda Levy and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023) | |
| 10.30 | Amended and Restated Promissory Note dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 18, 2023) | |
| 10.31 | Amendment to the Securities Purchase Agreement dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 18, 2023) | |
| 10.32 | Amendment to Consulting Services Agreement dated May 15, 2023 between EzFill Holdings, Inc. and Mountain Views Strategy Ltd. (incorporated by reference to 8-K filed May 18, 2023) | |
| 10.33 | Loan Agreement between Stripe, Inc. and EzFill Holdings, Inc. dated June 14, 2023 (incorporated by reference to 8-K filed June 20, 2023) | |
| 10.34 | Promissory Note between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed July 11, 2023) | |
| 10.35 | Promissory Note between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed August 3, 2023) | |
| 10.36 | Amendment to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed August 4, 2023) | |
| 10.37 | Promissory Note between EzFill Holdings, Inc. and NextNRG dated August 23, 2023 (incorporated by reference to 8-K filed August 24, 2023) | |
| 10.38 | Promissory Note between EzFill Holdings, Inc. and NextNRG dated August 30, 2023 (incorporated by reference to 8-K filed September 6, 2023) | |
| 10.39 | Promissory Note between EzFill Holdings, Inc. and NextNRG dated September 6, 2023 (incorporated by reference to 8-K filed September 7, 2023) | |
| 10.40 | Promissory Note between EzFill Holdings, Inc. and NextNRG dated September 13, 2023 (incorporated by reference to 8-K filed September 15, 2023) | |
| 10.41 | Amendment to the Securities Purchase Agreement dated September 18, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed September 21, 2023) | |
| 10.42 | Securities Purchase Agreement effective October 25, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed November 3, 2023) | |
| 10.43 | Promissory Note dated November 3, 2023 between EzFill Holdings, Inc. and NextNRG LLC (incorporated by reference to 8-K filed November 3, 2023) | |
| 10.44 | Securities Purchase Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023) | |
| 10.45 | Promissory Note dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023) | |
| 10.46 | Second Amendment to the Security Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023) | |
| 10.47 | Amended and Restated Exchange Agreement dated November 2, 2023 by and among EzFill Holdings, Inc., all members of NextNRG and Michael Farkas, an individual, as the representative of the members of NextNRG (incorporated by reference to 8-K filed November 8, 2023) | |
| 10.48† | 2023 Equity Incentive Plan (incorporated by reference to 8-K filed June 6, 2023) | |
| 10.49 | Promissory Note, dated December 4, 2023 (incorporated by reference to 8-K filed December 6, 2023) | |
| 10.50 | Promissory Note, dated December 13, 2023 (incorporated by reference to 8-K filed December 14, 2023) | |
| 10.51 | Promissory Note, dated December 18, 2023 (incorporated by reference to 8-K filed December 18, 2023) |
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| 10.52 | Promissory Note, dated December 20, 2023 (incorporated by reference to 8-K filed December 22, 2023) | |
| 10.53 | Promissory Note, dated December 27, 2023 (incorporated by reference to 8-K filed December 27, 2023) | |
| 10.54 | Promissory Note, dated January 5, 2024 (incorporated by reference to 8-K filed January 8, 2024) | |
| 10.55 | Global Amendment 1 dated January 11, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 17, 2024) | |
| 10.56 | Global Amendment 2 dated January 11, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 17, 2024) | |
| 10.57 | Promissory Note dated January 16, 2024 between EzFill Holdings, Inc. and NextNRG. (incorporated by reference to 8-K filed January 17, 2024) | |
| 10.58 | Global Amendment dated January 17, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed January 17, 2024) | |
| 10.59 | Promissory Note, dated January 25, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed January 31, 2024) | |
| 10.60 | Promissory Note, dated February 7, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 12, 2024) | |
| 10.61 | Global Amendment dated February 19, 2024 between EzFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 23, 2024) | |
| 10.62 | Global Amendment dated February 19, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed February 23, 2024) | |
| 10.63 | Promissory Note, dated February 20, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed February 23, 2024) | |
| 10.64 | Promissory Note, dated February 28, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 6, 2024) | |
| 10.65 | Promissory Note, dated March 8, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 14, 2024) | |
| 10.66 | Promissory Note, dated March 15, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 18, 2024) | |
| 10.67 | Promissory Note, dated March 26, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed March 28, 2024) | |
| 10.68 | Promissory Note, dated April 2, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 9, 2024 | |
| 10.69 | Promissory Note, dated April 8, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 10, 2024) | |
| 10.70 | Promissory Note, dated April 22, 2024, between EZFill Holdings, Inc. and NextNRG (incorporated by reference to 8-K filed April 26, 2024) | |
| 10.71 | Global Amendment dated May 9, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 15, 2024) | |
| 10.72 | Promissory Note dated May 15, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed May 21, 2024) | |
| 10.73 | Promissory Note dated May 20, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed May 21, 2024) | |
| 10.74 | Letter agreement between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to 8-K filed May 29, 2024) | |
| 10.75 | Promissory Note dated May 28, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed June 3, 2024) | |
| 10.76 | Promissory Note dated June 10, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp.(incorporated by reference to 8-K filed June 14, 2024) | |
| 10.77 | Second Amended and Restated Exchange Agreement (incorporated by reference to 8-K filed June 14, 2024) | |
| 10.78 | Promissory Note dated June 24, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed June 28, 2024). | |
| 10.79 | Promissory Note dated July 5, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 10, 2024). |
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| 10.80 | Promissory Note dated July 10, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 15, 2024). | |
| 10.81 | First Amendment dated July 22, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc. and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed July 25, 2024). | |
| 10.82 | Promissory Note dated July 22, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed July 25, 2024). | |
| 10.83 | Promissory Note dated August 6, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 12, 2024). | |
| 10.84 | Promissory Note dated August 14, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 15, 2024). | |
| 10.85 | Stock Purchase Agreement, by and between the Company and Next, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.1 on Form 8-K filed August 20, 2024). | |
| 10.86 | Exchange Agreement, by and between the Company and Next, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.2 on Form 8-K filed August 20, 2024). | |
| 10.87 | Exchange Agreement, by and between the Company and AJB, dated as of August 16, 2024. (incorporated by reference to Exhibit 10.3 on Form 8-K filed August 20, 2024). | |
| 10.88 | Second Amendment dated September 25, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended July 10, 2024, by and among EzFill Holdings, Inc. and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed September 27, 2024). | |
| 10.89 | Asset Purchase Agreement, dated November 18, 2024, by and between EzFill Holdings, Inc. and Yoshi, Inc. (previously filed) | |
| 10.90 | Promissory Note dated December 2, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 5, 2024). | |
| 10.91 | Promissory Note dated December 3, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed December 5, 2024). | |
| 10.92 | Letter of Understanding, dated as of December 12, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024). | |
| 10.93 | Promissory Note dated December 17, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 18, 2024). | |
| 10.94 | Mobile Fueling Vendor Agreement, dated as of December 14, 2024, by and between Amazon Logistics, Inc. and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 on Form 8-K filed December 19, 2024). | |
| 10.95 | Promissory Note dated December 26, 2024 between EzFill Holdings, Inc. and Gad International Ltd. (incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 2, 2025). | |
| 10.96 | Promissory Note dated December 30, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. (incorporated by reference to Exhibit 10.2 on Form 8-K filed on January 2, 2025). | |
| 10.97 | Purchase and Sale Agreement, License for Entry, and Bill of Sale, dated December 27, 2024, by and between Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 3, 2025). | |
| 10.98 | Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc. and Alcourt LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 21, 2025). | |
| 10.99 | Amendment to Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc. and Gad International Ltd. (incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 21, 2025). |
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| 10.100 | Fee Agreement dated as of March 25, 2025 by and between the registrant and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 28, 2025). | |
| 10.101 | Sale of Future Receipts Agreement, dated March 24, 2025, by and between the registrant and Redstone Advance Inc. (incorporated by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025). | |
| 10.102 | Future Receivables Sale and Purchase Agreement, dated March 25, 2025, by and between the registrant and Funderzgroup LLC DBA Mr. Advance (incorporated by reference to Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025). | |
| 10.103 | Standard Merchant Cash Advance Agreement, dated as of March 31, 2025 between the registrant and Wynwood Capital Group LLC (incorporated by reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025). | |
| 10.104 | Promissory Note issued on March 31, 2025 by the registrant in favor of Alcourt LLC (incorporated by reference to Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 21, 2025). | |
| 10.105 | Promissory Note, dated May 5, 2025 by and between NextNRG, Inc. and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2025). | |
| 10.106 | Promissory Note, dated May 9, 2025 by and between NextNRG, Inc. and Michael D. Farkas (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2025). | |
| 10.107 | Promissory Note, dated May 19, 2025 by and between NextNRG, Inc. and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025). | |
| 10.108 | Promissory Note, dated May 19, 2025 by and between NextNRG, Inc. and Michael D. Farkas(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025). | |
| 10.109 | Amendment to Promissory Note, dated May 21, 2025 by and between NextNRG, Inc. and Alcourt LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2025). | |
| 10.110 | Promissory Note, dated June 10, 2025, issued by the registrant in favor of Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2025). | |
| 10.111 | Master Lease Agreement, entered into on June 9, 2025 and dated as of May 29, 2025, between the registrant and Equify Financial, LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). | |
| 10.112 | Equipment Lease Schedule No. 001 under the Master Lease, entered into on June 9, 2025, between the registrant and Equify Financial, LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). | |
| 10.113 | Stock Purchase Agreement, dated as of June 20, 2025, between the registrant and Agile Capital Funding, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 20, 2025). | |
| 10.114 | Form of Loan Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). | |
| 10.115 | Form of Loan Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). | |
| 10.116 | Form of Addendum to the Loan Agreement (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). | |
| 10.117 | Form of Pledge Agreement (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). | |
| 10.118 | Form of Escrow Agreement (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on June 30, 2025). | |
| 10.119 | Amendment to Promissory Note, entered into on June 25, 2025 and dated as of June 23, 2025, by and between the registrant and Alcourt LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2025). | |
| 10.120 | ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated July 3, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2025). | |
| 10.121 | Stock Purchase Agreement dated as of July 11, 2025 between NextNRG, Inc. and Lender (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 17, 2025). | |
| 10.122 | Promissory Note dated July 15, 2025 between NextNRG, Inc. and Lender (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 17, 2025). |
| 95 |
| 10.123 | Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). | |
| 10.124 | Form of Notes (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). | |
| 10.125 | Form of Warrants (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). | |
| 10.126 | Form of Due Diligence Notes (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). | |
| 10.127 | Form of Due Diligence Warrants (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). | |
| 10.128 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). | |
| 10.129 | Form of Security Agreement (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). | |
| 10.130 | Form of Guaranty (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2025). | |
| 10.131 | Stock Purchase Agreement between the Company and Michael D. Farkas, dated September 18, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2025). | |
| 10.132 | Amendment No. 1 to ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated November 14, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2025). | |
| 10.133 | Power Purchase Agreement by and between NextNRG Sunnyside Microgrid LLC and Sunnyside Nursing and Post-Acute Care Center, dated November 17, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2025). | |
| 10.134 | Power Purchase Agreement by and between NextNRG Topanga Microgrid LLC and Topanga Nursing and Post-Acute Care Center, dated November 17, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2025). | |
| 10.135 | Stock Purchase Agreement, dated as of November 24, 2025, by and between the registrant and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 28, 2025). | |
| 10.136 | Stock Purchase Agreement, dated as of January 20, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2026). | |
| 10.137 | Stock Purchase Agreement, dated as of January 28, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2026). | |
| 10.138 | Stock Purchase Agreement, dated as of January 29, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2026). | |
| 10.139 | Stock Purchase Agreement, dated as of February 12, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2026). | |
| 10.140 | Stock Purchase Agreement, dated as of February 18, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 23, 2026). | |
| 10.141 | Stock Purchase Agreement, dated as of March 11, 2026, by and between the registrant and the Noteholder (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2026). | |
| 10.142 | Future Receivables Sale and Purchase Agreement, entered into on March 9, 2026 and dated March 5, 2026, by and between the registrant and the Purchaser (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 13, 2026). | |
| 19.1* | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on March 27, 2025). | |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Annual Report on Form 10-K filed April 1, 2024 | |
| 21.1* | List of Subsidiaries. | |
| 23.1* | Consent of M&K CPAs, PLLC | |
| 31.1* | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. | |
| 31.2* | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. | |
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Definition Link | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
** Furnished herewith
Item 16. Form 10-K Summary.
None.
| 96 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 15th day of April, 2026.
| NEXTNRG, INC. | ||
| By: | /s/ Michael D. Farkas | |
| Michael D. Farkas | ||
| Chief Executive Officer | ||
In accordance with the Exchange Act, this Report has been signed below by the following persons on April 15, 2026 on behalf of the registrant and in the capacities indicated.
| By: | /s/ Michael D. Farkas | |
| Michael D. Farkas | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) |
| By: | /s/ Joel Kleiner | |
| Joel Kleiner | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) |
| By: | /s/ Bennett Kurtz | |
| Bennett Kurtz | ||
| Director |
| By: | /s/ Jack Leibler | |
| Jack Leibler | ||
| Director |
| By: | /s/ Sean Oppen | |
| Sean Oppen | ||
| Director |
| By: | /s/ Daniel Arbour | |
| Daniel Arbour | ||
| Director |
| 97 |