NextNRG issues stock at $3 to retire $770,000 liability – Form 8-K details

Rhea-AI Filing Summary

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

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

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

Positive

• Eliminates $770,000 subsidiary liability, modestly improving consolidated leverage.
• No cash outflow required; liability forgiveness achieved via equity issuance.

Negative

• Dilutes existing shareholders by about 1% through issuance of 256,667 new shares.
• No cash proceeds means liquidity position remains unchanged.

Insights

Financial Analyst

TL;DR: $770k debt removed, 256k shares issued; balance sheet improves slightly, dilution minimal, cash position unchanged.

The deal retires a relatively small $770,000 liability linked to a future-receivables facility, replacing it with equity equal to roughly 1% of outstanding shares. While leverage improves, the absence of cash inflow offers no liquidity benefit. At $3.00 per share, the issuance price sits near prior market levels (price not disclosed here), suggesting limited premium or discount. Overall impact on valuation and EPS is immaterial but directionally positive for credit metrics. Investors should watch for further capital-structure moves as the company continues to rationalize subsidiary obligations.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025

NEXTNRG, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40809		84-4260623
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

67 NW 183rd Street, Miami, Florida 33169

(Address of principal executive offices, including Zip Code)

(305) 791-1169

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		NXXT		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into Material Definitive Agreement

On June 20, 2025, NextNRG, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Agile Capital Funding LLC (the “Buyer”), pursuant to which the Company has agreed to issue and sell to the Buyer, and the Buyer has agreed to purchase from the Company, 256,667 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate purchase price of approximately $770,000, subject to the terms and conditions of the Stock Purchase Agreement. The purchase price per Share is $3.00. The Company will file a prospectus supplement to its registration statement on Form S-3 (File No. 333-268960) offering the Shares.

Under the Stock Purchase Agreement, in lieu of paying in cash for the Shares, the Buyer will be absolving Next NRG LLC (“Next NRG”) of its liability of $770,000 (the “Next NRG Liabilities”). Next NRG is a wholly owned subsidiary of NextNRG Holding Corp., which is a wholly owned subsidiary of the Company, and Next NRG owes the Next NRG Liabilities to the Buyer pursuant to the Agreement for the Purchase and Sale of Future Receivables entered into between Next NRG and the Buyer on December 16, 2024. As a result, the Company will not receive any cash proceeds on closing.

The foregoing description of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Sichenzia Ross Ference Carmel LLP, the Company’s counsel, regarding the legality of the Shares that may be issued pursuant to the Stock Purchase Agreement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.1		Stock Purchase Agreement
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NextNRG, Inc.
Date: June 20, 2025	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer

FAQ

How many shares did NextNRG (NXXT) agree to issue under the June 20 2025 8-K?

The company will issue 256,667 common shares to Agile Capital Funding LLC.

What is the total value of the shares being issued by NextNRG?

The aggregate purchase price is approximately $770,000 at $3.00 per share.

Will NextNRG receive any cash from this stock issuance?

No. Agile Capital is forgiving a $770,000 liability of subsidiary Next NRG LLC in lieu of cash.

What liability is being extinguished through this transaction?

A $770,000 obligation arising from a December 16 2024 future-receivables agreement with Agile Capital.

Which exhibits accompany the Form 8-K filing?

Exhibit 5.1 (legal opinion), Exhibit 10.1 (Stock Purchase Agreement), Exhibit 23.1 (consent), and Exhibit 104 (cover page XBRL).