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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 |
