[8-K] NEXTNRG, INC. Reports Material Event

Rhea-AI Filing Summary

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

Insights

Capital structure and securities lawyer

NextNRG adds $2.95M of secured convertible notes with registered underlying shares.

NextNRG completed a third closing in its structured financing, issuing senior secured convertible notes with aggregate principal of $2,950,000 plus due diligence notes of $295,000. The company received gross cash proceeds of $2,500,000, reflecting an 18% original issue discount, so the debt recorded is higher than the cash inflow.

The notes and due diligence notes from this closing convert at $1.688 per share of common stock, and are paired with warrants and due diligence warrants to purchase up to 825,000 shares of common stock. This structure combines secured debt with equity-linked features, which can lead to future share issuance if holders convert or exercise, while the security interest strengthens creditor protection.

The company states that shares issuable upon conversion or exercise from this and any additional closings are registered under its Form S-3 shelf and a prospectus supplement filed on September 9, 2025, as amended on November 18, 2025. That registration facilitates future resales of the underlying shares once issued, so actual impact on the share count and trading dynamics will depend on investor conversion and exercise decisions.

false 0001817004 0001817004 2025-11-12 2025-11-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): November 12, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on September 8, 2025, NextNRG, Inc. (the “Company”) entered into securities purchase agreement (the “Purchase Agreement”), with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principal amount of up to $11,800,000 (the “Notes”), which are convertible into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $5.00 (the “Warrants). In connection with the transaction contemplated in the Purchase Agreement, the Company also agreed to issue to another accredited investor, who is a consultant of the Investor, due diligence notes, in the 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, subject to adjustment as provided in the due diligence warrants (the “Due Diligence Warrants”). The initial closing was on September 8, 2025, where the Company issued Notes in the aggregate principal amount of $2,950,000, Warrants to purchase up to 750,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $295,000 and Due Diligence Warrants to purchase up to 75,000 shares of Common Stock (the “Initial Closing”).The Company received $2,500,000 gross proceeds at the Initial Closing, which reflects an original issue discount of 18% on the Notes.

As also previously disclosed, on October 3, 2025 and on October 22, 2025, the Company and the Investor consummated an additional closing and the Company issued Notes in the aggregate principal amount of $2,950,000, Warrants to purchase up to 750,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $295,000 and Due Diligence Warrants to purchase up to 75,000 shares of Common Stock (the “Second Closing”). The Company received aggregate gross proceeds of $2,500,000 at the Second Closing, which reflects an original issue discount of 18% on the Notes.

Pursuant to the Purchase Agreement, on November 12, 2025, the Company issued additional Notes in the aggregate principal amount of $2,950,000, Warrants to purchase up to 750,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $295,000 and Due Diligence Warrants to purchase up to 75,000 shares of Common Stock (the “Third Closing”). The Company received aggregate gross proceeds of $2,500,000 at the Third Closing, which reflects an original issue discount of 18% on the Notes.

Other than the Conversion Price of the Notes and the Due Diligence Notes issued by the Company at the Third closing, which is $1.688 per share of Common Stock, all other terms of the Notes, Warrants, Due Diligence Notes and Due Diligence Warrants issued by the Company at that closing are the same as the Notes, Warrants, Due diligence Notes and Due Diligence Warrants issued by the Company at the Initial Closing.

The issuance of the shares of Common Stock issuable by the Company upon the conversion of the Notes or the Due Diligence Notes or upon the exercise of the Warrants or the Due Diligence Warrants that were issued at the Initial Closing or at the Second Closing was registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268960), which was filed with the Securities and Exchange Commission (the “Commission”) on December 22, 2022, and declared effective on January 3, 2023 (the “Shelf Registration Statement”), and a prospectus supplement to the base prospectus forming a part of such registration statement, which was filed by the Company with the Commission on September 9, 2025.

The issuance of the shares of Common Stock issuable by the Company upon the conversion of the Notes or the Due Diligence Notes or upon the exercise of the Warrants or the Due Diligence Warrants that were issued at the Third Closing or that may be issued by the Company at any additional closing pursuant to the Purchase Agreement (the “Additional Closing”), was registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268960), which was filed with the Securities and Exchange Commission (the “Commission”) on December 22, 2022, and declared effective on January 3, 2023 (the “Shelf Registration Statement”), and a prospectus supplement to the base prospectus forming a part of such registration statement, which was filed by the Company with the Commission on September 9, 2025, as amended by the prospectus supplement No.1, which was filed by the Company with the Commission on November 18, 2025 (the “Prospectus Supplement”)

The foregoing description of the Notes, the Warrants, the Due Diligence Notes and the Due Diligence Warrants is not complete and is qualified in its entirety by reference to the description and the form of the Notes, the Warrants, the Due Diligence Notes, and the Due Diligence Warrants which were filed as exhibits to the Company’s Current Report on Form 8-K filed on September 9, 2025, and are incorporated herein by reference.

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 3.02. Unregistered Sales of Equity Securities.

The Notes, the Warrants, the Due Diligence Notes and the Due Diligence Warrants issued at the Third Closing and issuable at any Additional Closing (and the shares of Common Stock underlying such Notes, Warrants, Due Diligence Notes and Due Diligence Warrants) were not registered under the Securities Act of 1933, as amended (the “Securities Act”) at the time of issuance and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. Subsequently, the shares of Common Stock issuable by the Company upon the conversion of the Notes and the Due Diligence Notes and upon the exercise of the Warrants and the Due Diligence Warrants that were issued at the Third Closing or that may be issued by the Company at any Additional Closing have been registered pursuant to the Prospectus Supplement.

The information contained in Item 1.01 of this Current Report on Form 8-K about the Notes, the Warrants, the Due Diligence Notes, the Due Diligence Warrants and the shares of Common Stock issuable thereunder is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
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: November 18, 2025	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer

FAQ

What did NextNRG, Inc. (NXXT) announce in this 8-K filing?

NextNRG, Inc. reported a third closing under a previously disclosed securities purchase agreement, issuing additional senior secured convertible notes, related due diligence notes, and associated warrants and due diligence warrants, and receiving $2,500,000 in gross proceeds.

How much cash did NextNRG (NXXT) receive at the Third Closing?

At the Third Closing on November 12, 2025, NextNRG received $2,500,000 in gross proceeds. This reflects an 18% original issue discount on senior secured convertible notes with aggregate principal of $2,950,000.

What securities did NextNRG issue at the Third Closing under the purchase agreement?

At the Third Closing, NextNRG issued senior secured convertible notes with aggregate principal of $2,950,000, due diligence notes with aggregate principal of $295,000, warrants to purchase up to 750,000 shares of common stock, and due diligence warrants to purchase up to 75,000 shares of common stock.

What is the conversion price of NextNRGs notes issued at the Third Closing?

The filing states that, at the Third Closing, the conversion price of both the senior secured convertible notes and the due diligence notes issued is $1.688 per share of common stock.

How were the NextNRG (NXXT) notes and warrants initially offered and later registered?

The notes, warrants, due diligence notes, and due diligence warrants at the Third Closing were initially offered in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b). The shares of common stock underlying those instruments have since been registered under the companys Form S-3 shelf registration statement (File No. 333-268960) and a prospectus supplement, as amended.

Which registration statement covers the shares underlying NextNRGs Third Closing securities?

The shares of common stock issuable upon conversion of the notes and due diligence notes and upon exercise of the warrants and due diligence warrants from the Third Closing, and from any additional closing, are registered under NextNRGs Form S-3 shelf registration statement (File No. 333-268960) and a prospectus supplement filed September 9, 2025, as amended by Prospectus Supplement No. 1 filed November 18, 2025.