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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): 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 |
