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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): March 9, 2026
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.) |
407
Lincoln Rd. #9F, Miami Beach, Florida 33190
(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 a Material Definitive Agreement.
March
11 Stock Purchase Agreement
As previously disclosed, on July 15, 2025, NextNRG, Inc. (the “Company”) issued a promissory note in favor of a third party (the “Noteholder”)
in the original principal amount of $2,000,000 (the “Note”). On
March 11, 2026, the Company entered into a Stock Purchase Agreement (the “March 11 SPA”) with the Noteholder.
Pursuant to the terms of the March 11 SPA, the Company agreed to sell to the Noteholder, and the Noteholder agreed to purchase, 3,181,818
shares of the Company’s common stock at a purchase price of $1,750,000 (the “Purchase Price”), representing a price
per share of $0.55. In lieu of paying the Purchase Price in cash, the Noteholder agreed to absolve the Company of its liability in the
amount of $1,750,000 pursuant to the Note.
The
March 11 SPA contains customary representations, warranties and covenants.
The
foregoing description of the March 11 SPA does not purport to be complete and is qualified in its entirety by reference to the full text
of the March 11 SPA, a copy of which is filed herewith as Exhibit 10.1.
Receivables
Agreement
On March 9,
2026, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Receivables
Agreement”), dated as of March 5, 2026, with a third
party funder (the “Purchaser”). Pursuant to the terms of the Receivables Agreement, the Company agreed to sell to
the Purchaser, and the Purchaser agreed to purchase,
the Company’s right, title and interest in 6.87% (the “Specified Percentage”) of the Company’s receipts of monies
for the sale of its goods and services after the effective date of the Agreement (the “Future Receipts”) until $2,772,000
(the “Purchased Amount”) shall have been delivered by the Company to the Purchaser.
In consideration thereof, the Purchaser paid $2,100,000 to the Company, less applicable fees
in the amount of $105,035.
The
Company agreed to deliver to the Purchaser daily a fixed amount that the parties agree to be a good faith approximation of the Specified Percentage of the
Future Receipts, which amount initially will be equal to $231,000 on a biweekly basis.
As
security for payment and performance of the Company’s obligations pursuant to the Receivables Agreement, the Company agreed to
grant to the Purchaser a
first priority lien on all of the Company’s interest in all accounts, including, but not limited to deposit accounts, accounts
receivables, other receivables and inventory, whether existing as of the effective date of the Receivables Agreement or thereafter acquired.
Upon
occurrence of an event of default due to the Company’s breach of its obligations under the Receivables Agreement, the Company agreed
to immediately deliver to the Purchaser the
entire unpaid portion of the Purchased Amount. The Company also agreed to pay the Purchaser
specified damages, and the entire sum due will bear simple
interest from the default date until it is paid in full, at a rate of 9% per annum, with interest accruing daily.
The
Receivables Agreement does not have a fixed duration and will expire on the date on which the Purchased Amount and all other sums due
to the Purchaser are
paid in full.
The
Receivables Agreement contains customary representations, warrants and covenants.
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 Receivables Agreement.
The
foregoing description of the Receivables Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Receivables Agreement, a copy of which is filed herewith as Exhibit 10.2.
Item
1.02. Termination of a Material Definitive Agreement.
In
connection with entry into the March 11 SPA and payment of the Purchase Price through the Noteholder’s absolving of the Company’s
liability in the amount of $1,750,000 pursuant to the Note, the Note was terminated on March 11, 2026. As a result, any obligations and/or
liabilities of the Company under the Note are null and void, of no further force or effect, and fully satisfied.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Stock Purchase Agreement, dated as of March 11, 2026, by and between the registrant and the Noteholder. |
| 10.2 |
|
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. |
| 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:
March 13, 2026
|
By: |
/s/
Michael Farkas |
| |
Name: |
Michael
Farkas |
| |
Title: |
Chief
Executive Officer |
