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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 5, 2026
NEXTNRG,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40809 |
|
83-4260623 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
407
Lincoln Rd. #9F, Miami Beach, Florida 33139
(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
7.01. Regulation FD Disclosure.
On
June 5, 2026, NextNRG, Inc. (the “Company”) issued a press release announcing certain preliminary financial results
for the month of May 2026. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.
In
accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information
set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form
8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
release of the registrant issued on June 5, 2026. |
| 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 5, 2026 |
By: |
/s/
Michael Farkas |
| |
Name: |
Michael
Farkas |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
NextNRG
Reports Preliminary May 2026 Revenue of $9.3 Million, Up 41% Year-Over-Year
Gross
Profit Grows 75% Year-Over-Year as Platform Operational Efficiency Improves
MIAMI,
FL, June 5, 2026 (GLOBE NEWSWIRE) — NextNRG, Inc. (NASDAQ: NXXT), a pioneer in AI-driven energy innovation transforming
how energy is produced, managed, and delivered, today announced preliminary unaudited financial results for May 2026.
“Revenue
of $9.3 million, 41% top-line growth, and gross profit up 75% year-over-year, these are not isolated data points, they are telling the
same story. We are delivering more value per gallon, managing costs with greater discipline, and building unit economics that matter
for long-term performance. The platform is working, and we enter the second half of 2026 with the momentum and operational foundation
to keep building on it,” said Michael D. Farkas, Founder and CEO of NextNRG.
May
2026 Highlights:
●
Revenue: $9.3 million, up 41% year-over-year from $6.6 million in May 2025
●
Gallons Delivered: approximately 1.9 million gallons, down approximately 4% year-over-year from approximately 2.0 million
gallons in May 2025
● Gross
Profit: approximately $827,000, up 75% year-over-year from approximately $472,000 in May 2025 (preliminary)
●
Gross Margin: 8.9%, compared to 7.1% in May 2025
May
2026 revenue of $9.3 million reflects 41% growth over May 2025, achieved on approximately 1.9 million gallons delivered, down approximately
4% from approximately 2.0 million gallons delivered in May 2025. The combination of meaningfully higher revenue on a lower gallon base
reflects continued improvement in fleet deployment, dispatch efficiency, and route optimization. May marks the fifth consecutive month
of double-digit year-over-year revenue growth in 2026, demonstrating the consistency of the platform’s performance as the business
scales.
The
Company continues to advance its energy infrastructure segment, including its smart microgrid pipeline, while remaining focused on scaling
and optimizing its mobile fueling operations.
Note
on Preliminary Results
The
financial results for May 2026 are preliminary and unaudited. Gross profit figures remain in process as not all fuel purchases for the
period have been received and recorded. Final results may differ and will be confirmed upon the completion of standard month-end closing
procedures.
About
NextNRG, Inc.
NextNRG,
Inc. (NextNRG) is Powering What’s Next by integrating artificial intelligence (AI) and machine learning (ML) into utility infrastructure,
battery storage, wireless EV in-motion charging, renewable energy and mobile fuel delivery, to create a unified platform for modern energy
management. At the core of its strategy is the Next Utility Operating System®, which uses AI to optimize both new and existing infrastructure
across microgrids, utilities, and fleet operations. NextNRG’s smart microgrids serve commercial, healthcare, educational, tribal,
and government sites delivering cost savings, reliability, and decarbonization. The company also operates one of the nation’s largest
on-demand fueling fleets and is advancing wireless charging to support fleet electrification. To learn more, visit www.nextnrg.com.
Forward-Looking
Statements
This
press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement
describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement
and should be considered an at-risk statement. Words such as “expect,” “intends,” “will,” and similar
expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including,
but not limited to, those related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described
in NextNRG’s filings with the Securities and Exchange Commission from time to time. NextNRG’s forward-looking statements
involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed
or implied by such forward-looking statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of
its management, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes
no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking
statements.
Investor
Relations Contact
NextNRG,
Inc.
Sharon
Cohen
SCohen@nextnrg.com
