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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): May 25, 2026
NextNRG,
Inc.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-40809 |
|
83-4260623 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
407
Lincoln Road #9F
Miami
Beach, FL 33139
(Address
of Principal Executive Offices and Zip Code)
(305)
791-1169
Registrant’s
Telephone Number, Including Area Code
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 (see General Instruction A.2. below):
| |
☐ |
Written
communication 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 240.13e-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 |
|
NXXT |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On
May 25, 2026, NextNRG, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with an institutional investor. Pursuant to the Purchase Agreement, the Company agreed to sell to the investor, and the investor agreed
to purchase from the Company, in a private placement offering, an aggregate of 10,000,000 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.64 per Share for aggregate gross
proceeds of $6,400,000. The offering closed on May 27, 2026 (the “Closing Date”), upon satisfaction of customary closing
conditions.
The
Company intends to use the net proceeds from the private placement to support continued growth across its operating segments, strengthen
working capital, accelerate strategic expansion initiatives, and eliminate $2,415,666 of convertible debt, which consists of all
of the Company’s outstanding convertible debt.
Pursuant
to the Purchase Agreement, the Company has agreed to file a resale registration statement (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) to register the Shares for resale. The Company agreed to file the
Registration Statement as soon as practicable (and in any event within 10 calendar days of the Purchase Agreement), and to use commercially
reasonable efforts to have such Registration Statement declared effective within 30 days after its filing, or 60 days in the event of
a review by the SEC.
The
Purchase Agreement provides that, for a period commencing upon the signing of the Purchase Agreement until 30 days after the effective
date of the Registration Statement, neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any Common Stock or common stock equivalents, or (ii) file any registration statement
or any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the Purchase Agreement. Further,
for a period of 60 days following the effective date of the Registration Statement, Company is also prohibited from effecting or entering
into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or common stock equivalents (or a
combination of units thereof) involving an at-the-market offering or a Variable Rate Transaction, as defined in the Purchase Agreement.
In
addition, each of the Company’s directors and executive officers entered into a lock-up agreement (the “Lock-Up Agreement”)
pursuant to which they agreed not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose any shares of Common Stock
for a period of 60 days following the effective date of the Registration Statement, subject to certain customary exceptions.
On
May 25, 2026, in connection with the private placement offering, the Company entered into a Placement Agency Agreement (the “Placement
Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). The Company agreed to pay the Placement
Agent an aggregate cash fee equal to 7.0% of the aggregate gross proceeds of the private placement offering and agreed to reimburse the
Placement Agent for up to $60,000 in expenses. The Shares were not registered under the Securities Act of 1933, as amended (the “Securities
Act”) and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section
4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
The
foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are subject to,
and qualified in their entirety by, reference to the full text of such documents which are attached as exhibits to this Form 8-K, and
are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The Company relied upon
the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering and/or
Rule 506 of Regulation D promulgated thereunder.
Item
8.01 Other Events
On
May 26, 2026, the Company issued a press release regarding the execution of the Purchase Agreement, a copy of which is attached as Exhibit
99.1 hereto. On May 27, 2026, the Company issued a press release regarding the closing of the private placement, a copy of which is attached
as Exhibit 99.2 hereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement |
| 99.1 |
|
Press Release dated May 26, 2026 |
| 99.2 |
|
Press Release dated May 28, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
NextNRG,
Inc. |
| |
|
|
| Date:
May 27, 2026 |
By: |
/s/
Michael D. Farkas |
| |
Name:
|
Michael
D. Farkas |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
NextNRG
Announces Pricing of a $6.4 Million Private Placement of Common Stock with a New Fundamental Institutional Investor
MIAMI,
FL, May 26, 2026 — NextNRG, Inc. (NASDAQ: NXXT) (the “Company” or “NextNRG), a pioneer in AI-driven energy innovation
transforming how energy is produced, managed, and delivered, today announced that it has entered into a securities purchase agreement
(the “Purchase Agreement”) with a single new fundamental institutional investor for the purchase and sale of 10,000,000 shares
of its common stock in a private placement. The gross proceeds from the offering are expected to be approximately $6.4 million, before
deducting placement agent fees and other estimated offering expenses.
The
closing of the offering is expected to occur on or about May 27, 2026, subject to the satisfaction of customary closing conditions. The
Company intends to use the net proceeds from the offering to support continued growth across its operating segments, strengthen working
capital, accelerate strategic expansion initiatives, and eliminate outstanding convertible debt.
“This
is a meaningful milestone for NextNRG and I believe is a reflection of the progress we’ve made. We view this investment from a
global institutional investor is a strong signal that sophisticated capital is paying attention to what we’re building. We’re
strengthening our financial foundation, accelerating growth across our platform, and staying focused on the opportunity ahead.”
—
Michael D. Farkas, Founder and Chief Executive Officer, NextNRG.
A.G.P./Alliance
Global Partners is acting as sole placement agent for the offering.
The
offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and
applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or
applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state
securities laws. Pursuant to the terms of the Purchase Agreement entered into with the investor, the Company has agreed to file a registration
statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock
sold in the offering.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
About
NextNRG, Inc.
NextNRG
Inc. (Nasdaq: NXXT) 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 U.S. Private Securities Litigation Reform Act of 1995
and other applicable securities laws. Any statements describing NextNRG’s goals, expectations, financial or other projections,
intentions, beliefs, and statements regarding the anticipated closing of the offering, the expected gross proceeds, the intended use
of proceeds, the satisfaction of closing conditions, the anticipated filing of a resale registration statement, that the investment
is a meaningful milestone and a reflection of the progress it has made, and that it is strengthening its financial foundation,
accelerating growth across its platform, and staying focused on the opportunity ahead, are forward-looking statements and should be
considered at-risk statements. 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 SEC 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.
Contacts:
Investor
Relations Contact:
NextNRG,
Inc.
Sharon
Cohen
SCohen@nextnrg.com
Media
Contact:
HCM
for NextNRG
nextnrg@hannahcranstonmedia.com
Exhibit 99.2
NextNRG Announces Closing of $6.4 Million Private Placement of
Common Stock with New Fundamental Institutional Investor
MIAMI, FL, May 28, 2026 (GLOBE NEWSWIRE) —NextNRG, Inc. (Nasdaq:
NXXT) (“NextNRG” or the “Company”), a pioneer in AI-driven energy innovation transforming how energy is produced,
managed, and delivered, today announced the closing of its previously announced private placement of 10,000,000 shares of its common
stock. The investor is a global multi-strategy institutional investment firm, and upon closing becomes an approximately 6% shareholder
of the Company. The Company received gross proceeds of approximately $6.4 million, before deducting placement agent fees and other offering
expenses.
With the transaction now closed and proceeds having been received,
the Company will move immediately to retire its outstanding convertible debt, strengthening the Company’s balance sheet ahead of
its next phase of growth. The remaining proceeds will be deployed toward working capital and strategic expansion across NextNRG’s
operating segments.
| |
|
“We are pleased to welcome a global institutional investor of
this caliber to our shareholder base. We believe their decision to invest reflects a high level of conviction in what we are building,
and that this capital will strengthen our financial foundation and enable us to move forward with greater speed and focus across our
platform.”
— Michael D. Farkas, Founder and Chief Executive
Officer, NextNRG
“We believe that the closing of this transaction
is a meaningful step in our effort to build a cleaner, more durable balance sheet. Eliminating our convertible debt removes a structural
overhang and puts us in a stronger position to allocate capital toward growth. We are focused on financial discipline as much as operational
execution, and this transaction reflects both.”
— Joel Kleiner, Chief Financial Officer, NextNRG
|
A.G.P./Alliance Global Partners acted as sole placement agent for
the offering.
ABOUT THIS OFFERING
The securities sold in this offering were issued in
reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation
D promulgated thereunder, and applicable state securities laws, and have not been registered under the Securities Act or applicable state
securities laws. Pursuant to the terms of the securities purchase agreement dated May 25, 2026, which the Company has entered into with
the investor signatory thereto, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission
(the “SEC”) covering the resale of the shares of common stock sold in the offering. This press release shall not constitute
an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state
or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
ABOUT NEXTNRG, INC.
NextNRG Inc. (Nasdaq: NXXT) 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 U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Any statements
describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs, including statements regarding
the intended use of proceeds, the anticipated filing of a resale registration statement, the expected impact of retiring convertible
debt, the Company’s capital strength and financial foundation, the Company’s ability to move forward with greater speed and
focus, and the Company’s ability to execute on its growth strategy and deliver long-term shareholder value, are forward-looking
statements and should be considered at-risk statements. Words such as “expect,” “believe,” “intends,”
“will,” “focused,” “enables,” and similar expressions are intended to identify forward-looking statements.
These and other risks are described in NextNRG’s filings with the SEC from time to time. NextNRG undertakes no obligation to update
any forward-looking statements except as required by law.
CONTACTS
Investor Relations
NextNRG, Inc.
Sharon Cohen
SCohen@nextnrg.com
Media Contact
HCM for NextNRG
nextnrg@hannahcranstonmedia.com
