NextNRG trims ATM capacity to $60,000,000 from $75,000,000

NextNRG, Inc. amended its at-the-market (ATM) program, reducing the aggregate allowed offering amount to $60,000,000 from $75,000,000.

Rhea-AI Filing Summary

NextNRG, Inc. amended its at-the-market (ATM) program, reducing the aggregate allowed offering amount to $60,000,000 from $75,000,000. The ATM Sales Agreement remains in place with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC as sales agents, allowing shares to be sold from time to time through these agents, subject to the agreement’s terms.

The company stated there were no other changes to the ATM Agreement. The filing also clarifies that this notice does not constitute an offer to sell or a solicitation to buy shares.

Insights

Capital markets & equity issuance analyst

Neutral: ATM capacity cut to $60M; terms otherwise unchanged.

NextNRG reduced its at-the-market program limit to $60,000,000 from $75,000,000. ATMs allow a company to sell small amounts of stock over time through designated agents, typically at prevailing market prices.

The amendment lists the same agents—ThinkEquity, H.C. Wainwright & Co., and Roth Capital Partners—and states there were no other changes. This points to an administrative adjustment to potential issuance capacity rather than a change in mechanics or economics.

Actual share sales, timing, and volumes—if any—will depend on future decisions and market conditions. The filing specifies it is not an offer or solicitation; subsequent disclosures would reflect any sales executed under the amended capacity.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NextNRG (NXXT) change in its ATM program?

It reduced the aggregate allowed offering amount to $60,000,000 from $75,000,000.

Who are the sales agents for NextNRG’s ATM?

The agents are ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC.

Were there other changes to the ATM terms?

No. The company stated there were no other changes to the ATM Agreement.

Does this amendment constitute an offer to sell shares?

No. The notice explicitly states it is not an offer to sell or a solicitation to buy shares.

When was the amendment executed?

The amendment is dated November 14, 2025.

What is an ATM program in this context?

It allows the company to sell common stock from time to time through agents, subject to the agreement’s terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/14/2025 - 04:45 PM Learn about SEC filing dates

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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 14, 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 1.01 Entry into Material Definitive Agreement

As previously disclosed, on July 3, 2025, NextNRG, Inc. (the “Company”) entered into an ATM Sales Agreement, or the ATM Agreement, with ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents shares of its common stock, $0.0001 par value per share, having an aggregate offering price of up to $75,000,000, subject to the terms and conditions of the ATM Agreement.

On November 14, 2025, the Company and the Agents entered into amendment No. 1 to the ATM Agreement (the “Amendment”) pursuant to which the Company and the Agents agreed to reduce the aggregate allowed offering amount under the ATM Agreement from $75,000,000 to $60,000,000. There were no other changes to the ATM Agreement.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the ATM Agreement, nor shall there be any sale of such 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated November 14, 2025.
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 14, 2025	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer