Investor buys $500K in NextNRG (NXXT) common stock

Rhea-AI Filing Summary

NextNRG, Inc. entered into a stock purchase agreement with an investor to raise new equity capital. The company agreed to sell 462,962 shares of its common stock to the purchaser for a total of $500,000, which represents a price of $1.08 per share. The agreement includes customary representations, warranties and covenants, and the full stock purchase agreement is filed as an exhibit.

Insights

Equity Capital Markets Analyst

NextNRG adds equity capital through a small direct share sale.

NextNRG, Inc. has entered a stock purchase agreement with a single investor to sell 462,962 common shares for $500,000, implying a per-share price of $1.08. This is a straightforward cash-for-stock transaction documented as a material definitive agreement.

The terms described are standard, with customary representations, warranties and covenants, and no additional structural features such as warrants or convertible securities mentioned in the excerpt. Actual impact on existing holders depends on the company’s overall share count and capitalization, which are not detailed here.

The agreement is dated January 20, 2026, with the full stock purchase contract filed as Exhibit 10.1. Subsequent disclosures in periodic reports may provide more context on how this equity capital fits into the company’s broader funding plans.

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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): January 20, 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.

On January 20, 2026, NextNRG, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with an investor (the “Purchaser”). Pursuant to the terms of the SPA, the Company agreed to sell, and the Purchaser agreed to purchase, 462,962 shares of the Company’s common stock at a purchase price of $500,000, representing a price per share of $1.08. The SPA contains customary representations, warranties and covenants.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Stock Purchase Agreement, dated as of January 20, 2026, by and between the registrant and the Purchaser.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain identified information has been excluded from Exhibit 10.1 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

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: January 26, 2026	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer

FAQ

What agreement did NextNRG, Inc. (NXXT) enter on January 20, 2026?

NextNRG, Inc. entered into a Stock Purchase Agreement with an investor, under which the investor agreed to purchase newly issued shares of the company’s common stock.

How many NextNRG (NXXT) shares are being sold under the stock purchase agreement?

The company agreed to sell 462,962 shares of its common stock to the investor.

What is the total purchase price and per-share price in the NextNRG stock deal?

The investor will pay a total of $500,000, which the company states represents a price of $1.08 per share for the 462,962 shares.

Who is the counterparty to NextNRG’s January 2026 stock purchase agreement?

The agreement is between NextNRG, Inc. and an investor referred to as the Purchaser; the excerpt does not name the investor.

Where can investors find the full terms of NextNRG’s stock purchase agreement?

The complete Stock Purchase Agreement, dated January 20, 2026, is filed as Exhibit 10.1 to the report.

What type of security of NextNRG (NXXT) is involved in this transaction?

The transaction involves shares of NextNRG’s common stock, each with a par value of $0.0001 per share.