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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 24, 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 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 the 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 (see General Instruction A.2. below):
| ☐ |
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 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 |
|
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 a 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
July 24, 2026, NextNRG, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with an institutional investor
(the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a
senior secured convertible note of the Company, in the aggregate original principal amount of $2,000,000 (the “Note”), which
is convertible into shares of common
stock of the Company (the “Conversion Shares”), par value $0.0001 per share (the “Common
Stock”). The closing of the transaction contemplated
under the Purchase Agreement (the “Closing”) occurred on
July 24, 2026 (the “Closing Date”). Upon
the Closing, the Company issued the Note and received gross proceeds of approximately
$1.8 million. The Company intends to use the net proceeds from
the sale of the Note for general corporate purposes and working capital requirements.
Pursuant
to the Purchase Agreement, the Company agreed not to issue any equity, equity linked securities, debt or preferred shares in any Subsequent
Placement (as defined in the Purchase Agreement) so long as the Note is outstanding, subject to certain exceptions. The Company also
agreed to provide the Investor with a right of participation in 100% of any Subsequent Placement until the later of the 4 month anniversary
of the Closing Date and the date the Note is no longer outstanding.
The
Note
The Note bears interest at a rate of
twelve percent (12%) per annum and will mature on October 24, 2026 (the “Maturity Date”).
From and after the occurrence and during the continuance of any Event of Default (as defined in the
Note), the interest rate will increase by nine percent (9%) until such Event of Default is subsequently cured. The Maturity Date
may be extended for an additional three (3) months by mutual written consent of the Company and the Investor or at the option of the
Investor, subject to the terms of the Note. On the Maturity Date, the Company shall pay to
the Investor an amount in cash representing the sum of (i) 50% of all outstanding principal
(the “Payment Premium”), (ii) all outstanding principal, and (iii) all accrued
and unpaid interest and Late Charges (as defined in the
Note) on such principal and interest. The
Note is convertible at the option of the Investor into Conversion Shares at a fixed conversion
price equal to $0.75 per share.
The
Company may, at any time and with 30 days’ prior notice, redeem
all of the outstanding amount then remaining under the Note for cash in an amount equal to the sum of (i) the Payment Premium, (ii) all
outstanding principal, and (iii) all accrued and unpaid interest and Late Charges on
such principal and interest as of the applicable redemption date.
Pursuant to the Note, if the Company shall determine
to prepare and file with the Securities and Exchange Commission a registration statement or
offering statement of any of its equity securities (other than on Form S-4 or Form S-8), then
the Company shall deliver to the Investor a written notice of such determination and, if within fifteen (15) days after the date
of the delivery of such notice, the Investor shall so request in writing, the Company shall include in such registration statement or
offering statement all or any number of Conversion Shares and/or any capital stock of the
Company issued or issuable with respect to the Conversion Shares or the Note as requested by the Investor.
The Note is secured by the
collateral set forth in the Security and Pledge Agreement (as defined below) and is guaranteed by
each of the Company’s subsidiaries pursuant to a Guaranty (the “Guaranty”).
The
Security and Pledge Agreement
In connection with the Purchase Agreement and the
Note, on July 24, 2026, the Company, certain subsidiaries of the Company (each a “Grantor”
and together with the Company, collectively, the “Grantors”) and the Investor also entered into a security and pledge agreement
(the “Security and Pledge Agreement”). Pursuant to the Security and Pledge Agreement, the Grantors
have granted a security interest in the Collateral (as
defined in the Security and Pledge Agreement), which includes substantially all of the assets of the Company.
The foregoing does not purport to be a complete description
of each of the Note, the Purchase Agreement, the Security and Pledge Agreement and the Guaranty
and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 4.1, 10.1,
10.2 and 10.3, respectively, to this Form 8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant
The
information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Notes, the Purchase Agreement, the Security
and Pledge Agreement and the Guaranty is incorporated herein by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02. The Note
was, and the Conversion Shares issuable upon conversion or otherwise pursuant to the terms thereof will be, offered, issued and sold
in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)
afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
ITEM
9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Initial Note |
| 10.1 |
|
Form of Securities Purchase Agreement, dated July 24, 2026 |
| 10.2 |
|
Form of Security and Pledge Agreement, dated July 24, 2026 |
| 10.3 |
|
Form of Guaranty, dated as of July 24, 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, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
|
EVA
LIVE INC. |
| |
|
|
|
| July
29, 2026 |
|
By: |
/s/
Michael D. Farkas |
| Date |
|
|
Michael
D. Farkas |
| |
|
|
Chief
Executive Officer |
