NextNRG (Nasdaq: NXXT) adds $1.25M via second secured convertible note and warrant deal

Rhea-AI Filing Summary

NextNRG, Inc. entered into a second closing under a previously disclosed securities purchase agreement with an accredited investor, raising additional capital through senior secured convertible notes and equity-linked securities. On October 3, 2025, the company issued notes with an aggregate principal amount of $1,475,000, warrants to purchase up to 375,000 shares of common stock, due diligence notes with principal of $147,500, and due diligence warrants to purchase up to 37,500 shares of common stock, collectively referred to as the Second Closing.

The company received $1,250,000 in gross proceeds at the Second Closing, reflecting an 18% original issue discount on the notes, after having received $2,500,000 at the initial closing on September 8, 2025. The notes from the Second Closing have an initial conversion price of $1.92 per share, and all other terms of the notes, warrants, due diligence notes, and due diligence warrants match those from the initial closing. Shares issuable upon conversion or exercise related to these instruments from both closings were registered under an existing Form S-3 shelf registration statement and prospectus supplement.

Insights

Capital structure and corporate finance analyst

NextNRG adds $1.25M gross via second closing of convertible note and warrant financing on prior shelf.

NextNRG is expanding an existing financing structure with a second closing of senior secured convertible notes and associated warrants. The latest tranche adds notes with principal of $1,475,000 plus due diligence notes of $147,500, alongside warrants for 375,000 shares and due diligence warrants for 37,500 shares of common stock. The notes carry an original issue discount of 18%, so cash proceeds are lower than principal.

Across the initial and second closings, the company has now received aggregate gross proceeds of $3,750,000 while issuing instruments that are convertible or exercisable into common stock. The initial conversion price for the new notes and due diligence notes is set at $1.92 per share, which defines the share count if holders elect to convert under current terms. The use of a shelf registration statement and prospectus supplement for the underlying shares permits these securities to be issued and potentially resold under an established framework.

This structure combines secured debt with potential future equity issuance through conversion and warrant exercise, which can affect leverage and share count depending on investor actions. Subsequent disclosures in periodic reports may provide more detail on how much of the notes are converted or remain outstanding after quarter ends that include the September 8 and October 3, 2025 closings.

8-K Event Classification

2 items: 1.01, 3.02

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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FAQ

What financing transaction did NextNRG (NXXT) report in this 8-K?

NextNRG reported a second closing under a previously disclosed securities purchase agreement, issuing senior secured convertible notes, warrants, due diligence notes, and due diligence warrants to accredited investors in exchange for additional capital.

How much cash did NextNRG (NXXT) receive in the second closing?

The company received $1,250,000 in gross proceeds at the Second Closing, which reflects an 18% original issue discount on the senior secured convertible notes.

What securities were issued by NextNRG (NXXT) in the second closing?

NextNRG issued senior secured convertible notes with principal of $1,475,000, warrants to purchase up to 375,000 shares of common stock, due diligence notes with principal of $147,500, and due diligence warrants to purchase up to 37,500 shares of common stock.

What is the conversion price of NextNRG’s new convertible notes?

The initial conversion price of the notes and due diligence notes issued at the Second Closing is $1.92 per share of common stock, as disclosed in the agreement.

Were the shares underlying NextNRG’s notes and warrants registered with the SEC?

Shares of common stock issuable upon conversion of the notes and due diligence notes and upon exercise of the warrants and due diligence warrants from the initial and second closings were registered under NextNRG’s Form S-3 shelf registration statement and related prospectus supplement.

Under what securities law framework were NextNRG’s securities offered?

The notes, warrants, due diligence notes, due diligence warrants, and shares issuable thereunder were offered in reliance on Section 4(a)(2) and Rule 506(b) of the Securities Act, except that the underlying shares from the initial and second closings were registered via the prospectus supplement.

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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): October 9, 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 September 8, 2025, NextNRG, Inc. (the “Company”) entered into securities purchase agreement (the “Purchase Agreement”), with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principal amount of up to $11,800,000 (the “Notes”), which are convertible into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $5.00 (the “Warrants). In connection with the transaction contemplated in the Purchase Agreement, the Company also agreed to issue to another accredited investor, who is a consultant of the Investor, due diligence notes, in the aggregate original principal amount of up to $1,180,000 (the “Due Diligence Notes”) and due diligence warrants to purchase up to 300,000 shares of Common Stock, subject to adjustment as provided in the due diligence warrants (the “Due Diligence Warrants”). The initial closing was on September 8, 2025, where the Company issued Notes in the aggregate principal amount of $2,950,000, Warrants to purchase up to 750,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $295,000 and Due Diligence Warrants to purchase up to 75,000 shares of Common Stock (the “Initial Closing”).The Company received $2,500,000 gross proceeds at the Initial Closing, which reflects an original issue discount of 18% on the Notes.

Pursuant to the Purchase Agreement, on October 3, 2025, the Company and the Investor consummated an additional closing and the Company issued Notes in the aggregate principal amount of $1,475,000, Warrants to purchase up to 375,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $147,500 and Due Diligence Warrants to purchase up to 37,500 shares of Common Stock (the “Second Closing”). The Company received $1,250,000 gross proceeds at the Second Closing, which reflects an original issue discount of 18% on the Notes.

Other than the amounts of the Notes, Warrants, Due diligence Notes and Due Diligence Warrants issued in the Second Closing, and the initial Conversion Price of the Notes and the Due Diligence Notes issued by the Company at the Second Closing, which is $1.92 per share of Common Stock, all other terms of the Notes, Warrants, Due diligence Notes and Due Diligence Warrants issued by the Company at the Second Closing are the same as the Notes, Warrants, Due diligence Notes and Due Diligence Warrants issued by the Company at the Initial Closing.

The issuance of the shares of Common Stock issuable by the Company upon the conversion of the Notes or the Due Diligence Notes or upon the exercise of the Warrants or the Due Diligence Warrants that were issued at the Initial Closing or at the Second Closing was registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268960), which was filed with the Securities and Exchange Commission (the “Commission”) on December 22, 2022, and declared effective on January 3, 2023 (the “Shelf Registration Statement”), and a prospectus supplement to the base prospectus forming a part of such registration statement (the “Prospectus Supplement”), which was filed by the Company with the Commission on September 9, 2025.

The foregoing description of the Notes, the Warrants, the Due Diligence Notes and the Due Diligence Warrants is not complete and is qualified in its entirety by reference to the description and the form of the Notes, the Warrants, the Due Diligence Notes, and the Due Diligence Warrants which were filed as exhibits to the Company’s Current Report on Form 8-K filed on September 9, 2025, and are incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the 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 3.02. Unregistered Sales of Equity Securities.

The Notes, the Warrants, the Due Diligence Notes, the Due Diligence Warrants and the shares of Common Stock issuable thereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder, except that the shares of Common Stock issuable by the Company upon the conversion of the Notes and the Due Diligence Notes and upon the exercise of the Warrants and the Due Diligence Warrants that were issued at the Initial Closing or at the Second Closing were registered pursuant to the Prospectus Supplement.

The information contained in Item 1.01 of this Current Report on Form 8-K about the Notes, the Warrants, the Due Diligence Notes, the Due Diligence Warrants and the shares of Common Stock issuable thereunder is hereby incorporated by reference into this Item 3.02.

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: October 9, 2025	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer