[8-K] NEXTNRG, INC. Reports Material Event

Rhea-AI Filing Summary

NextNRG, Inc. filed an Form 8-K reporting a material transaction: the company and its Chief Executive Officer, Michael D. Farkas, executed a Stock Purchase Agreement dated September 18, 2025. The filing includes the agreement as Exhibit 10.1 and was signed on September 19, 2025 by Michael Farkas in his role as CEO. The document lists an interactive cover page data file but provides no financial terms, share counts, consideration, or other economic details in the provided text. Because the filing names the parties and the agreement date but omits transaction economics, readers are informed that a material equity-related deal occurred while key deal terms remain undisclosed.

Positive

• Material transaction disclosed with an insider (CEO) on September 18, 2025, satisfying Item 1.01/3.02 disclosure requirements
• Formal exhibit (Exhibit 10.1) attached indicating the company is documenting the agreement in the public record

Negative

• No financial terms disclosed in the provided text—missing purchase price, share count, and payment structure
• Insufficient detail to assess dilution or control effects; investors cannot quantify impact from this filing alone

Insights

Corporate Finance Analyst

Company executed a material equity transaction with its CEO; terms not disclosed.

The filing shows a Stock Purchase Agreement between the company and CEO dated September 18, 2025, which is a balance-sheet and ownership event that can affect share count and insider holdings.

Key dependencies are the undisclosed economic terms: number of shares, purchase price, vesting, and any investor protections. Without those figures, the near-term impact on dilution, control, or capital structure cannot be quantified; monitor for an amended filing or the exhibit text that includes amounts and share counts within the statutory disclosure window.

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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): September 18, 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.)

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.

Stock Purchase Agreement

On September 18, 2025, NextNRG, Inc (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with its Chief Executive Officer and Executive Chairman, Michael D. Farkas (the “Lender”). Pursuant to the SPA, the Company issued 1,000,000 restricted shares if its common stock to the Lender at a price of $1.67 per share. The purchase price was paid by the Lender through the cancellation and discharge of $1,670,000 of outstanding indebtedness owed by the Company to the Lender under promissory notes dated May 5, 2025, May 9, 2025, May 19, 2025, May 20, 2025, and June 10, 2025.

The issuance of the common stock was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The transaction did not involve a public offering and was conducted as a private transaction. In addition, because the purchase price equaled the consolidated closing bid price of the Company’s common stock on the date of issuance, shareholder approval was not required.

The foregoing description of the SPA is subject to and 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 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Stock Purchase Agreement between the Company and Michael D. Farkas, dated September 18, 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 September 19, 2025	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer

FAQ

What did NextNRG (NXXT) disclose in the 8-K dated September 18, 2025?

The company disclosed a Stock Purchase Agreement between NextNRG and CEO Michael D. Farkas dated September 18, 2025, filed as Exhibit 10.1 and signed on September 19, 2025.

Does the 8-K provide the purchase price or number of shares for the transaction?

No. The provided filing text does not include any purchase price, share counts, or other economic terms.

Who signed the 8-K for NextNRG and what is their role?

The filing was signed by Michael Farkas, whose title is listed as Chief Executive Officer.

Is this 8-K considered material to investors?

Yes. A stock purchase with the CEO is a material event because it can affect insider holdings and capital structure; however, the filing lacks the numeric terms needed to quantify the effect.

Where can investors find the full agreement terms?

Investors should review Exhibit 10.1 in the complete 8-K filing or subsequent amendments where the Stock Purchase Agreement text or schedules disclose price and share details.