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NextNRG, Inc. 8-K Filings

NXXT NASDAQ

Every 8-K that NextNRG, Inc. (NXXT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow NXXT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NXXT filings page.

Rhea-AI Summary

NextNRG, Inc. entered into a Securities Purchase Agreement with an institutional investor to issue up to 3,000,000 shares of Series C Convertible Non-Voting Preferred Stock with a $10.00 Stated Value, for an aggregate purchase price of $27.2 million. On August 13, 2026, the company completed an initial closing, issuing 1,000,000 Series C shares for $9.2 million, with part of the price paid by surrender of a $2,000,000 senior secured convertible note, which was then cancelled and its security interest released.

The Series C Preferred Stock pays a 12.5% annual dividend on Stated Value, payable monthly in cash or stock, and is convertible into common stock at an initial price of $0.75 per share, with variable pricing and full-ratchet anti-dilution protections for additional closings. It ranks senior to common and existing preferred stock, includes a liquidation preference, and allows holders to require redemption after two years, with enhanced redemption at 125% of Stated Value upon certain events. A Registration Rights Agreement requires timely registration of conversion shares, with liquidated damages of 1.5% of the investor’s aggregate Stated Value for delays. A Voting, Support and Standstill Agreement secures stockholder support for required proposals and limits certain creditor actions through at least two years from the initial closing.

Rhea-AI Summary

NextNRG, Inc. reported strong year-over-year improvement for the quarter ended June 30, 2026. Revenue rose 40.9% to $27.7 million, driven by expansion of mobile fueling operations. Gross profit increased to $2.0 million.

Loss from operations narrowed sharply to $(4.4) million from $(30.8) million, primarily due to an approximately $24.1 million reduction in stock-based compensation after a one-time issuance in the prior year. Net loss improved to $(6.6) million, down 81.7% from $(36.1) million, while diluted loss per share improved to $(0.04) from $(0.30).

Interest expense decreased 38.0% to $2.7 million, and Adjusted EBITDA loss improved 61.6% to $(2.2) million. As of June 30, 2026, cash and cash equivalents were $883,696 and total assets were $12.4 million. The company completed a $6.4 million private placement and is pursuing additional financing and strategic initiatives to support working capital, growth of its mobile fueling logistics, EV charging, and AI-driven microgrid controller businesses.

Rhea-AI Summary

NextNRG, Inc. entered into a securities purchase agreement with an institutional investor under which it issued a $2,000,000 senior secured convertible note on July 24, 2026, receiving gross proceeds of approximately $1.8 million for general corporate purposes and working capital.

The note bears 12% annual interest, matures on October 24, 2026 and may be extended by three months. At maturity or upon optional redemption by the company, the investor is entitled to all outstanding principal plus a 50% Payment Premium, plus accrued interest and any late charges. The note is convertible at the investor’s option into common stock at a fixed price of $0.75 per share, and upon an event of default the interest rate increases by an additional 9%. It is secured by substantially all of the company’s assets and guaranteed by its subsidiaries. While the note is outstanding, NextNRG agreed not to complete most new financings and granted the investor 100% participation rights in any permitted Subsequent Placement, along with piggyback registration rights for the conversion shares.

Rhea-AI Summary

NextNRG Inc. entered a Standard Merchant Cash Advance Agreement with Avanza Capital Holdings, LLC, selling $1,499,900 of future receivables for a $1,000,000 purchase price. After a $60,000 underwriting and program fee, the Company received $940,000 in net funds.

NextNRG will remit 25% of its daily settlements and receivables, with an initial estimated $62,496 collected by weekly ACH and a monthly collection cap of $268,732, subject to conditions. The obligations are secured by a first priority security interest over substantially all assets. On an Event of Default, Avanza can accelerate the full uncollected amount and charge 25% of the unpaid balance as liquidated damages. CEO Michael D. Farkas personally guaranteed the Company’s performance under the agreement.

Rhea-AI Summary

NextNRG, Inc. entered into a Stock Purchase Agreement with its CEO and Executive Chairman, Michael D. Farkas, under which the company issued 260,000 shares of common stock at $0.386 per share, for an aggregate value of $100,360.

Instead of paying cash, Mr. Farkas canceled $100,360 in liabilities the company owed him under a March 7, 2024 promissory note. Following this share issuance on June 16, 2026, the parties agreed to terminate that 2024 note.

Rhea-AI Summary

NextNRG, Inc. furnished an update with preliminary unaudited results for May 2026, highlighting strong top-line growth and better profitability. Revenue for May was $9.3 million, up 41% from $6.6 million in May 2025, while gross profit rose 75% to about $827,000 from approximately $472,000.

The company delivered about 1.9 million gallons in May 2026, slightly below roughly 2.0 million gallons a year earlier, yet gross margin improved to 8.9% from 7.1%, reflecting better pricing and operational efficiency. May marked the fifth consecutive month of double-digit year-over-year revenue growth, underscoring ongoing momentum in its AI-driven energy platform and mobile fueling operations, though figures may change once standard month-end closing is complete.

Rhea-AI Summary

NextNRG, Inc. entered into a securities purchase agreement for a private placement of 10,000,000 common shares at $0.64 per share, raising gross proceeds of $6.4 million. The offering closed on May 27, 2026 with a single institutional investor that becomes an approximately 6% shareholder.

The company plans to use the net proceeds to support growth initiatives, strengthen working capital, and retire $2,415,666 of convertible debt, which represents all of its outstanding convertible debt. NextNRG will file a resale registration statement for the new shares and agreed to issuance and ATM/Variable Rate Transaction restrictions, plus 60‑day lock-ups for directors and officers. A.G.P./Alliance Global Partners acted as placement agent, receiving a 7% cash fee and expense reimbursement.

Rhea-AI Summary

NextNRG, Inc. reported first-quarter 2026 results with revenue up 29% year-over-year to $21.1 million, driven mainly by expansion in mobile fueling operations and higher fuel volumes and pricing. Gross profit rose to $1.7 million and gross margin improved to 8.1% from 3.2% as route optimization and fleet efficiency improved.

Despite these gains, the company posted a loss from operations of $10.1 million and a net loss of $10.8 million available to common stockholders, both wider than a year ago, largely due to $7.9 million of non-cash stock-based compensation. Interest expense fell sharply to $0.7 million from $3.3 million, helping Adjusted EBITDA improve to a loss of $1.2 million from a $3.4 million loss. Cash and cash equivalents were $0.2 million as of March 31, 2026, with total assets of $12.3 million, while management evaluates financing and strategic options to support working capital and growth across its microgrid, wireless EV charging, and mobile fueling businesses.

Rhea-AI Summary

NextNRG, Inc. entered into a $1,000,000 Business Loan and Security Agreement with Venture Debt, LLC on April 27, 2026. The company received $930,000 in net proceeds after a $70,000 origination fee, and must repay a total of $1,450,000 in 24 weekly installments of $60,417 through October 13, 2026.

The loan carries an annual percentage rate of approximately 203.17%, is secured by all of NextNRG’s and CEO Michael Farkas’ assets and personal property, and is personally guaranteed by Mr. Farkas. It includes restrictive covenants limiting additional high-cost financing and broad default triggers that allow Venture Debt to accelerate repayment and enforce on collateral.

Rhea-AI Summary

NextNRG, Inc. entered into two secured financing deals with Agile Hudson Partners and FirstFire Global Opportunities Fund. Each investor purchased a secured promissory note with a principal of $275,000, issued at a $25,000 original issue discount for a $250,000 purchase price, and a one-time 10% interest charge of $27,500.

The notes are convertible into common stock after six months at 80% of the average of the three lowest volume‑weighted average prices over 15 trading days, with a $0.10 per‑share floor and equity ownership blockers at 4.99% (or 9.99% on notice). NextNRG also issued 50,000 commitment shares to each investor and granted first‑priority security interests over substantially all assets, ranking pari passu with existing secured lenders.

The agreements include strong protective terms for investors, such as rights to participate in future financings, piggyback registration and most favored nation rights, prohibitions on Variable Rate Transactions through 2027, and heavy default remedies that can accelerate the debt at 150% of outstanding amounts plus default interest and monthly principal increases.

Rhea-AI Summary

NextNRG, Inc. filed a current report describing the expansion of its EzFill mobile fueling operations into Gainesville, Florida. EzFill is now servicing a major distribution facility in the Gainesville area from its existing Jacksonville hub, adding high-volume fueling density within the company’s established Florida network.

Management describes this move as part of a disciplined, data-driven growth strategy focused on high-volume locations, customer density, and maximizing returns on existing infrastructure rather than building standalone operations prematurely. NextNRG positions EzFill as one of the nation’s largest on-demand and fleet fueling networks, serving commercial and enterprise fleet customers across multiple states.

Rhea-AI Summary

NextNRG, Inc. reported full-year 2025 revenue of $81.8 million, up 195% from $27.8 million in 2024, driven mainly by expansion of its Mobile Fuel Delivery platform and new markets. Gross profit rose to $6.9 million, with gross margin improving to 8.4% from 6.4%.

Despite strong top-line growth, the company posted a 2025 GAAP operating loss of $70.2 million and a GAAP net loss of $88.2 million, including $42.6 million in non-cash stock-based compensation, $18.0 million in interest expense, and an $8.5 million impairment charge. However, Adjusted EBITDA more than doubled to $17.1 million from $8.9 million, reflecting better underlying operating performance.

In the fourth quarter of 2025, mobile fuel delivery revenue was about $23 million, with December revenue up 253% year over year and fuel volumes of roughly 2.53 million gallons. Fuel delivery gross margin reached 10.4% in the quarter, above the full-year average. Management highlighted new long-term energy infrastructure agreements and an active smart microgrid pipeline as foundations for future growth.

Rhea-AI Summary

NextNRG, Inc. entered into two high-cost secured financings that add significant debt and potential dilution. The company sold a senior secured convertible promissory note to Leviston Resources for $1,552,000 of cash proceeds on a $1,724,444 principal, issued 243,300 common shares, and granted Leviston first-priority security over substantially all assets, broad participation and first-refusal rights on future financings, and conversion rights after default subject to a 19.99% Nasdaq share cap. NextNRG also obtained a $750,000 term loan from Cashera Private Credit with total repayment of $1,050,000 over 24 weekly installments, an approximate APR of 173.06%, secured by a first-priority lien on substantially all assets and personal and subsidiary guarantees, with sizable default fees and restrictive covenants on additional debt.

Rhea-AI Summary

NextNRG, Inc. reported that Nasdaq has notified the company it is out of compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement for its common stock. The stock remains listed under the symbol NXXT, and trading is not immediately affected.

The company has 180 days, until September 14, 2026, to regain compliance. If the closing bid price reaches at least $1.00 for 10 consecutive business days in that period, compliance will be restored. If needed, and if other listing standards are met, NextNRG may receive an additional 180-day period, potentially using a reverse stock split to cure the deficiency.

Rhea-AI Summary

NextNRG, Inc. entered into two material financing agreements and retired a note obligation. On March 11, 2026, the company agreed to issue 3,181,818 common shares to the Noteholder under a Stock Purchase Agreement in exchange for absolution of $1,750,000 of liability under an existing promissory note, effectively terminating the note and related obligations.

On March 9, 2026, NextNRG signed a Future Receivables Sale and Purchase Agreement, selling 6.87% of its future receipts until a total of $2,772,000 is delivered, for consideration of $2,100,000 less $105,035 in fees. The company must make fixed biweekly payments initially equal to $231,000 and granted the purchaser a first-priority lien on its accounts, receivables, other receivables and inventory. CEO Michael D. Farkas personally guaranteed the company’s obligations under this receivables agreement.

Rhea-AI Summary

NextNRG, Inc. entered into a new stock purchase agreement with an investor on February 18, 2026. Under this agreement, the company will sell 133,333 shares of its common stock for a total purchase price of $100,000, which equals $0.75 per share. The agreement includes customary representations, warranties and covenants, and the full contract is filed as an exhibit for reference.

Rhea-AI Summary

NextNRG, Inc. entered into a Stock Purchase Agreement with an investor on February 12, 2026. Under this agreement, the company will sell 300,000 shares of its common stock at a total purchase price of $225,000, or $0.75 per share.

The agreement includes customary representations, warranties, and covenants between the parties. The full Stock Purchase Agreement is provided as an exhibit to the filing for investors who want to review the detailed terms.

Rhea-AI Summary

NextNRG, Inc. entered into two stock purchase agreements with a single investor, agreeing to sell common shares for cash. On January 28, 2026, the company agreed to sell 368,421 shares for $350,000 at $0.95 per share. On January 29, 2026, it agreed to sell 154,639 shares for $150,000 at $0.97 per share. Both agreements include customary representations, warranties and covenants, and are filed as exhibits to the report.

Rhea-AI 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.

Rhea-AI Summary

NextNRG, Inc. reported that it has terminated its At The Market Sales Agreement with ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC. This agreement previously allowed the company to offer and sell shares of common stock from time to time, originally up to an aggregate offering price of $75,000,000, which had been reduced to $60,000,000 under an amendment dated November 14, 2025.

The termination was made effective January 17, 2026, in accordance with the terms of the amended agreement after the company delivered notice of termination to the agents. On January 23, 2026, NextNRG issued a press release announcing this termination and furnished it as an exhibit, noting that this disclosure is provided under Regulation FD and is not deemed filed for liability purposes under the Exchange Act.

Rhea-AI Summary

NextNRG, Inc. (NXXT) disclosed that two wholly owned subsidiaries entered into long-term power purchase agreements with Sunnyside Nursing and Post-Acute Care Center and Topanga Nursing and Post-Acute Care Center. Each subsidiary will design, build, own, operate, and maintain an on-site solar and battery energy storage system, while the facilities agree to buy all electricity the systems generate at contract prices per kilowatt-hour.

The Sunnyside system is a 409 kW solar array with a 300 kW/1,200 kWh battery, and the Topanga system is a 350 kW solar array with a 250 kW/1,000 kWh battery. Both PPAs have initial 28-year terms starting on the commercial operation dates, with options for two additional five-year renewals if both parties agree. Key project milestones include a Condition Satisfaction Date of January 24, 2026, an Anticipated Commercial Operation Date of October 30, 2026, and an Outside Commercial Operation Date of December 30, 2026 for both systems.

Environmental incentives, environmental attributes, and tax credits associated with the systems will accrue to NextNRG’s subsidiaries, not the nursing facilities. The PPAs also include declining early termination payment schedules and give each purchaser an option to buy the system at certain times based on fair market value.

Rhea-AI Summary

NextNRG, Inc. (NXXT) reported a third closing under its previously announced financing with an accredited investor, creating additional secured debt and potential future equity issuance. On November 12, 2025, the company issued senior secured convertible notes with aggregate principal of $2,950,000, related due diligence notes of $295,000, and warrants and due diligence warrants to purchase up to 825,000 shares of common stock. NextNRG received $2,500,000 in gross proceeds at this closing, reflecting an 18% original issue discount on the notes. The conversion price for the notes and due diligence notes issued at this closing is $1.688 per share. The shares underlying the notes and warrants from this and any additional closings are covered by the company’s existing shelf registration statement and a related prospectus supplement, allowing them to be issued and later resold once exercised or converted.

Rhea-AI Summary

NextNRG, Inc. (NXXT) filed a Form 8-K to announce that it has released financial results for the third quarter ended September 30, 2025. The company reported these results through a press release dated November 17, 2025, which is furnished as Exhibit 99.1. The information in this exhibit is designated as furnished rather than filed, meaning it is not subject to certain liability provisions under the Securities Exchange Act and is not automatically incorporated into other securities filings unless specifically referenced.

Rhea-AI 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.

Rhea-AI Summary

NextNRG, Inc. completed an additional financing closing on October 22, 2025, issuing senior secured convertible notes with $1,475,000 aggregate principal and related warrants, for $1,250,000 gross proceeds reflecting an 18% original issue discount. The notes initially convert at $1.82 per share; the warrants carry a $5.00 exercise price.

This follows prior closings on September 8 and October 3, bringing cumulative gross proceeds to $5,000,000. Across the three closings, the Company issued an aggregate $5,900,000 in note principal and warrants to purchase 1,500,000 shares, plus due diligence notes of $590,000 and due diligence warrants for 150,000 shares. Shares issuable upon conversion or exercise were registered under the Company’s Form S‑3 shelf via a September 9, 2025 prospectus supplement.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

NextNRG, Inc. furnished an update on its business by attaching a press release that announces preliminary, unaudited financial results for August 2025. The company provided this information under Regulation FD to share the same financial details with all market participants at the same time. The press release is included as an exhibit to the report, but the company specifies that this information is being furnished, not filed, so it is not subject to certain liability provisions of the securities laws or automatically incorporated into other securities filings.

Rhea-AI Summary

NextNRG, Inc. entered into a financing with an accredited investor involving up to $11,800,000 in senior secured convertible notes and warrants to purchase up to 3,000,000 common shares at $5.00 per share. At the initial closing, the company issued notes with $2,950,000 aggregate principal, warrants for up to 750,000 shares, due diligence notes of $295,000 and due diligence warrants for up to 75,000 shares, receiving $2,500,000 in gross proceeds after an 18% original issue discount. The investor may buy up to an additional $8,850,000 of notes and 2,250,000 additional warrants over five years, with related due diligence instruments equal to 10% of each issuance.

The notes are senior secured, carry no interest until maturity or default, then accrue up to 18% annually, and are convertible at a price initially set to the Nasdaq Minimum Price, with anti‑dilution adjustments and a floor price. NextNRG agreed to covenants restricting discounted equity issuance, variable priced equity structures and certain indebtedness, capped share issuance under these instruments at 19.9% of outstanding common stock absent shareholder approval, pledged certain assets under a security agreement, and obtained a personal guaranty from its chief executive officer. Shares underlying instruments issued at the initial and first additional closing are registered under an existing Form S‑3 shelf and related prospectus supplement, with further resale registration obligations as the shelf approaches expiry.

Rhea-AI Summary

NextNRG, Inc. filed a current report to note that it released its financial results for the second quarter ended June 30, 2025. The company issued a press release on August 15, 2025 describing its operations and financial condition for that quarter, and attached the release as an exhibit to this report. The disclosure explains that the press release is being furnished for informational purposes and is not treated as filed for liability purposes under federal securities laws.

Rhea-AI Summary

NextNRG, Inc. (Nasdaq: NXXT) has obtained $3.0 million in new debt financing by entering into two identical loan agreements dated 27 June 2025 with accredited investors. Each lender provided $1.5 million in principal. In lieu of periodic cash interest payments, the Company paid the entire interest obligation up-front in equity, issuing an aggregate 450,000 shares of common stock at $3.00 per share (total stated interest cost $1.35 million).

To secure the borrowings, the Company pledged 5.8 million additional shares of common stock. Upon default, the applicable lender would immediately receive 2.9 million pledged shares, sell only the number required to satisfy its unpaid principal and, after repayment, return any unsold pledged shares to the Company at no cost. All shares (interest and pledged) are being registered under the Company’s effective shelf registration statement on Form S-3 (File No. 333-268960) via a prospectus supplement filed 30 June 2025. The transaction documents (loan, addendum, pledge, escrow) and the related legal opinion are furnished as Exhibits 5.1 and 10.1-10.5 to this Form 8-K.

The arrangement provides immediate liquidity but carries a high stated interest expense equal to 45% of principal and introduces potential dilution through the 450,000 interest shares already issued and the 5.8 million shares pledged as collateral.

Rhea-AI Summary

NextNRG (NASDAQ: NXXT) filed an 8-K report on June 28, 2025, disclosing the release of preliminary unaudited financial results for May 2025. The filing falls under Regulation FD Disclosure (Item 7.01).

Key details from the filing:

  • Company is listed on the Nasdaq Capital Market with common stock trading under symbol NXXT
  • Identified as an emerging growth company under SEC rules
  • Has not elected to use extended transition period for new accounting standards
  • Filing includes two exhibits: press release dated June 24, 2025 (99.1) and Cover Page Interactive Data File (104)

The document was signed by Michael Farkas, Chief Executive Officer. Note that the financial results themselves are not included in this 8-K filing but were released separately in the referenced press release (Exhibit 99.1).

Rhea-AI Summary

NextNRG, Inc. (Nasdaq: NXXT) has executed a Stock Purchase Agreement with Agile Capital Funding LLC whereby the company will issue 256,667 common shares at $3.00 per share—valued at approximately $770,000—in exchange for the discharge of an equivalent $770,000 liability owed by wholly owned subsidiary Next NRG LLC.

The transaction is structured as a debt-for-equity swap: instead of cash, Agile Capital will forgive the receivable created under a December 16, 2024 future-receivables agreement. Consequently, NextNRG will receive no immediate cash proceeds but will remove the liability from its consolidated balance sheet, thereby modestly improving leverage while incurring share dilution of roughly 1% (based on 25.4 million shares outstanding as of the last 10-Q).

The shares will be offered pursuant to the company’s effective shelf registration (Form S-3 No. 333-268960); a prospectus supplement will be filed. Supporting legal opinion (Exhibit 5.1) and the full Stock Purchase Agreement (Exhibit 10.1) accompany the 8-K.