NextNRG Inc. SEC Filings

NextNRG, Inc. (NXXT) filed a preliminary proxy for its 2025 Annual Meeting to be held at 10:30 a.m. ET on December 29, 2025, at 407 Lincoln Rd., Suite 9F, Miami Beach, FL 33139. Stockholders of record as of October 30, 2025 may vote.

The proxy asks stockholders to: (1) elect five directors; (2) approve a redomicile from Delaware to Nevada; and (3) ratify M&K CPAs, PLLC as independent auditor for fiscal year 2025. The Board recommends voting FOR all items.

As of the record date, there were 130,840,578 shares of common stock outstanding, plus 350,000 Series A Preferred and 140,000 Series B Preferred, each convertible into 4.53 common shares and carrying 4.53 votes per share. A quorum is 133,060,278 votes. Three of five directors are independent under Nasdaq rules, and committees (Audit, Compensation, Nominating) are fully independent.

The redomicile aims to reduce recurring state costs and align governance with Nevada law. The company paid $121,016 in Delaware franchise tax for 2024 and anticipates approximately $130,000 for 2025; estimated Nevada annual fees are $500 (business license), $175 (agent), and $75 (authorized shares fee). Auditor fees were $143,175 in 2024 and $102,596 in 2023.

NextNRG, Inc. (NXXT) reported insider activity by its Chief Technology Officer. On 10/24/2025, the officer executed a series of open-market sales: 5,000 shares at $2.00, 5,000 shares at $2.03, 5,000 shares at $2.01, and 509 shares at $2.04. Following these transactions, the officer beneficially owns 49,204 shares, held directly. The filing notes the sales were “Sold to cover tax liability.”

NextNRG (NXXT) insider update: Michael D. Farkas, Director, CEO and Executive Chairman, reported acquiring 21,739 shares of common stock at $1.83 on 10/20/2025.

The filing states these shares were issued as a dividend on Series B Preferred Shares held by the reporting person. Following the transaction, Farkas beneficially owns 75,276,039 shares. This includes shares held directly and indirectly through SIF Energy LLC, Balance Labs, Inc., and Inductive Holdings LLC, over which he has voting and investment control.

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.

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.

Sean Matthew Oppen, a director of NEXTNRG, Inc. (NXXT), reported two open-market purchases of common stock in September 2025. He bought 10,000 shares on 09/18/2025 at $1.82 per share and 25,000 shares on 09/22/2025 at $1.66 per share. After these transactions he beneficially owned 263,976 shares in total, with ownership held individually and indirectly through Federated Cash LLC defined benefit trust and the Federated Cash 401(k) Plan. The Form 4 identifies these as purchases on the open market and is signed by the reporting person.

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.

Michael D. Farkas, CEO and Executive Chairman of NEXTNRG, Inc. (NXXT), reported a purchase of 1,000,000 shares of common stock on 09/18/2025 at a price of $1.67 per share under a Stock Purchase Agreement. After the transaction, the reporting person beneficially owns 75,254,300 shares in total.

The disclosed beneficial ownership figure is a sum of 62,172,707 shares held directly plus shares controlled through entities: SIF Energy LLC (154,827), Balance Labs, Inc. (26,578), and Inductive Holdings LLC (12,900,188), for which Farkas has voting and investment control. The Form 4 was signed on 09/19/2025.

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.