NextNRG Inc. SEC Filings

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.

NextNRG, Inc. (NXXT) prospectus supplement provides capitalization and equity details ahead of a securities offering. The company has 12,753,451 shares reserved under its 2023 Equity Incentive Plan, including 3,979,000 options exercisable at $2.67 per share. Capital structure shows 363,000 Series A convertible preferred issued, 140,000 Series B issued, and 122,051,560 common shares outstanding. Additional paid-in capital is reported at $99,114,597 and an accumulated deficit of $(112,770,877). Pro forma net tangible book value per share as of June 30, 2025 before the offering is $(0.19); the offering would increase pro forma net tangible book value per share by $0.08, resulting in a pro forma as adjusted net tangible book value per share of $(0.11) for new investors.

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.

Michael D. Farkas, CEO and Executive Chairman of NextNRG, Inc. (NXXT), reported a Form 4 disclosing a non-derivative acquisition dated 08/25/2025. He received 21,739 shares of Common Stock as a dividend on Series B Preferred shares at a recorded price of $2.77 per share. Following the transaction, the reporting person beneficially owns 74,254,300 Common Shares, comprising 61,172,707 held directly and additional holdings through SIF Energy LLC, Balance Labs, Inc. and Inductive Holdings LLC, over which he asserts voting and investment control. The filing is signed 08/26/2025.