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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): November 12, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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.
As also previously disclosed, on October 3, 2025 and on October 22, 2025, the Company and the Investor consummated an additional closing and 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 “Second Closing”). The Company received aggregate gross proceeds of $2,500,000 at the Second Closing, which reflects an original issue discount of 18% on the Notes.
Pursuant to the Purchase Agreement, on November 12, 2025, the Company issued additional 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 “Third Closing”). The Company received aggregate gross proceeds of $2,500,000 at the Third Closing, which reflects an original issue discount of 18% on the Notes.
Other than the Conversion Price of the Notes and the Due Diligence Notes issued by the Company at the Third closing, which is $1.688 per share of Common Stock, all other terms of the Notes, Warrants, Due Diligence Notes and Due Diligence Warrants issued by the Company at that 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, which was filed by the Company with the Commission on September 9, 2025.
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 Third Closing or that may be issued by the Company at any additional closing pursuant to the Purchase Agreement (the “Additional 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, which was filed by the Company with the Commission on September 9, 2025, as amended by the prospectus supplement No.1, which was filed by the Company with the Commission on November 18, 2025 (the “Prospectus Supplement”)
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 and the Due Diligence Warrants issued at the Third Closing and issuable at any Additional Closing (and the shares of Common Stock underlying such Notes, Warrants, Due Diligence Notes and Due Diligence Warrants) were not registered under the Securities Act of 1933, as amended (the “Securities Act”) at the time of issuance 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. Subsequently, 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 Third Closing or that may be issued by the Company at any Additional Closing have been 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 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: November 18, 2025 | By: | /s/ Michael Farkas |
| Name: | Michael Farkas | |
| Title: | Chief Executive Officer | |
Exhibit 5.1
November 18, 2025
NextNRG, Inc.
57 NW 183rd St.
Miami, FL 33169
| Re: | NextNRG, Inc. – Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to NextNRG, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of up to 5,494,770 shares (the “Shares”) of its common stock, par value $0.0001 per share, pursuant to that certain securities purchase agreement, dated as of September 8, 2025 by and between the Company and an accredited investor (the “Purchase Agreement”), consisting of: (i) up to 1,747,631 Shares issuable by the Company upon conversion of senior secured convertible notes (the “Notes”), in an aggregate principal amount of $2,950,000, issued by the Company on November 12, 2025 (the “Third Closing”), (ii) up to 750,000 Shares issuable upon exercise of warrants (the “Warrants”) to purchase up to 750,000 Shares, issued by the Company at the Third Closing, (iii) up to 174,764 Shares issuable by the Company upon conversion of due diligence notes (the “Due Diligence Notes”), in an aggregate principal amount of $295,000 of Due Diligence Notes, issued by the Company at the Third Closing, (iv) up to 75,000 Shares issuable upon exercise of due diligence warrants (the “Due Diligence Warrants”) to purchase up to 75,000 Shares, issued by the Company at the Third Closing, and (v) up to 2,747,385 Shares issuable by the Company upon conversion of additional Notes and additional Due Diligence Notes or the exercise of additional Warrants and additional Due Diligence Warrants that the Company may issue in any additional closing, if any, pursuant to the Purchase Agreement.
The Shares will be offered and sold pursuant to the prospectus supplement, dated September 9, 2025, as amended on November 18, 2025 (the “Prospectus Supplement”), supplementing the prospectus (the “Base Prospectus”) that forms part of the Company’s shelf registration statement on Form S-3, as amended (File No. 333-268960) (the “Registration Statement”). As used in this opinion letter, the term “Prospectus” means the Prospectus Supplement and the Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Purchase Agreement, the Notes, the Warrants, the Due Diligence Notes and the Due Diligence warrants were filed with the Securities and Exchange Commission (the “Commission”) as Exhibits 10.1, 10.2, 10.3. 10.4 and 10.5 to the Company’s Current Report on Form 8-K, dated September 9, 2025
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1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW |
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We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that the Shares have been duly authorized for issuance and, when issued in accordance with the terms and conditions of the Purchase Agreement, the Notes, the Warrants, the Due Diligence Notes and the Due Diligence warrants, and upon the receipt by the Company of any applicable exercise price therefore, will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have assumed that: (i) the Company will issue and deliver the Shares in the manner contemplated by the Registration Statement, the Prospectus, the Purchase Agreement, the Notes, the Warrants, the Due Diligence Notes and the Due Diligence Warrants; and (ii) the Shares will be issued in compliance with applicable federal and state securities laws.
The opinions we express herein are limited to matters involving the Delaware General Corporation Law.
This opinion has been prepared solely for use in connection with the filing of the Prospectus Supplement on the date of this letter and may be relied upon for no other purpose without our prior written consent.
We hereby consent to the filing of this letter with the Commission as an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the issuance and sale of the Shares in accordance with the requirements of Item 601(b)(5) of Regulation S−K under the Securities Act and to the reference to our firm therein and in the Prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that this firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission under such Section.
Very truly yours,
/s/ Sichenzia Ross Ference Carmel LLP
Sichenzia Ross Ference Carmel LLP