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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): March 24, 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 1.01. Entry into a Material Definitive Agreement.
Redstone Agreement
On March 24, 2025, NextNRG, Inc. (the “Company”) entered into a Sale of Future Receipts Agreement (the “Redstone Agreement”) by and between the Company and Redstone Advance Inc. (“Redstone”). Pursuant to the terms of the Redstone Agreement, the Company agreed to (i) sell to Redstone proceeds of future sales made by the Company (collectively, the “Future Receipts”) in the amount of $3,217,700 (the “Purchased Amount”); and (ii) deliver 20% of the Future Receipts to Redstone in accordance with the terms of the Redstone Agreement. As payment for the Purchased Amount, Redstone agreed to pay to the Company $2,300,000, minus $784,000 (representing fees and amounts to satisfy prior balances), resulting in a net payment to the Company of $1,516,000.
Pursuant to the terms of the Redstone Agreement, the Company authorized Redstone to debit $125,000 (the “Initial Periodic Amount”), intended to represent 20% of the Company’s Future Receipts, or any updated periodic amount (the “Periodic Amount”) from the Company’s specified account each business day. At any time, the Company or Redstone may obtain a reconciliation of the Company’s actual revenue to adjust the Periodic Amount to more closely reflect the Company’s actual Future Receipts times 20%.
Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the Company’s outstanding common stock, personally guaranteed the Company’s obligations under the Redstone Agreement.
The foregoing description of the Redstone Agreement is subject to and qualified in its entirety by reference to the full text of the Redstone Agreement, a copy of which will be filed as an exhibit to the Company’s next periodic report.
Mr. Advance Agreement
On March 25, 2025, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Mr. Advance Agreement”) by and between the Company and Funderzgroup LLC DBA Mr. Advance (“Mr. Advance”). Pursuant to the terms of the Mr. Advance Agreement, the Company agreed to sell to Mr. Advance its right, title and interest in 7.54% of proceeds of Future Receipts until the Purchased Amount has been delivered to Mr. Advance. As consideration, Mr. Advance agreed to pay to the Company $2,300,000, minus $784,035 representing fees and amounts to satisfy prior balances, resulting in a net payment to the Company of $1,515,965.
Pursuant to the terms of the Mr. Advance Agreement, the Company authorized Mr. Advance to debit $125,000 on a weekly basis (subject to modification as set forth in the Mr. Advance Agreement), intended to represent 7.54% of the Company’s Future Receipts.
Mr. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the Company’s outstanding common stock, personally guaranteed the Company’s obligations under the Mr. Advance Agreement.
The foregoing description of the Mr. Advance Agreement is subject to and qualified in its entirety by reference to the full text of the Mr. Advance Agreement, a copy of which will be filed as an exhibit to the Company’s next periodic report.
Fee Agreement
Also on March 25, 2025, the Company entered into a Fee Agreement (the “Fee Agreement”) with Mr. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and beneficial holder of a majority of the Company’s outstanding shares of common stock. Pursuant to the terms of the Fee Agreement, in consideration of Mr. Farkas personally guaranteeing certain loans entered into by the Company, the Company agreed to pay to Mr. Farkas a fee in the aggregate amount of 3% of the funds personally guaranteed by Mr. Farkas on behalf of the Company. The Company agreed to pay such fee upon receipt of the loan funds by the Company.
The foregoing description of the Fee Agreement is subject to and qualified in its entirety by reference to the full text of the Fee Agreement, a copy of which is attached hereto at Exhibit 10.1 to this Current Report on Form 8-K, and the terms of which are incorporated by reference.
Item 7.01. Regulation FD Disclosure.
On March 28, 2025, the Company issued a press release announcing certain unaudited financial results for February 2025 from its EzFill mobile fueling division. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 10.1 | Fee Agreement date as of March 25, 2025 by and between the registrant and Michael D. Farkas. | |
| 99.1 | Press release of the registrant dated March 28, 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: | March 28, 2025 | By: | /s/ Michael Farkas |
| Name: | Michael Farkas | ||
| Title: | Chief Executive Officer | ||
Exhibit 10.1
FEE AGREEMENT
This Fee Agreement (“Agreement”) is made and entered into as of March 25, 2025 (the “Effective Date”), by and between NextNRG Inc., a Delaware corporation (the “Company”) and Michael D. Farkas (the “CEO”). Each of the Company and CEO may be referred to herein individually as a “Party” and collectively as the “Parties.”
1. Fee. In consideration of the CEO personally guaranteeing certain loans entered into by the Company, which personal guarantee may be granted in the CEO’s sole discretion, the Company shall pay a fee to the CEO in the aggregate amount of 3% of the funds personally guaranteed by the CEO on behalf of the Company (the “Fee”). The Fee shall be paid upon receipt of the loan funds by the Company.
2. Amendment; Waiver. No provision of this Agreement may be amended or waived except by an instrument in writing signed by the parties hereto.
3. Governing Law. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the laws of the State of Florida. No Claim may be commenced, prosecuted or continued in any court other than the state or federal courts located Miami-Dade County, Florida which courts shall have exclusive jurisdiction over the adjudication of such matters, and the Company and CEO consent to the jurisdiction of such courts and personal service with respect thereto.
4. Complete Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Fee Agreement as of the date first above written.
| Michael D. Farkas | NEXTNRG INC. | |||
| By: | /s/ Michael D. Farkas | By: |
/s/ Joel Kleiner |
|
| Name: |
Joel Kleiner |
|||
| Title: |
Chief Financial Officer |
|||
Exhibit 99.1
NextNRG, Inc. Reports February 2025 Revenue Exceeding January’s Record, Driving Continued Momentum in Smart Fueling Operations
February Revenue up 139% Year-over-Year from $2.1m to $5.9m
With Second Consecutive Month of Record Performance, February Revenue Surpasses January Despite Fewer Operating Days
MIAMI, March 28, 2025 (GLOBE NEWSWIRE) — NextNRG, Inc. (“NextNRG” or the “Company”) (Nasdaq: NXXT), a pioneer in AI-driven energy innovation—transforming how energy is produced, managed, and delivered through its advanced Utility Operating System, smart microgrid technology, wireless EV charging, and on-demand mobile fuel delivery solutions—today announced certain unaudited financial results for February 2025 from its EzFill, mobile fueling division.
The Company delivered another month of record revenue and fuel volume, continuing the strong momentum established in the new year, despite fewer operational days in February.
Company revenue for February 2025 reached a new high of more than $5.09 million from $2.1 million, representing a 139% increase over February 2024. Gallons delivered reached approximately 1.44 million from 543k, up 166% year-over-year. Both revenue and gallons delivered outperformed January 2025 results.
NextNRG Executive Chairman and CEO Michael D. Farkas commented, “We believe our back-to-back record months underscore the power of our growing platform and the momentum we’ve built through strategic expansion. The successful integration of the Shell Oil fleet and our long-term agreement with a global e-commerce leader are now fueling real, measurable growth. As we scale with continued discipline, demand from fleet partners continues to rise, validating our model and vision for the future. With EzFill’s on-demand fueling operating efficiently and NextNRG’s smart energy infrastructure, we are positioned to lead the transformation of how energy is delivered in a connected, AI-driven world.”
About
NextNRG, Inc.
NextNRG Inc. (NextNRG) is Powering What’s Next by implementing artificial intelligence (AI) and machine learning (ML) into renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (EV) charging and on-demand mobile fuel delivery to create an integrated ecosystem.
At the core of NextNRG’s strategy is its Utility Operating System, which leverages AI and ML to help make existing utilities’ energy management as efficient as possible, and the deployment of NextNRG Smart Microgrids, which utilize AI-driven energy management alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency. These microgrids are designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities and government properties, expanding energy accessibility while supporting decarbonization initiatives.
NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint, including the acquisition of Yoshi Mobility’s fuel division and Shell Oil’s trucks, further solidifying its position as a leader in the on-demand fueling industry. NextNRG is also integrating sustainable energy solutions into its mobile fueling operations. The company hopes to be an integral part of assisting its fleet customers in their transition to EVs, supporting more efficient fuel delivery while advancing clean energy adoption. The transition process is expected to include the deployment of NextNRG’s innovative wireless EV charging solutions.
To find out more visit: www.nextnrg.com
Forward-Looking
Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement and should be considered an at-risk statement. Words such as “expect,” “intends,” “will,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including, but not limited to, those related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described in NextNRG’s filings with the Securities and Exchange Commission from time to time. NextNRG’s forward-looking statements involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements.
Investor
Relations Contact:
NextNRG,
Inc.
Sharon Cohen
SCohen@nextnrg.com