エドガーで原本を確認する
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): June 25, 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.
As previously disclosed in a Current Report on Form 8-K filed on April 4, 2025 by NextNRG Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), on March 31, 2025, the Company issued a promissory note, in the principal sum of $1,000,000 (the “Alcourt Note”), in favor of Alcourt LLC (“Alcourt”). The Alcourt Note originally matured on April 30, 2025; provided, however, the Alcourt Note provided that if the Alcourt Note was not paid on April 30, 2025, the Company would pay $150,000 to Alcourt and upon payment, the maturity date of the Alcourt Note would be extended to May 31, 2025. The Alcourt Note was not paid on April 30, 2025. As previously disclosed in a Current Report on Form 8-K filed on May 23, 2025 by the Company with the SEC, on May 21, 2025, the Company and Alcourt entered into that certain Amendment to Promissory Note (“Alcourt Amendment No. 1”) that extended the maturity date of the Alcourt Note to May 31, 2025 in exchange for the issuance by the Company of 26,000 shares of its common stock to Alcourt and the payment by the Company of an extension fee of $150,000.
On June 25, 2025, the Company and Alcourt entered into an Amendment to Promissory Note (“Alcourt Amendment No. 2” and together with Alcourt Amendment No. 1, the “Alcourt Note Amendments”), dated as of June 23, 2025, that had the effect of extending the maturity date of the Alcourt Note, as amended by Alcourt Amendment No. 1, to June 30, 2025 in exchange for the issuance by the Company of 90,000 shares of its common stock to Alcourt. Pursuant to the terms of Alcourt Amendment No. 2, the Company has the option to extend the maturity date of the Alcourt Note, as amended by the Alcourt Note Amendments, for additional one-month periods in exchange for the issuance to Alcourt of 90,000 additional shares of common stock for each extension; provided, however, that the maturity date of the Alcourt Note, as amended, may not be extended beyond September 30, 2025.
Except as set forth above, the terms of the Alcourt Note, as amended, remain in full force and effect.
The foregoing description of Alcourt Amendment No. 2 is subject to and qualified in its entirety by reference to the full text of Alcourt Amendment No. 2, a copy of which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 10.1 | Amendment to Promissory Note, entered into on June 25, 2025 and dated as of June 23, 2025, by and between the registrant and Alcourt LLC. | |
| 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: July 1, 2025 | By: | /s/ Michael Farkas |
| Name: | Michael Farkas | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT TO PROMISSORY NOTE
This AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated effective as of June 23, 2025 (the “Amendment Effective Date”), by and between NextNRG Inc., a Delaware Corporation (the “Company”) and Alcourt LLC a Delaware LLC (“Alcourt” and together with the Company, the “Parties”).
WHEREAS, the Company and Alcourt entered into and executed a Promissory Note, dated as of, March 31, 2025 (the “Note”); and
WHEREAS, the Note which is accruing interest at a rate of 15% per annum, was due on April 30, 2025 and the Parties extended until May 31, 2025; and
WHEREAS, the Company and Alcourt would like to further extend the Note.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:
1. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.
2. Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Note, except as otherwise specifically set forth herein.
3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the Note, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.
4. Amendment to Note.
The Maturity Date shall be modified to state “June 30, 2025” (“Extended Maturity Date”) All sums due and owing shall be paid on the Extended Maturity Date, time being of the essence. In consideration for the extension set forth above, Borrower shall issue 90,000 shares of its restricted common stock to Lender. Borrower shall have the option to extend the Maturity Date for additional one month periods in exchange for transferring to the Lender 90,000 additional shares for each extension, provided however that the Maturity Date shall not be extended beyond September 30, 2025.
5. Effect on Note. Except as expressly amended by this Amendment, all of the terms and provisions of the Note shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
| NextNRG Inc. | ||
| By: | /s/ Michael D. Farkas | |
| Name: | Michael D. Farkas | |
| Title: | Executive Chairman and CEO | |
| Alcourt LLC | ||
| By: | /s/ Gregory Preis | |
| Name: | Gregory Preis | |
| Title: | Authorized Signatory | |
|
|