NXXT 10-K & 10-Q changes, risk factors and insider trading
Nextnrg, Inc. · Nasdaq · Retail-Auto Dealers & Gasoline Stations · CIK 1817004 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Changes in U.S. trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chain.”
New heading “The reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect NextNRG’s growth prospects.”
New heading “NextNRG’s smart microgrid and connected charging infrastructure may be vulnerable to cybersecurity threats that could disrupt operations and expose the Company to liability.”
Largest changes
“NextNRG’s smart microgrid platform involves networked energy management systems, IoT-connected devices, and bidirectional communication with the electrical grid. These connected systems present an expanded attack surface for cyber threats, including unauthorized access to grid-connected infrastructure, manipulation of energy management algorithms, ransomware attacks on charging networks, and data breaches involving customer information. …”see in full comparison
Uncertain and rapidly evolving geopolitical conditions, includingsee in full comparisontheongoingwararmed conflicts inIsraelthe Middle East andinvasionUkraine, heightened tensions in the Strait ofUkraine,Hormuzsanctions,through which approximately 20 million barrels per day of crude oil transit, expanded sanctions regimes, andotherthe impositionpotentialofimpactsnewon this region’s economic environmenttariffs andcurrencies,trade restrictions, may cause demand for our products and services to be volatile, cause abrupt changes in our customers’ buying patterns, and interrupt our ability to supply products or limit customers’ access to financial resources and ability to satisfy obligations to us. In particular, U.S. tariff rates have reached their highest levels since World War II, reshaping global trade flows and increasing costs across the energy supply chain. Retaliatory tariffs imposed by trading partners, potential further escalation of trade disputes, and supply chain disruptions resulting from geopolitical realignment could increase our cost of goods, reduce the availability of critical equipment and parts for our fleet and infrastructure, and negatively impact customer demand. Specifically, terrorist attacks, the outbreak or escalation of war,orthe existence of internationalhostilitieshostilities, or the imposition of broad-based trade restrictions could damage the world economy, adversely affect the availability of and demand for crude oil and petroleumproducts andproducts, adversely affect both the price of our fuel and our ability to obtainfuel.fuel, and disrupt global supply chains upon which we and our suppliers depend.
“Changes in U.S. trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chain.”see in full comparison
“The imposition of significant tariffs on imported goods, including steel, aluminum, electronic components, and other materials used in our fuel delivery fleet, EV charging equipment, and smart microgrid infrastructure, has increased and may continue to increase our capital and operating costs. U.S. tariff rates have reached historically elevated levels, and retaliatory measures by trading partners have created uncertainty across global supply chains. These trade disruptions have contributed to delays in and, in some cases, abandonment of renewable energy projects industry-wide. …”see in full comparison
“On August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule, as required by the Panel’s decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. …”see in full comparison
NextNRG has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results. NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets. NextNRG’s business strategy centers on its smart microgrid platform and wireless EV charging technology, both of which remain in early stages of commercialization and face significant technical, regulatory, and market adoption risks. Smart microgrids involve the integration of distributed energy resources, energy storage systems, and intelligent load management, which are subject to complex and evolving interconnection standards, utility regulations, and grid reliability requirements enforced by entities such as state public utility commissions and the North American Electric Reliability Corporation (“NERC”). Failure to comply with applicable grid interconnection and reliability standards could result in substantial fines, delays in deployment, or inability to operate in certain jurisdictions. NextNRG’s financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict or are outside of its control, including:see in full comparison
Full comparison: every changed paragraph (37)
We
anticipate that our principal sources of liquidity will only be sufficient to fund our activities through JuneApril 30, 2025.2026. In order to
have sufficient cash to fund our operations beyond JuneApril 30, 2025,2026, we will need to raise additional equity or debt capital.
Uncertain geopolitical conditions and trade policies could adversely affect our results of operations.
Uncertain
and rapidly evolving geopolitical conditions, including theongoing wararmed conflicts in Israelthe Middle East and invasionUkraine, heightened tensions in
the Strait of Ukraine,Hormuz sanctions,through which approximately 20 million barrels per day of crude oil transit, expanded sanctions regimes, and otherthe
imposition potentialof impactsnew on this region’s
economic environmenttariffs and currencies,trade restrictions, may cause demand for our products and services to be volatile, cause abrupt changes
in our customers’
buying patterns, and interrupt our ability to supply products or limit customers’ access to financial resources
and ability to
satisfy obligations to us. In particular, U.S. tariff rates have reached their highest levels since World War II, reshaping
global trade flows and increasing costs across the energy supply chain. Retaliatory tariffs imposed by trading partners, potential further
escalation of trade disputes, and supply chain disruptions resulting from geopolitical realignment could increase our cost of goods,
reduce the availability of critical equipment and parts for our fleet and infrastructure, and negatively impact customer demand. Specifically,
terrorist attacks, the outbreak or escalation of war, or the existence of international hostilitieshostilities, or the imposition of broad-based trade
restrictions could
damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products andproducts, adversely
affect both
the price of our fuel and our ability to obtain fuel.fuel, and disrupt global supply chains upon which we and our suppliers depend.
Changes in U.S. trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chain.
The imposition of significant tariffs on imported goods, including steel, aluminum, electronic components, and other materials used in our fuel delivery fleet, EV charging equipment, and smart microgrid infrastructure, has increased and may continue to increase our capital and operating costs. U.S. tariff rates have reached historically elevated levels, and retaliatory measures by trading partners have created uncertainty across global supply chains. These trade disruptions have contributed to delays in and, in some cases, abandonment of renewable energy projects industry-wide. NextNRG’s smart microgrid and wireless charging hardware may rely on components sourced from countries subject to tariffs or export controls, and any further escalation of trade restrictions could increase hardware costs, delay product development timelines, and reduce the cost competitiveness of our offerings. Additionally, trade policy uncertainty may reduce business and investor confidence in the energy sector, which could adversely affect our ability to raise capital on favorable terms. We cannot predict the scope, duration, or ultimate impact of current or future trade policies on our business, financial condition, or results of operations.
FutureChanges
in climate change lawslaws, regulations, and regulationsfederal energy policy, and the market response to these changeschanges, may negatively impact our operations.
The regulatory landscape governing greenhouse gas (“GHG”) emissions and alternative energy is subject to significant and rapid change. While some states have adopted laws and regulations limiting GHG emissions for certain industry sectors, federal energy policy has shifted meaningfully. Executive Order 14154, “Unleashing American Energy,” signed in January 2025, directed federal agencies to pause certain grant program disbursements under the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation Reduction Act (“IRA”) pending program reviews. In addition, federal clean vehicle tax credits under Sections 25E, 30D, and 45W of the Internal Revenue Code were repealed for vehicles acquired after September 30, 2025, and the Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C was repealed for chargers placed in service after June 30, 2026. Proposed rules would also roll back fuel economy standards to model year 2022 levels. These policy reversals could reduce consumer incentives to adopt EVs and alternative fuels, which may adversely affect NextNRG’s addressable market while simultaneously reducing pressure on traditional fuel demand. Conversely, future administrations or state-level action may reimpose or strengthen GHG regulations, which could impose significant additional compliance costs on us, our suppliers, and our customers. Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition. The unpredictability of the regulatory environment makes long-term planning difficult and could have a material adverse effect on our business, financial condition, and results of operations.
Increased
regulation of greenhouse (GHG) emissions, from products such as petroleum and diesel, could impose significant additional costs on us,
our suppliers, and our customers. Some states have adopted laws and regulations regulating the emission of GHGs for some industry sectors.
Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition.
The
adoption of additional federal or state climate change legislation or regulatory programs to reduce emissions of GHGs could also require
us or our suppliers to incur increased capital and operating costs, with resulting impact on product price and demand. The impact of
new legislation and regulations will depend on a number of factors, including (i) which industry sectors would be impacted, (ii) the
timing of required compliance, (iii) the overall GHG emissions cap level, (iv) the allocation of emission allowances to specific sources,
and (v) the costs and opportunities associated with compliance. At this time, we cannot predict the effect that climate change regulation
may have on our business, financial condition or operations in the future.
We
anticipate that we will continue to generate operating losses and use cash in operations through the foreseeable future. As further set
forth above, we anticipate that we will need significant additional capital by JuneApril 30, 2025,2026, or we may be required to curtail or cease
operations.
The reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect NextNRG’s growth prospects.
NextNRG’s business plan has been developed, in part, with the expectation that federal and state incentive programs would support the deployment of EV charging infrastructure and distributed energy systems. In 2025, the federal government repealed clean vehicle tax credits under Sections 25E, 30D, and 45W of the Internal Revenue Code for vehicles acquired after September 30, 2025, and enacted the repeal of the Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C for property placed in service after June 30, 2026. Additionally, the Federal Highway Administration rescinded all previously released guidance for the National EV Infrastructure (“NEVI”) formula grant program and suspended state plan approvals, with the President’s fiscal year 2026 budget proposing to cancel $6 billion in IIJA funds for EV charger programs. The loss of these incentive programs may reduce consumer and commercial demand for EV charging solutions, slow the deployment of charging infrastructure nationally, and make NextNRG’s products and services less economically attractive to potential customers. There can be no assurance that replacement incentive programs will be adopted at the federal or state level, or that any such programs will be available on terms favorable to our business.
NextNRG’s smart microgrid and connected charging infrastructure may be vulnerable to cybersecurity threats that could disrupt operations and expose the Company to liability.
NextNRG’s smart microgrid platform involves networked energy management systems, IoT-connected devices, and bidirectional communication with the electrical grid. These connected systems present an expanded attack surface for cyber threats, including unauthorized access to grid-connected infrastructure, manipulation of energy management algorithms, ransomware attacks on charging networks, and data breaches involving customer information. A successful cyberattack on NextNRG’s microgrid or charging infrastructure could result in physical damage to connected equipment, disruption of energy services, grid instability in affected areas, regulatory penalties, and significant reputational harm. Evolving cybersecurity regulations applicable to critical infrastructure and grid-connected systems may impose additional compliance costs. There can be no assurance that NextNRG’s cybersecurity measures will be sufficient to prevent all attacks or that the Company will not incur material costs in responding to security incidents.
Our
current fuel supplier agreements set terms and establishesestablish formulas based on Oil Price Information Service (“OPIS”) pricing
as of the time
of wholesale acquisition, and we do not store inventory. OPIS is a leading source for worldwide petroleum pricing. There
is a mark-up
for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model. Cost of goods
sold includes
direct labor, including drivers. Our gross margin as a percentage of revenue decreases as a result of increase in fuel
costs.
We
compete with other mobile fuel delivery companies nationwide. There is little to no barrier to entry and therefore, our competition in
the industry may grow. Our ability to compete in our current markets and expand to new markets may be negatively impacted by our competitors’
successes. Additionally, fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. In
addition, we cannot predict the effect that the development of alternative energy sources might have on our operations. We compete for
customers against suppliers of electricity. Electricity is becoming a competitor of fuel. The convenience and efficiency of electricity
make it an attractive energy source for vehicle drivers. The expansion of the electric vehicleEV industry may have a negative impact on
our customer
base.
Our
current dependence on only a singlefew fuel suppliersuppliers increases our risk of an interruption in fuel supply, impacting our operations.
Although
we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from twofour principal suppliers
in Florida. We do not have a written agreement with the largestmarkets supplier,in andwhich we operate; as such, if fuel from thisthese sourcesources was interrupted, the
cost of procuring replacement fuel and transporting
that fuel from alternative locations might be materially higher and, at least on
a short-term basis, our earnings could be negatively
affected. This supplier is also a shareholder in the Company.
We
operate in a newan industry segmentthat andis may beoften subject to newvery and existingstrict laws, regulations and oversightoversight.
TheOur
Company operates in a new industry segment,has on-demandvery mobilestrict fuel delivery, in which new statelaws and localcodes lawthat adoptionsmust arebe occurring.
Effectivecomplied December 31, 2020, Florida adopted Florida Fire Prevention Code (“Code”) Section 42.12 recognizing and setting
various requirements for the consumer on-demand mobile fuel delivery business. Permitting authority is contemplated under an “Authority
Having Jurisdiction” (“AHJ”). Other pre-existing Code provisions similarly contemplate AHJ permitting for commercial
mobile fueling. Miami-Dade County, where most of our business is conducted, adopted the Code by reference. Unlike some other states and
counties, neither Florida nor Miami-Dade County have designated an AHJ for mobile fueling. Miami-Dade’s extensive permitting and
fee schedule does not contemplate or assert permitting authority over mobile fueling, consumer or commercial.with. We may beare subject to oversight,
including audits, in existing or future
areas of operation. If we cannot comply with the Code, or County, State or Federal rules and
regulations or the laws, rules and regulations
or oversight in areas in which we currently operate or may seek to operate, we could lose
the ability to service those areas and our
earnings could be affected.
NextNRGNextNRG’s
renewable energy business has a very limited operating history, which makes it difficult to evaluate its business and prospects.
NextNRG has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results. NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets. NextNRG’s business strategy centers on its smart microgrid platform and wireless EV charging technology, both of which remain in early stages of commercialization and face significant technical, regulatory, and market adoption risks. Smart microgrids involve the integration of distributed energy resources, energy storage systems, and intelligent load management, which are subject to complex and evolving interconnection standards, utility regulations, and grid reliability requirements enforced by entities such as state public utility commissions and the North American Electric Reliability Corporation (“NERC”). Failure to comply with applicable grid interconnection and reliability standards could result in substantial fines, delays in deployment, or inability to operate in certain jurisdictions. NextNRG’s financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict or are outside of its control, including:
To
date, NextNRG has not generated significant revenues or achieved profitability, and may never generatebecome significant revenues or become
profitable.
NextNRG also faces competition in the smart microgrid space from established energy technology companies, utilities developing their own distributed energy programs, and well-funded startups with competing microgrid and vehicle-to-grid platforms. Many of these competitors have existing relationships with utilities and grid operators, established track records of regulatory compliance, and greater technical resources. The evolving nature of standards for microgrid interoperability and wireless charging means that competitors who achieve earlier standardization or certification may gain a significant first-mover advantage that NextNRG may be unable to overcome.
NextNRG’s
revenue growth ultimately depends on consumers’ willingness to adopt electric vehiclesEVs with wireless charging capabilities in a
market which
is still in its early stages.
In addition, NextNRG’s smart microgrid solutions depend on favorable regulatory treatment of distributed energy resources and the willingness of electric utilities to support bidirectional power flows and microgrid interconnection. Regulatory frameworks governing vehicle-to-grid integration are still emerging, and there can be no assurance that utilities or regulators will adopt standards or rate structures that support NextNRG’s business model. Changes in net metering policies, demand response program structures, or interconnection requirements could materially limit the addressable market for NextNRG’s smart microgrid platform. Furthermore, the elimination or reduction of federal incentive programs, as described above, may reduce consumer and commercial demand for EV charging infrastructure, directly impacting demand for NextNRG’s integrated microgrid and charging solutions.
Risks
Related to Ownership of Our Common Stock and this Offering
Our
common stock is approved for listinglisted on The Nasdaq Capital Market under the symbol “NXXTNXXT.” and began trading on September
15, 2021. There can be no assurance that an active trading
market for our shares will be sustained. The market price of shares of our
common stock could be subject to wide fluctuations in response
to many risk factors listed in this section, and others beyond our control,
including:
OneAs
of April 15, 2026, Mr. Farkas, our Chief Executive Officer and Executive ChairmanChairman, controls approximately 68.14%48.70% of our outstanding
common stock as of March 25, 2025,stock, and
our officers and directors collectively own approximately 80.62%48.95% of our outstanding common stock. As a result, these
shareholders are
able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary
corporate corporate
transactions, including business combinations. In addition, the conversion of existing convertible notes, occurrence of sales
of a large
number of shares of our common stock, or the perception that these conversions or sales could occur, may affect our stock
price and could
impair our ability to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership
of our common
stock reduce the public float and liquidity of our common stock, which can in turn affect the market price of our common
stock.
Our
Amended and Restated Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum,
the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought
on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee
of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company arising pursuant
to any provision of the General Corporation Law of Delaware, the Amended and Restated Certificate of Incorporation or the Bylaws of the
Company; or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. To the extent that any such
claims may be based upon federal law claims, Section 27 of the Securities Exchange Act of 1934, as amended, creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Furthermore, Section 22 of the Securities Act of 1933, as amended, provides for concurrent jurisdiction for federal and state courts
over all suits brought
to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as
such, the exclusive jurisdiction
clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits. The
choice of forum provisions in our
Amended and Restated Certificate of Incorporation may limit a stockholder’s ability to bring
a claim in a judicial forum that it
finds favorable for disputes with us or our directors, officers or other employees, which may discourage
such lawsuits against us and
our directors, officers and other employees. By agreeing to these provisions, however, stockholders will
not be deemed to have waived
our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the
enforceability of similar
choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged
in legal proceedings,
and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a
court were to find the
choice of forum provisions in our Amended and Restated Certificate of Incorporation” to be inapplicable
or unenforceable in an
action, we may incur additional costs associated with resolving such action in other jurisdictions, which could
adversely affect our
business and financial condition.
On
August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2023 (the “Form 10-Q”), did not satisfy the continued listing requirement under
Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Equity
Rule”). As reported in its Form 10-Q, the Company’s stockholders’ equity as of June 30, 2023 was approximately $1,799,365.
As of June 30, 2024, the Company’s stockholders’ deficit was ($4,833,450). The Staff’s notice had no immediate impact
on the listing of the Company’s common stock on Nasdaq.
Upon
submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February 20, 2024 to comply
with this requirement.
On
February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company
that the Staff had determined that the Company did not meet the terms of the extension. Specifically, the Company did not complete its
proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.
The
Company requested an appeal of the Staff’s determination and such hearing occurred on May 2, 2024. At the hearing, the Company
presented its plan for regaining compliance with the Equity Rule and requested a further extension to complete the execution of its plan.
On May 13, 2024, we received an extension until July 12, 2024, to regain compliance with the Equity Rule.
On
August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule,
as required by the Panel’s decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the
Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year
monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule
5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will
not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company
be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3). Instead, the Staff will issue a Delist Determination
Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if
the initial Panel is unavailable. The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing
Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.
On
January 10, 2025, the Company received a letter from the Staff indicating that the Company no longer complies with Nasdaq rules for continued
listing because the Company has not yet held an annual meeting of stockholders within one year after the end of the Company’s fiscal
year ended December 31, 2023, as required pursuant to Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”). The
Company has 45 calendar days to submit a plan to regain compliance and, if the Staff accepts the Company’s plan, the Staff can
grant an exception of up to 180 calendar days from December 31, 2024, or until June 30, 2025, to regain compliance. The Company plans
to timely submit such a plan for the Staff’s consideration. There can be no assurance that the Staff will accept the Company’s
plan to regain compliance with the Annual Meeting Requirement, or that the Company will evidence compliance with the Annual Meeting Requirement
during any extension period that the Staff may grant. If the Staff does not accept the Company’s plan, the Company will have the
opportunity to appeal that decision to a Nasdaq Hearings Panel. Prior to receiving the deficiency letter from the Nasdaq regarding the
Annual Meeting Requirement, on December 31, 2024, the Company filed with the Securities and Exchange Commission a definitive proxy statement
on Schedule 14A relating to its planned annual meeting of stockholders for the fiscal year ended December 31, 2023. The stockholders
meeting for the fiscal year ended December 31, 2024 was held on January 16, 2025. On January 22, 2025, the Company received a letter
from the Staff of Nasdaq confirming that the Company has regained compliance with the Annual Meeting Requirement.
The
Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. Michael D.Mr. Farkas, the
our Chief Executive
Officer and Executive Chairman of NextNRG,Chairman, is the holder (through NextNRG) and the beneficial owner of approximately
68.14% 48.70% of the Company’s
common stock and therefore controls a majority of the voting power of the Company’s outstanding common
stock and accordingly, he
has the ability to determine all matters requiring approval by stockholders. As a result, we qualify for exemptions
from certain corporate
governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders
will not have the
same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a
company of which more
than 50% of the voting power for the election of directors is held by an individual, group or another company is
a “controlled
company” and may elect not to comply with certain corporate governance requirements, including the requirements:
Management's Discussion & Analysis (MD&A)
New heading “Sale-Leaseback Transactions”
New heading “Closing of the NextNRG Acquisition”
Largest changes
“On December 17, 2024, the Company and NextNRG entered into a promissory note (the “December 17 Note”) for the sum of $580,000 to be used for the Company’s working capital needs. The unpaid principal balance of the December 17 Note has a fixed rate of interest of 8% per annum. Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025. …”see in full comparison
“On December 2, 2024, the Company and NextNRG entered into a promissory note (the “December 2 Note”) for the sum of $715,000 to be used for the Company’s working capital needs. The December 2 Note has an original issue discount (“OID”) equal to $65,000. The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum. Unless the December 2 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along with accrued interest, will be due and payable in full on December 2, 2025. …”see in full comparison
“On December 3, 2024, the Company and NextNRG entered into a promissory note (the “December 3 Note”) for the sum of $275,000 to be used for the Company’s working capital needs. The December 3 Note has an original issue discount (“OID”) equal to $25,000. The unpaid principal balance of the December 3 Note has a fixed rate of interest of 8% per annum. Unless the December 3 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along with accrued interest, will be due and payable in full on December 3, 2025. …”see in full comparison
“The Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment”). Under the Second Amendment, the consideration to be paid to the Shareholders was revised from 40,000,000 shares of Common Stock to 100,000,000 shares of Common Stock (“Exchange Shares”) of which, 25,000,000 or 50,000,000 shares of the Exchange Shares would be vested on the closing date, and the remaining 75,000,000 or 50,000,000 shares of the Exchange Shares would be subject to vesting or forfeiture. …”see in full comparison
“Certain Receivable Financing Arrangements, dated as of December 27, 2024 On December 27, 2024, the Company entered certain receivable financing arrangements with the following parties: (i) Revenue Purchase Agreement and Guaranty of Performance with GALT FUNDING Co. (the “Galt Agreement”); (ii) Sales of Future Receipts Agreement with Redstone Advance Inc. (the “Redstone Agreement”); and (iii) Future Receivables Sale and Purchase Agreement with Funderzgroup LLC dba Mr. …”see in full comparison
Full comparison: every changed paragraph (70)
The
following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition,
liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our consolidated financial statements and
related notes included
in this Annual Report on Form 10-K and the audited financial statements and notes thereto as of and for the year
ended December 31, 2024 2025
and the related Management’s Discussion and Analysis of Financial Condition and Results of Operation.Operations. Unless
the context requires
otherwise, references in this Annual Report on Form 10-K to “we,” “us,” and “our”
refer to NextNRG,
Inc.
The
consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned
owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by the Financial Accounting
Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”.
For
SEC registrants, a reverse merger with a public shell company may also trigger “Super 8-K” reporting requirements under SECForm
Form 8-K, Item 2.01, requiring disclosure within four business days of the transaction closing.
The
preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the
recognition of revenues and expenses during the reporting period. Actual results may
differ from these estimates, and such differences
could be material.
The
Company accounts for accounts receivable in accordance with FASB ASC 310, Receivables. Receivables are recorded at their net realizable value,
value, which represents the amount management expects to collect from outstanding customer balances (ASC 310-10-35-7).
The
Company accounts for inventory in accordance with FASB ASC 330, Inventory. Inventory consists solely of fuel and is stated at the lower of
of cost or net realizable value (“LCNRV”) using the first-in, first-out (FIFO) method, as required by ASC 330-10-35-1.
The
Company accounts for right-of-use (“ROU”)
assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the
present value of the Company’s estimated
future minimum lease payments over the lease term, including any reasonably certain renewal
options, discounted using a collateralized
incremental borrowing rate (ASC 842-20-30-1).
The
Company classifies its leases as either operating or finance leases based on the criteria outlined in ASC 842-10-25-2.
The Company’s
real-estate and certain equipment leases primarilyare consistclassified ofas operating leases,leases whichand are included as Right-of-UseROU Assetsassets and Operatingoperating
lease Lease Liabilitiesliabilities on the consolidated
balance sheet.
Since the implicit rate in the Company’s operating leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate it would incur to borrow on a collateralized basis over a similar term and currency environment (ASC 842-20-30-3).
The
Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, as amended by Accounting Standards Update
Update (“ASU”) 2014-09. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the
customer customer
in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
Sale-Leaseback Transactions
During the year ended December 31, 2025, the Company entered into four sale-leaseback transactions with Equify Financial, LLC under Master Lease No. 17348L pursuant to which the Company sold certain transportation equipment and concurrently leased the equipment back for a 36-month term, with monthly rent paid in advance and a lessee-paid TRAC residual due at the end of the term.
The Company evaluated these transactions under ASC 606 and ASC 842-40 and concluded that the transfers did not qualify for sale accounting because the present value of the lease payments, including the TRAC, represents substantially all of the fair value of the underlying equipment (ASC 842-10-25-2(d)). Accordingly, the transactions are accounted for as financings: the equipment remains on the Company’s balance sheet within property and equipment and continues to be depreciated on a straight-line basis over its estimated useful life of five years; the cash proceeds received are recorded as a financing obligation; and scheduled lease payments are bifurcated between interest expense (recognized using the implicit rate in the arrangement) and principal reduction of the financing obligation.
As of December 31, 2025, the weighted-average implicit rate across the four arrangements was approximately 16.4% per annum and the aggregate outstanding financing obligation was approximately $3.6 million.
The
Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences of differences between the financial reporting and tax bases
of assets and liabilities. These amounts are measured using enacted tax rates expected to apply in the periods when temporary differences
reverse (ASC 740-10-30-8).
The
Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based
compensation to ensure compliance
with evolving financial reporting requirements.
Basic EPS
Basic
Earnings Per Share (EPS)
Diluted
Earnings Per Share (EPS)
The
Company defines related parties in accordance with ASC 850, “Related Party Disclosures,” and SEC Regulation S-X, Rule 4-08(k).
Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company.
Disclosures
are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose material
material related party transactions and their effects on the financial position and results of operations.
ASU
2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures In
March 2022, the FASB issued ASU 2022-02, which:
The
Company adopted ASU 2022-02 on January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial
statements.
ASU
2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In
November 2023, the FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:
ASU
2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures In
December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.
Revenues
for the year ended December 31, 2024,2025, increased significantly compared to the prior year December 31, 2023.2024. This growth was primarily
attributable to a rise in gallons delivereddelivered, as well as an uptick in the average price per gallon. Several factors contributed to this
performance:
Operating
expenses decreasedincreased compared to the prior year, primarily due to effectivean cost-managementincrease initiativesin acrosssales multipleand categories:revenue.
Notably,
these savings were partially offset by a small increase in stock-based compensation, underscoring the Company’s commitment to attracting
and retaining top talent through equity incentives.
Depreciation
and amortization declinedalso marginallyincreased year over year. The primary driver of this decreaseincrease was anthe impairmentdepreciation of certainnewly equipmentacquired totaling
$13,422.vehicles Thisduring reductionthe was partially offset by new asset additions of approximately $38,554,year, reflecting the Company’s ongoing
investments in delivery vehicles, fueling technology, and other capital expenditures necessary to support continued growth and maintain
operational efficiency.
Interest
income dropped to zerodecreased in 2024,2025, reflecting a shiftcontinuation in the Company’s cash management strategy. In 2023,2024, the Company had short-term
investments or interest-bearing accounts that generated interest, which did not recur in 2024.2025.
Other income decreased year over year.
Other
income rose significantly, driven by one-time gains, settlements, or other ancillary revenue sources. The Company’s expansion and
increased commercial activities may have contributed to additional non-operating income streams.
The
Company had no activity related to marketable securities in 2024.2024 Inor 2023, there was an insignificant loss of $27,160.2025.
The
Company recorded a loss on debt extinguishment of $907,500 in 2024 in connection with the conversion of related-party debt to Series
A Preferred Stock. By contrast, in 2023,2025, the Company recordeddid not record a $291,000 loss tied to extending the maturity date on thedebt same related-party
debt.extinguishment.
Cash
and cash equivalents increaseddecreased increase year over year.year-over-year. The primary drivers of this increase were:
Net
cash used in operating activities decreasedincreased by
approximately $2.1$8,2 millionmillion, yearor over28.13%, year.year-over-year. This increase is largely due to the increase in operating expenses and net loss,
as well as a decrease in interest income.
This
improvement primarily reflects stronger operational performance, including higher revenues and improved working capital management, which
reduced the Company’s cash burn.
In
addition, more efficient cost controls and timing differences in payables/receivables contributed to a lower net outflow compared to
the prior year.
Cash received from investing activities increased $11.7 million, or 100%, from December 31, 2024 to December 31, 2025, driven by a decrease in a purchase of fixed assets and cash proceeds from the sale of vehicles.
Cash
used in investing activities increased substantially, driven by higher capital expenditures (vehicles purchased, not yet placed in service
as well as a deposit paid on future asset purchase), offset by no proceeds in the current year from the sales of marketable securities.
While
this resulted in a larger net outflow, these investments are expected to enhance operational capacity and future growth potential.
Net cash provided by financing activities decreased by $5.3 million, or 28.37%, and was largely driven by proceeds from notes receivable and cash from the sale of common stock, offset by the repayment of notes payable, and entry into a financing lease via a sales leaseback transaction. .
Net
cash provided by financing activities rose significantly, reflecting successful capital-raising efforts. This increase could be attributable
to:
Overall, the Company’s cash position decreased by approximately $1.2 million, or 76%, in 2025. This decrease is primarily the result of increased operating expenses, partially offset by the increase in revenue, as well as by the decrease of cash provided by financing activities.
Overall,
the Company’s cash position improved by approximately $2.1 million, transitioning from a net outflow in the prior year to a net
inflow in 2024. This positive swing is primarily the result of substantial financing proceeds received late in the year, alongside more
favorable operating cash flows. The timing of major expenses and capital projects also influenced the Company’s cash balance at
year-end.
By
maintaining a disciplined approach to both spending and financing, EzFillthe Company aims to strengthen its balance sheet and sustain the growth
momentum of its on-demand fueling business.
The
Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company
has relied on related parties for the debt baseddebt-based funding of its operations. There is no assurance that the Company will be able to obtain
funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable
the Company to complete its initiatives or attain profitable operations.
The
Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues
from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive
analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months
endedending December 31, 2025,2026, and our current capital structure including equity-based instruments and our obligations and debts.
Promissory
Note dated December 2, 2024
On
December 2, 2024, the Company and NextNRG entered into a promissory note (the “December 2 Note”) for the sum of $715,000
to be used for the Company’s working capital needs. The December 2 Note has an original issue discount (“OID”) equal
to $65,000. The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum. Unless the December 2 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along
with accrued interest, will be due and payable in full on December 2, 2025. If the Company defaults on the December 2 Note, the unpaid
principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG
will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under
the December 2 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the
greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the “Floor Price”).
Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq
Capital Market on the date of the December 2 Note. The Company and NextNRG have agreed that the total cumulative number of common stock
issued to NextNRG under the December 2 Note, together with all other transaction documents may not exceed the requirements of Nasdaq
Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If
the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining
outstanding balance of this December 2 Note must be repaid in cash at the request of NextNRG. The December 2 Note contains a protection
for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 2 Note is
issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 2 Note
will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.
Promissory
Note dated December 3, 2024
On
December 3, 2024, the Company and NextNRG entered into a promissory note (the “December 3 Note”) for the sum of $275,000
to be used for the Company’s working capital needs. The December 3 Note has an original issue discount (“OID”) equal
to $25,000. The unpaid principal balance of the December 3 Note has a fixed rate of interest of 8% per annum. Unless the December 3 Note
is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along
with accrued interest, will be due and payable in full on December 3, 2025. If the Company defaults on the December 3 Note, the unpaid
principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG
will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under
the December 3 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the
greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the “Floor Price”).
Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq
Capital Market on the date of the December 3 Note. The Company and Next have agreed that the total cumulative number of common stock
issued to Next under this Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule
5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company
is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding
balance of this December 3 Note must be repaid in cash at the request of Next. The December 3 Note contains a protection for Next in
the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 3 Note is issued and outstanding
and has not been converted, then the number of shares and the price for any conversion under the December 3 Note will be adjusted by
the same ratios or multipliers of, any such subdivision, split, reverse split.
Promissory
Note dated December 17, 2024
On
December 17, 2024, the Company and NextNRG entered into a promissory note (the “December 17 Note”) for the sum of $580,000
to be used for the Company’s working capital needs. The unpaid principal balance of the December 17 Note has a fixed rate of interest
of 8% per annum. Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein,
the balance of the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025. As part of the
promissory note, the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase
of equipment. If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable,
multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and
unpaid principal, interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of
the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period
prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not
exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 17 Note. The Company
and NextNRG have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other transaction
documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation
will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to Next
in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request
of Next. The December 17 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In
the event of a stock split, if the December 17 Note is issued and outstanding and has not been converted, then the number of shares and
the price for any conversion under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision,
split, reverse split.
Michael
Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company’s outstanding
shares of common stock.
On
December 26, 2024, the Company and Gad International Ltd. (the “Lender”) entered into a promissory note (the “Gad
Note”)
for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including
without limitation
the purchase of equipment. Unless the Gad Note is otherwise accelerated,accelerated or extended in accordance with the terms
and conditions therein,
the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23,
2025. Further, the Company
agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan,
and an optional extension fee
of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension
to the Loan, upon the Lender’s
written consent. If any amount payable under the Loan is not paid when due, whether at stated
maturity, by acceleration, or otherwise,
such overdue amount will bear interest at a rate of twenty-one percent (21%).21%. Additionally,
the Company agreed to execute an irrevocable transfer instruction
with its transfer agent to issue $5,000,000 worth of shares of
Company common stock to the Lender if the Gad Note is not repaid on or
before February 23, 2025. However, pursuant to an amendment
to the Gad Note, dated January 15, 2025, between the Company and the Lender,
no shares of the Company can be issued without the
Company first receiving shareholder approval. The Company has commenced the process
of obtaining shareholder approval and once the
shareholder approval process is completed and the Company is authorized to issue the shares,
the Company will issue the shares. The
Company shall take no action to impair, hinder or impede either the approval process or the issuance
of the shares in the event they
become owed to Lender. Such shares of common stock will be valued based on the Nasdaq official closing
price for the Company’s
common stock as of date of the issuance of the Gad Note. The note was extended to March 23, 2025, and in
exchange for the extension of the maturity date, the Company paid
a fee of $200,000. The note was paid in full on March 26, 2025.
On
December 30, 2024, the Company and NextNRG entered into a promissory note (the “December 30 Note”) for the sum of $330,000
to be used for the Company’s working capital needs, including without limitation the purchase of equipment. The unpaid principal
balance of the December 30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated,accelerated or
extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will
be due and payable in full on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums,
along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert
all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully
paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP
over the five (5)trading Trading Dayday period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing,
the conversion price shall not exceed the closing price of the Company’s Commoncommon Stockstock on the Nasdaq Capital Market on the date
of the December 30 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the
December 30 Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq
19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder
approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December
30 Note must be repaid in cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company
effectuates a split of its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not
been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios
or multipliers of,of any such subdivision, split, reverse split.
On
January 15, 2025, the Company and Alcourt LLC (the “Alcourt”) entered into a promissory note (the “Alcourt Note”)
for the sum of $1,000,000 to be used for the Company’s working capital needs, including without limitationlimitation, the purchase of equipment.
The Alcourt Note was issued with an original issue discount of $50,000. The unpaid principal balance of the Alcourt Note has a fixed
rate of interest of 15% per annum. Unless the Alcourt Note is otherwise accelerated,accelerated or extended in accordance with the terms and conditions
therein, the balance of the Alcourt Note, along with accrued interest, will be due and payable in full on April 15, 2025 (“Maturity
Date”). If the Alcourt Note is not repaid by the Maturity Date, for any reason whatsoever, the Company will issue shares of the
Company’s common stock with a then current value of $500,000 to Alcourt (the “Extension Fee”). The shares will be valued
based on the greater of: (i) the closing price of the Company’s common stock on the Maturity Date; or (ii) $1.00 per share; if
the Company’s common stock is trading below $1.00 per share, Alcourt can elect to receive the Extension Fee of $500,000 in cash.
The Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $500,000 worth of shares of Company
common stock to Alcourt if the Alcourt Note is not repaid on or before April 15, 2025. Upon payment of the Extension Fee, the Maturity
Date shall be extended until July 15, 2025. Additionally, if the Alcourt Note is paid at any time after the initial Maturity Date, the
Company Company
shall pay a $50,000 termination fee together with the repayment of the principal, accrued unpaid interest, and any other charges
due due
to Alcourt. No shares of the Company shall be issued without the Company first receiving shareholder approval. The Company has commenced
the process of obtaining shareholder approval as soon as reasonably practicable after execution of the Alcourt Note. This note was repaid
in February 2025.
The note was repaid in full in February 2025.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025, as the same may be updated from time to time.
Full comparison: every changed paragraph (1)
As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025, as the same may be updated from time to time.
Management's Discussion & Analysis (MD&A)
New heading “Receivables Agreement”
New heading “Leviston Security Agreement”
New heading “Cashera Business Loan and Security Agreement”
New heading “Agile Hudson Securities Purchase Agreement”
New heading “Agile Hudson Note”
New heading “Agile Hudson Security Agreement”
New heading “FirstFire Securities Purchase Agreement”
New heading “FirstFire Security Agreement”
New heading “Venture Debt Loan”
New heading “Securities Purchase Agreement”
New heading “Security and Pledge Agreement”
New heading “Gain (Loss) on Settlement of Liabilities”
New heading “For the six months ended June 30, 2026 compared to the six months ended June 30, 2025”
New heading “Operating Expenses”
New heading “Depreciation and Amortization”
New heading “Gain (Loss) on Settlement of Liabilities”
New heading “Interest Expense (including amortization of debt discount)”
Removed heading “Promissory Note, dated as of December 26, 2024”
Removed heading “Promissory Note, dated as of January 15, 2025”
Removed heading “Shareholder Approval”
Largest changes
“The Agile Hudson Note contains various restrictive covenants, including, but not limited to, prohibitions on effectuating Variable Rate Transactions or certain prohibited transactions, such as merchant cash advances, paying cash dividends or selling significant assets without consent. Events of default include, among others, failure to pay principal or interest, failure to deliver conversion shares, breach of covenants, and the restatement of certain financial statements. …”see in full comparison
“The FirstFire Note contains various restrictive covenants, including, but not limited to, prohibitions on effectuating Variable Rate Transactions or certain prohibited transactions, such as merchant cash advances, paying cash dividends or selling significant assets without consent. Events of default include, among others, failure to pay principal or interest, failure to deliver conversion shares, breach of covenants, and the restatement of certain financial statements. …”see in full comparison
“The Avanza MCA contains customary representations, warranties, covenants, and events of default. Upon the occurrence of an Event of Default (as defined in the Avanza MCA), Avanza may invoke specified protections, including declaring the full uncollected Receivables Purchased Amount plus all fees immediately due and payable, enforcing its security interest in the collateral, and electing to recover 25% of the unpaid balance as liquidated damages for collection expenses.”see in full comparison
“The Note bears interest at a rate of 12% per annum and will mature on October 24, 2026. From and after the occurrence and during the continuance of any Event of Default (as defined in the Note), the interest rate will increase by 9% until such Event of Default is subsequently cured. The maturity date may be extended for an additional three months by mutual written consent of the Company and the Investor or at the option of the Investor, subject to the terms of the Note. …”see in full comparison
“On April 1, 2026, in connection with the issuance of the Leviston Note, the Company and Leviston entered into the Leviston Security Agreement. dated as of April 1, 2026. Pursuant to the terms of the Leviston Security Agreement, the Company granted to Leviston a continuing, first-priority security interest in substantially all of its assets to secure the prompt payment and performance of its obligations under the Leviston Note and related transaction documents. …”see in full comparison
“As consideration, the Company is required to remit to Avanza a specified percentage of 25% of the Company’s daily settlements and receivables until the Receivables Purchased Amount is delivered in full. The Avanza MCA establishes an initial estimated periodic payment of $62,496 to be collected via automated clearing house debit from a designated depository account every Tuesday, subject to reconciliation protocols based on the Company’s actual volume of receipts. …”see in full comparison
Full comparison: every changed paragraph (177)
The
Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe
harbor for forward-looking
statements made by or on behalf of NextNRG, Inc. (“NextNRG,” “we,”
“us,” “our,” or the
“Company”). The Company and its representatives may from time to time make
written or oral statements that are “forward-looking,”
including statements contained in this report and other filings
with the Securities and Exchange Commission (“SEC”) and in
our reports and presentations to stockholders or potential
stockholders. In some cases, forward-looking statements can be identified
by words such as “believe,”
“expect,” “anticipate,” “plan,” “potential,”
“continue” or similar
expressions. Such forward-looking statements include risks and uncertainties and there are important
factors that could cause actual
results to differ materially from those expressed or implied by such forward-looking statements. These
factors, risks and
uncertainties can be found in Part I, Item 1A, “Risk Factors,” of Amendment No. 1 to the Company’s Annual Report
on on
Form 10-K/A for the fiscal year ended December 31, 2025, as the same may be updated from time to time, including in Part II, Item
1A, “Risk
Factors,” of this Quarterly Report on Form 10-Q.
The
following discussion and analysis provides information we believe is relevant to an assessment and understanding of our unaudited
condensed consolidated operating results and financial condition. The following discussion should be read in conjunction with our
unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026 and the notes thereto
included in
this Quarterly Report on Form 10-Q, as well as our other reports filed with the SEC from time to time, including, but
not limited
to, Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2025.
NextNRG’s
mobile fueling solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial fleets,
and specialty vehicles at homes, workplaces, and job sites. Leveraging digital technology and GPS-based systems, this service responds
to the increasing preference for home and workplace product deliveries. Particularly, our fleet services are experiencing significant
growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and reduce downtime.
For the threesix months ended MarchJune 31,30, 2026 and the year ended December 31, 2025, we derived allthe majority of our revenues from mobile fuel deliveries.
Receivables Agreement
On March 9, 2026, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Receivables Agreement”), dated as of March 5, 2026, with Funderzgroup LLC DBA Monetafi (the “Purchaser”). Pursuant to the Receivables Agreement, the Company agreed to sell to the Purchaser 6.87% (the “Specified Percentage”) of the Company’s future receipts until $2,772,000 (the “Purchased Amount”) has been delivered to the Purchaser. In consideration, the Purchaser paid $2,100,000 to the Company, less applicable fees in the amount of $105,035. The Company agreed to deliver to the Purchaser a fixed amount, initially equal to $231,000 on a biweekly basis, that the parties agreed to be a good faith approximation of the Specified Percentage of the future receipts.
As security for payment and performance of the Company’s obligations, the Company granted the Purchaser a first-priority lien on all of the Company’s accounts, including, but not limited to, deposit accounts, accounts receivable, other receivables and inventory. Upon the occurrence of an event of default, the entire unpaid portion of the Purchased Amount becomes immediately due, together with specified damages, and bears simple interest at a rate of 9% per annum from the default date until paid in full. The Receivables Agreement does not have a fixed duration and will expire on the date on which the Purchased Amount and all other sums due to the Purchaser are paid in full.
Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder, personally guaranteed the Company’s obligations under the Receivables Agreement. The Company accounts for the Receivables Agreement as debt in accordance with ASC 470. As of June 30, 2026, the outstanding balance under the Receivables Agreement was $664,988.
Leviston SPA
On April 1, 2026, the Company and Leviston Resources, LLC (“Leviston”) entered into a Securities Purchase Agreement dated as of April 1, 2026 (the “Leviston SPA”), pursuant to which the Company agreed to sell, and Leviston agreed to purchase, a senior secured convertible promissory note in the principal amount of $1,724,444 (the “Leviston Note”) for a purchase price of $1,552,000. The Leviston Note carries an original issue discount of $172,444. The Company also incurred debt issuance costs of $15,000 in connection with the Leviston Note. Pursuant to the terms of the Leviston SPA, the Company agreed to issue 243,300 shares of the Company’s common stock to Leviston as additional consideration for the Leviston Note. Such shares were issued on April 1, 2026.
Leviston has rollover rights and piggyback registration rights pursuant to the terms of the Leviston SPA. In addition, until the later of (i) October 1, 2027 or (ii) the date that the balance due under the Leviston Note is paid in full, Leviston has a right of participation in, and a right of first refusal regarding, any financing transaction. The Company has also granted Leviston “most favored nation” rights for so long as any obligations remain outstanding under the transaction documents.
The Leviston SPA contains customary representations, warranties and covenants for a transaction of this type.
The transactions that were the subject of the Leviston SPA closed on April 1, 2026.
Leviston Note
The Leviston Note bears interest at a rate of 10% and matures on October 1, 2026. Interest is guaranteed for the entirety of the six-month term of the Leviston Note, regardless of any reduction of the principal amount, conversion or prepayment. The Leviston Note is a senior secured obligation of the Company, with first priority over all current and future indebtedness; provided, however, that the Company may close equipment financing, with such financing secured by first priority lien(s) against the equipment being financed and second priority lien(s) (behind Leviston’s security interest) against the Company’s other assets. The Company’s obligations under the Leviston Note are secured pursuant to the terms of the Pledge and Security Agreement, dated as of April 1, 2026, by and between the Company and Leviston (the “Leviston Security Agreement”).
The Leviston Note is convertible into shares of the Company’s common stock only upon and following an Event of Default (as defined in the Leviston Note), at the option of Leviston. Upon an Event of Default, Leviston may convert any portion of the outstanding principal, accrued interest, default interest, and a fixed conversion fee of $1,950 per conversion into common stock. The conversion price will be equal to 80% of the average of the three lowest daily volume-weighted average prices (VWAP) of the common stock during the 15 trading days immediately preceding the conversion date, subject to a floor price of $0.10 per share.
The Leviston Note contains an equity blocker that prohibits Leviston from converting the Leviston Note if such conversion would result in Leviston and its affiliates beneficially owning more than 4.99% of the Company’s outstanding common stock; provided, however, that Leviston may elect to increase this limitation to 9.99% upon 61 days’ prior notice to the Company, or immediately if Leviston is not subject to the reporting requirements of Section 13 of the Exchange Act.
In addition, the Leviston Note contains a hard cap on the number of shares issuable to Leviston at 19.99% of the outstanding shares. Pursuant to the terms of the Leviston Note, the parties agreed that, notwithstanding any other conversion, adjustment or other provision, the Company may not issue a cumulative number of shares of common stock to Leviston and its affiliates pursuant to the Leviston Note and the other transaction documents that would exceed the 19.99% limitation set forth in the Nasdaq Stock Market’s (“Nasdaq”) Listing Rule 5635(d), unless the Company obtains stockholder approval to exceed such threshold in accordance with Nasdaq rules.
The Company may prepay the Leviston Note at any time prior to October 1, 2026; provided, however, that (i) if the prepayment date occurs within 60 days of April 1, 2026, the Company must pay Leviston the outstanding principal amount, all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and any other amounts due under the Leviston Note, with no prepayment premium; and (ii) if the prepayment date occurs after 60 days from April 1, 2026, the Company must pay Leviston 110% multiplied by the sum of (a) the outstanding principal amount, (b) all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and (c) any other amounts due under the Leviston Note.
The Leviston Note contains customary Events of Default, the occurrence of which grant Leviston, among other things, the right to accelerate the entire unpaid balance of the Leviston Note. Upon the occurrence of an Event of Default, the Leviston Note provides that, among other things, all outstanding obligations under the Leviston Note and related transaction documents, including principal, accrued interest, monitoring fees, and legal expenses, will automatically increase to 150% of the then-outstanding balance. Additionally, all outstanding obligations will accrue interest at a default rate equal to the lesser of 18% per annum or the maximum rate permitted by law.
On April 1, 2026, the Company issued the Leviston Note in favor of Leviston pursuant to the terms of the Leviston SPA.
On May 29, 2026, the Company repaid the Leviston Note in full, including outstanding principal of $1,724,444 and guaranteed interest of $86,222, in the aggregate amount of $1,810,666, together with a penalty of $91,222 (for total cash payments of $1,901,888). As a result, the Company’s obligations under the Leviston Note and the Leviston Security Agreement have been satisfied and the security interest granted thereunder has terminated.
Leviston Security Agreement
On April 1, 2026, in connection with the issuance of the Leviston Note, the Company and Leviston entered into the Leviston Security Agreement. dated as of April 1, 2026. Pursuant to the terms of the Leviston Security Agreement, the Company granted to Leviston a continuing, first-priority security interest in substantially all of its assets to secure the prompt payment and performance of its obligations under the Leviston Note and related transaction documents. The collateral includes, but is not limited to, the Company’s accounts, inventory, equipment, general intangibles, deposit accounts, and 100% of the equity interests in the Company’s directly owned subsidiaries (the “Pledged Equity”). The Company is subject to negative covenants that, subject to certain exceptions, prohibit the sale, lease, or encumbrance of the collateral without Leviston’s prior written consent. Upon the occurrence and during the continuance of an Event of Default, Leviston may, among other remedies: (i) accelerate all obligations and take possession of the collateral; (ii) exercise all voting and consensual rights pertaining to the Pledged Equity; (iii) appoint a receiver over the Company’s assets; and/or (iv) sell the collateral at public or private sales to satisfy the outstanding debt.
The security interest will terminate only upon the full satisfaction or termination of the Company’s obligations under the Leviston Note.
The Leviston Security Agreement contains customary representations, warranties and covenants for a transaction of this type.
Cashera Business Loan and Security Agreement
On April 7, 2026, the Company and Cashera Private Credit Inc. (“Cashera”) entered into a Business Loan and Security Agreement (the “Cashera Loan Agreement”), dated as of April 1, 2026, pursuant to which Cashera provided a term loan to the Company in the principal amount of $750,000 (the “Cashera Loan”). The Company received net disbursement proceeds of $712,500 after deduction of a $37,500 origination fee. The Cashera Loan carries a total interest expense of $300,000, resulting in a total repayment obligation of $1,050,000. The Cashera Loan is scheduled to be repaid in 24 weekly installments of $43,750, beginning immediately following disbursement, with a maturity date of October 1, 2026. The annual percentage rate for the Cashera Loan is approximately 173.06%.
The Cashera Loan is secured by a first-priority security interest in substantially all of the Company’s assets, including accounts, inventory, equipment, deposit accounts and intellectual property. Additionally, the Cashera Loan is personally guaranteed by Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board and substantial stockholder, and cross-guaranteed by NextNRG Ops LLC, a wholly owned subsidiary of the Company.
The Cashera Loan Agreement contains various restrictive covenants, including a prohibition on taking additional debt without Cashera’s prior written consent and a notification requirement if its bank account balances fall below 33% of the balance represented at the time of funding. If the Company takes additional debt without prior written consent, the Company will incur a $75,000 stacking fee for each occurrence.
Upon an event of default, Cashera may, among other things, (i) accelerate the entire unpaid balance, (ii) charge a default fee equal to 25% of the outstanding balance, (iii) take possession of and sell the collateral, and/or (iv) file a confession of judgment in the State of Utah, allowing for the summary entry of a legal judgment without trial.
The Cashera Loan Agreement contains representations, warranties and covenants as set forth therein.
Agile Hudson Securities Purchase Agreement
On April 17, 2026, the Company entered into a Securities Purchase Agreement (the “Agile Hudson SPA”), dated as of April 15, 2026, with Agile Hudson Partners LLC (“Agile Hudson”), pursuant to which the Company issued a secured promissory note in the aggregate principal amount of $275,000 (the “Agile Hudson Note”) to Agile Hudson. The Agile Hudson Note was issued with an original issue discount of $25,000, resulting in a purchase price of $250,000. As additional consideration, the Company issued 50,000 shares of common stock (the “Agile Hudson Commitment Shares”) to Agile Hudson on April 17, 2026.
If, at any time after the date of the Agile Hudson SPA, the Company’s common stock would be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act (the “Trigger Date”), then the remaining Agile Hudson Commitment Shares held by Agile Hudson as of the Trigger Date (the “Remaining Agile Hudson Commitment Shares”) will automatically be deemed cancelled and extinguished and the Company will pay to Agile Hudson on the Trigger Date an amount in cash equal to the number of Remaining Agile Hudson Commitment Shares multiplied by $0.35 (subject to adjustment as set forth in the Agile Hudson SPA).
Until the later of October 15, 2027, or the date that the Agile Hudson Note is extinguished in its entirety, Agile Hudson has a right of participation in any future Company equity or debt offering as set forth in the Agile Hudson SPA. Agile Hudson also has piggyback registration rights and “most favored nation” rights for so long as any obligations remain outstanding under the Agile Hudson Note.
In order to ensure compliance with Nasdaq Listing Rule 5635(d), the Company agreed to seek stockholder approval, on or before October 15, 2027, to issue to Agile Hudson over 10,000,000 shares of common stock (the “Exchange Cap”).
The Agile Hudson SPA contains customary representations, warranties and covenants for a transaction of this type. Additionally, pursuant to the terms of the Agile Hudson SPA, the Company is subject to a negative covenant prohibiting the Company from effectuating or entering into any agreement involving a “Variable Rate Transaction” (as hereinafter defined) until the later of (i) October 15, 2027, or (ii) such time as the Agile Hudson Note is extinguished in its entirety. A “Variable Rate Transaction” includes any issuance or sale of debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, shares of the Company’s common stock at a price that (A) varies with the trading prices of the common stock after the initial issuance or (B) is subject to a reset at a future date or upon the occurrence of specified or contingent events. The term also encompasses the entry into an equity line of credit or similar agreement where securities may be issued at a future determined price, other than an equity line of credit with Hudson Global Ventures, LLC.
The transactions that were the subject of the Agile Hudson SPA closed on April 17, 2026.
Agile Hudson Note
The Agile Hudson Note carries a one-time guaranteed interest charge of 10% (equal to $27,500), which was earned in full upon issuance, and matures on April 15, 2027 (the “Agile Hudson Maturity Date”).
The Company’s obligations under the Agile Hudson Note are secured by a security interest in the Company’s assets pursuant to the Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. (NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp., the “Guarantors” and collectively with the Company, the “Debtors”), and Agile Hudson (the “Agile Hudson Security Agreement”). The Agile Hudson Note ranks pari passu with the Company’s existing secured debt held by Leviston Resources, LLC (“Leviston”) and FirstFire Global Opportunities Fund, LLC (“FirstFire”).
Beginning six months after the issuance date, Agile Hudson has the right to convert all or any portion of the outstanding principal and interest into shares of the Company’s common stock. The conversion price is a variable market price equal to 80% of the average of the three lowest volume-weighted average prices during the 15 trading days immediately preceding the conversion date, subject to a floor price of $0.10 per share. The Agile Hudson Note includes an equity blocker that prohibits Agile Hudson from owning more than 4.99% (or up to 9.99% upon notice) of the Company’s outstanding common stock. In addition, shares issuable under the Agile Hudson Note will be limited to the Exchange Cap unless the Company has received stockholder approval as set forth in the Agile Hudson SPA.
The Company may prepay the Agile Hudson Note at any time prior to the Agile Hudson Maturity Date. Prepayment during the first 60 days requires a payment of 100% of the principal and interest; thereafter, the prepayment amount increases to 110%. Additionally, Agile Hudson has the right to require the Company to apply up to 100% of proceeds from future debt or equity financings to repay the Agile Hudson Note.
The Agile Hudson Note contains various restrictive covenants, including, but not limited to, prohibitions on effectuating Variable Rate Transactions or certain prohibited transactions, such as merchant cash advances, paying cash dividends or selling significant assets without consent. Events of default include, among others, failure to pay principal or interest, failure to deliver conversion shares, breach of covenants, and the restatement of certain financial statements. Upon an event of default, the Agile Hudson Note will become immediately due and payable, and the Company will pay the principal amount then outstanding, plus accrued interest (including any default interest, which will be the lesser of 18% per annum or the maximum amount permitted by law), multiplied by 150%. In addition, the principal balance of the Agile Hudson Note will increase by $5,000 monthly after an event of default until the Agile Hudson Note is repaid in its entirety.
On April 17, 2026, the Company issued the Agile Hudson Note in favor of Agile Hudson pursuant to the terms of the Agile Hudson SPA.
On May 28, 2026, the Company repaid the Agile Hudson Note in full, including all outstanding principal and guaranteed interest, in the aggregate amount of $302,500. As a result, the Company’s obligations under the Agile Hudson Note have been satisfied.
Agile Hudson Security Agreement
Pursuant to the terms of the Agile Hudson Security Agreement, the Debtors granted a first-priority security interest in all of their assets, whether now owned or thereafter acquired, to Agile Hudson to secure the prompt payment and performance of the Company’s obligations under the Agile Hudson Note. The collateral subject to the security interest includes, but is not limited to, goods, inventory, machinery, and equipment; accounts, deposit accounts, and cash; intellectual property, and the equity interests held by the Company in the Guarantors.
The Agile Hudson Security Agreement contains customary representations, warranties, and covenants.
The security interests granted under the Agile Hudson Security Agreement rank pari passu in priority with the security interests previously established for the Company’s existing secured debt, which includes debt held by Leviston and FirstFire.
FirstFire Securities Purchase Agreement
On April 17, 2026, the Company entered into a Securities Purchase Agreement (the “FirstFire SPA”), dated as of April 17, 2026, with FirstFire, pursuant to which the Company issued a secured promissory note in the aggregate principal amount of $275,000 (the “FirstFire Note”) to FirstFire. The FirstFire Note was issued with an original issue discount of $25,000, resulting in a purchase price of $250,000. As additional consideration, the Company issued 50,000 shares of common stock (the “FirstFire Commitment Shares”) to FirstFire on April 17, 2026.
If, at any time after the date of the FirstFire SPA, the Company’s common stock would be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act, then the remaining FirstFire Commitment Shares held by FirstFire as of the Trigger Date (the “Remaining FirstFire Commitment Shares”) will automatically be deemed cancelled and extinguished and the Company will pay to FirstFire on the Trigger Date an amount in cash equal to the number of Remaining FirstFire Commitment Shares multiplied by $0.35 (subject to adjustment as set forth in the FirstFire SPA).
Until the later of October 17, 2027, or the date that the FirstFire Note is extinguished in its entirety, FirstFire has a right of participation in any future Company equity or debt offering as set forth in the FirstFire SPA. FirstFire also has piggyback registration rights and “most favored nation” rights for so long as any obligations remain outstanding under the FirstFire Note.
In order to ensure compliance with Nasdaq Listing Rule 5635(d), the Company agreed to seek stockholder approval, on or before October 17, 2027, to issue to FirstFire shares in excess of the Exchange Cap.
The FirstFire SPA contains customary representations, warranties and covenants for a transaction of this type. Additionally, pursuant to the terms of the FirstFire SPA, the Company is subject to a negative covenant prohibiting the Company from effectuating or entering into any agreement involving a Variable Rate Transaction until the later of (i) October 17, 2027, or (ii) such time as the FirstFire Note is extinguished in its entirety.
The transactions that were the subject of the FirstFire SPA closed on April 17, 2026.
FirstFire Note
The FirstFire Note carries a one-time guaranteed interest charge of 10% (equal to $27,500), which was earned in full upon issuance, and matures on April 17, 2027 (the “FirstFire Maturity Date”).
The Company’s obligations under the FirstFire Note are secured by a security interest in the Company’s assets pursuant to the Security Agreement, dated as of April 17, 2026, by and between the registrant, the Guarantors, and FirstFire (the “FirstFire Security Agreement”). The FirstFire Note ranks pari passu with the Company’s existing secured debt held by Leviston and Agile Hudson.
NXXT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-18 | Farkas Michael D |
Gift | 1,000,000 | — | — |
| 2026-06-16 | Farkas Michael D |
Grant/award | 260,000 | $0.39 | $101.4K |
| 2026-04-30 | Farkas Michael D |
Grant/award | 21,739 | $1.83 | $39.8K |
Well-known investors holding NXXT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 6,100,841 | $2.1M | 0.0% | Added 32419% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 384,043 | $134.5K | 0.0% | Reduced 50% |
| Millennium Management (Israel Englander) | 2026-06-30 | 346,725 | $121.4K | 0.0% | New position |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 30,190 | $10.6K | 0.0% | New position |