UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
SPA
On July 11, 2025, the NextNRG, Inc (the “Company and its Lender (the “Lender”) entered into a Stock Purchase Agreement dated as of such date (the “SPA”) pursuant to which the Company issued 1,081,395 restricted shares if its common stock to the Lender at a price of $2.15 per share, payable by the Lender absolving the Company of its liability of $2,325,000 owed to the Lender under their Agreement dated March 24, 2025 (a copy of which was filed by the Company as Exhibit 10.7 to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025).
The issuance of the common stock was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The issuance did not involve a public offering and was conducted as a private transaction.
The foregoing description of the SPA is subject to and qualified in its entirety by reference to the full text of the SPA, a copy of which is filed herewith as Exhibit 10.1.
Promissory Note, dated July 15, 2025
On July 15, 2025, the Company and a lender entered into a promissory note (the “Note”) for the principal sum of $2,000,000 to be used for the Company’s working capital needs. The principal balance of the Note has a fixed interest rate of 18% per annum, an original issue discount of five percent (5%) and matures on March 11, 2026. Under the Note, the Company is required to make monthly payments of $125,000 commencing with August 15, 2025, provided that as permitted thereunder the Company elected to pay the full $360,000 of such interest in 197,802 restricted shares (or approximately $1.82 per share) of common stock.
The issuance of the common stock was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The issuance did not involve a public offering and was conducted as a private transaction.
The foregoing description of Note is subject to and qualified in its entirety by reference to the full text of the Note, a copy of which is filed herewith as Exhibit 4.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by this Item 2.03, the information contained in Item 1.01 is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Stock Purchase Agreement dated as of July 11, 2025 between NextNRG, Inc. and Lender | |
| 10.2 | Promissory Note dated July 15, 2025 between NextNRG, Inc. and Lender | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NextNRG, Inc. | ||
| Date: July 17, 2025 | By: | /s/ Michael Farkas |
| Name: | Michael Farkas | |
| Title: | Chief Executive Officer | |