UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into Material Definitive Agreement
As previously disclosed, on July 3, 2025, NextNRG, Inc. (the “Company”) entered into an ATM Sales Agreement, or the ATM Agreement, with ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents shares of its common stock, $0.0001 par value per share, having an aggregate offering price of up to $75,000,000, subject to the terms and conditions of the ATM Agreement.
On November 14, 2025, the Company and the Agents entered into amendment No. 1 to the ATM Agreement (the “Amendment”) pursuant to which the Company and the Agents agreed to reduce the aggregate allowed offering amount under the ATM Agreement from $75,000,000 to $60,000,000. There were no other changes to the ATM Agreement.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the ATM Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to ATM Sales Agreement, by and among the Company and ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, dated November 14, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NextNRG, Inc. | ||
| Date: November 14, 2025 | By: | /s/ Michael Farkas |
| Name: | Michael Farkas | |
| Title: | Chief Executive Officer | |