Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-029301

Filed: 2026-06-18

Period: 2026-06-16

CIK: 0001817004

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001817004

2026-06-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C., 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 16, 2026

NEXTNRG,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40809

83-4260623

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

407

Lincoln Rd. #9F, Miami Beach, Florida 33139

(Address

of principal executive offices, including Zip Code)

(305)

791-1169

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001

par value per share

NXXT

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

June 16, 2026, NextNRG, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Michael

D. Farkas, the Company’s Chief Executive Officer and Executive Chairman and a significant stockholder of the Company. Pursuant

to the terms of the SPA, the Company issued 260,000 shares of common stock to Mr. Farkas at a price per share of $0.386, for an aggregate

purchase price of $100,360 (the “Purchase Price”). In lieu of delivering the Purchase Price, Mr. Farkas absolved the Company

of liabilities totaling $100,360 owed to Mr. Farkas pursuant

to that certain promissory note, dated March 7, 2024, issued by the Company in favor of Mr. Farkas (the “2024 Note”).

Item

1.02. Termination of a Material Definitive Agreement.

June 16, 2026, the Company and Mr. Farkas agreed to terminate the 2024 Note upon the issuance, on June 16, 2026, of 260,000 shares of

the Company’s common stock pursuant to the SPA.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Stock Purchase Agreement, dated June 16, 2026, between the registrant and Michael D. Farkas..

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: June 18, 2026

By:

/s/ Michael

Farkas

Name:

Michael Farkas

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

Stock

Purchase Agreement

Dated

as of June 16, 2026

This

Stock Purchase Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of

the date first set forth above (the “Closing Date”) by and between (i) NextNRG, Inc., a Delaware corporation (the “Company”)

and (ii) Michael D. Farkas an individual (“Buyer”). Each of the Company and Buyer may be referred to herein collectively

as the “Parties” and separately as a “Party.”

WHEREAS,

subject to the terms and conditions set forth in this Agreement the Company desires to issue and sell to the Buyer, and the Buyer desires

to purchase from the Company, the shares of Common Stock, par value $0.0001 per share, of the Company as more fully described in this

Agreement, in reliance upon the exemption from registration provided by the Securities Act of 1933, as amended, and the rules and regulations

promulgated thereunder (the “Securities Act”);

NOW

THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual

benefits to the Parties to be derived herefrom, and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article

I. Definitions and Interpretation

Section

1.01 Definitions. In addition to the other terms defined herein, the following terms, as used herein, have the

following meanings

(a)

“Action”

means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or

otherwise.

(b)

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with

such Person.

(c)

“Authority”

means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator,

or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.

(d)

“Common

Stock” means the restricted common stock, par value $0.0001 per share, of the Company.

(e)

“Control”

of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling”

and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled

Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant

in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, securities

entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled

Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person;

(b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having

no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling,

aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person

or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

(f)

“Enforceability

Exceptions” means (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar

Laws of general application affecting enforcement of creditors’ rights generally and (b) general principles of equity.

(g)

“Law”

means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.

(h)

“Lien”

means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional

sale or voting agreement or proxy, including any agreement to give any of the foregoing.

(i)

“Person”

means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),

limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political

subdivision thereof, or an agency or instrumentality thereof.

(j)

“Tax(es)”

means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature

imposed by the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax

or the administration of any Law relating to any Tax (including any income (net or gross), gross receipts, profits, windfall profit,

sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment

compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording,

minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under

Section 6901 of the Internal Revenue Code of 1986, as amended, or similar provision of applicable Law) or successor, as a result

of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification

or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

Section

1.02 Interpretive Provisions. Unless the express context otherwise requires (i) the words “hereof,”

“herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this

Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a

comparable meaning when used in the plural, and vice versa; (iii) the terms “Dollars” and “$” mean United

States Dollars; (iv) references herein to a specific Section, Subsection, Recital, or Exhibit shall refer, respectively, to

Sections, Subsections, Recitals or Exhibits of this Agreement; (v) wherever the word “include,” “includes,”

or “including” is used in this Agreement, it shall be deemed to be followed by the words “without

limitation”; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall

include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however,

that nothing contained herein is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii)

references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix)

references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented

or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the

word “from” means “from and including” and the words “to” and “until” each means

“to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified,

codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to

any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article

II. Purchase of Shares

Section

2.01 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell,

and the Buyer agrees to purchase 260,000 Shares for a purchase price per Share equal to $0.386 (the “Purchase Price”). The

Company shall deliver to the Buyer its Shares and the Closing shall occur electronically or in such other manner as the parties shall

mutually agree. The Parties agree that the Purchase Price shall be equal or above the consolidated closing bid price as reported by the

Nasdaq on June 15, 2026, if the price above does not reflect that, the Purchase Price will be adjusted accordingly.

The

parties hereby agree that in lieu of paying in cash for the Purchase Price, the Buyer will be absolving NextNRG, Inc. (“NextNRG”)

of liabilities totalling $100,360 which is owed the pursuant to a note dated March 7th, 2024 (the “Note”) and

the absolving of the Note will be of economic benefit to the Company and its subsidiary.

The

Buyer covenants and agrees that the Note is fully waived and will not be owed to the Buyer following the Closing.

Article

III. Representations and Warranties of the

Buyer

an inducement to, and to obtain the reliance of the Company, Buyer represents and warrants to the Company as of the Closing Date as follows:

Section

3.01 Due Authorization. Buyer has full power, authority, and legal right and has taken all action required by Law or otherwise

to consummate the transactions herein contemplated.

Section

3.02 Valid Obligation. This Agreement and all agreements and other documents executed by Buyer in connection herewith

constitute the valid and binding obligations of Buyer, enforceable in accordance with its or their terms, except as may be limited

by the Enforceability Exceptions

Section

3.03 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by Buyer requires

any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section

3.04 Broker’s, Finder’s or Similar Fees. There are no brokerage commissions, finder’s fees or

similar fees or commissions payable by Buyer in connection with the transactions contemplated hereby based on any agreement,

arrangement or understanding with Buyer or any action taken by Buyer.

Section

3.05 Investment Representations.

(a) Investment

Purpose. Buyer understands and agrees that the consummation of this Agreement including

the delivery of the Shares to Buyer, as contemplated hereby constitutes the offer and sale

of securities under the Securities Act and applicable state statutes and that the Shares

are being acquired for Buyer’s own account and not with a present view towards the

public sale or distribution thereof, except pursuant to sales registered or exempted from

registration under the Securities Act.

(b) Investor

Status. Buyer is an “accredited investor” as that term is defined in Rule

501(a) of Regulation D (an “Accredited Investor”) promulgated under the Securities

Act. Buyer has been furnished with all documents and materials relating to the business,

finances and operations of the Company and its subsidiaries and information that Buyer requested

and deemed material to making an informed decision regarding this Agreement and the underlying

transactions.

on Exemptions. Buyer understands that the Shares are being offered and sold to the Buyer

in reliance upon specific exemptions from the registration requirements of United States

federal and state securities Laws and that the Company is relying upon the truth and accuracy

of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments

and understandings of the Buyer set forth herein in order to determine the availability of

such exemptions and the eligibility of the Buyer to acquire the Shares.

(d) Information.

Buyer and Buyer’s advisors, if any, have been furnished with all materials relating

to the business, finances and operations of the Company and materials relating to the offer

and sale of the Shares which have been requested by Buyer or its advisors. Buyer and Buyer’s

advisors, if any, have been afforded the opportunity to ask questions of the Company. Buyer

has received and reviewed the filings and reports made or filed by the Company with the Securities

and Exchange Commission, including, without limitation, the risk factors as set forth therein.

Buyer understands that Buyer’s investment in the Shares involves a significant degree

of risk. The Buyer represents and warrants that the Buyer (i) can bear the economic risk

of the Buyer’s respective investments, and (ii) possesses such knowledge and experience

in financial and business matters that the Buyer is capable of evaluating the merits and

risks of the investment in the Company and the Shares. The Buyer acknowledges that Buyer

has carefully reviewed such information as the Buyer has deemed necessary to evaluate an

investment in the Company and the Shares.

(e) Governmental

Review. Buyer understands that no United States federal or state agency or any other

government or governmental agency has passed upon or made any recommendation or endorsement

of the Shares. The Buyer further acknowledges that neither the Securities and Exchange Commission

nor the securities regulatory body of any other jurisdiction, has received, considered or

passed upon the accuracy or adequacy of the information and representations made in this

Agreement.

(f) Transfer

or Resale. Buyer understands that (i) the sale or re-sale of the Shares has not been

and is not being registered under the Securities Act or any applicable state securities Laws,

and the Shares may not be transferred unless (a) the Shares are sold pursuant to an effective

registration statement under the Securities Act, (b) Buyer shall have delivered to the Company,

at the cost of Buyer, an opinion of counsel that shall be in form, substance and scope customary

for opinions of counsel in comparable transactions to the effect that the Shares to be sold

or transferred may be sold or transferred pursuant to an exemption from such registration,

which opinion shall be accepted by the Company, (c) the Shares are sold or transferred to

an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or

a successor rule) (“Rule 144”)) of Buyer who agree to sell or otherwise transfer

the Shares only in accordance with this Section 3.06 and who is an Accredited Investor, (d)

the Shares are sold pursuant to Rule 144, or (e) the Shares are sold pursuant to Regulation

S under the Securities Act (or a successor rule) (“Regulation S”), and Buyer

shall have delivered to the Company, at the cost of Buyer, an opinion of counsel that shall

be in form, substance and scope customary for opinions of counsel in corporate transactions,

which opinion shall be accepted by the Company; (ii) any sale of such Shares made in reliance

on Rule 144 may be made only in accordance with the terms of said Rule and further, if said

Rule is not applicable, any re-sale of such Shares under circumstances in which the seller

(or the person through whom the sale is made) may be deemed to be an underwriter (as that

term is defined in the Securities Act) may require compliance with some other exemption under

the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither

the Company nor any other person is under any obligation to register such Shares under the

Securities Act or any state securities Laws or to comply with the terms and conditions of

any exemption thereunder (in each case).

(g) Legends.

Buyer understands that the Shares, until such time as the Shares have been registered under

the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction

as to the number of securities as of a particular date that can then be immediately sold,

the Shares may bear a standard Rule 144 legend and a stop-transfer order may be placed against

transfer of the certificates for such Shares, and that any certificate representing the Shares

shall be endorsed with the following legends, in addition to any other legend required to

be placed thereon by applicable federal or state securities Laws:

“THE

SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TOGETHER WITH THE RULES AND

REGULATIONS THEREUNDER, THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

(h) Removal.

The legend(s) referenced in Section 3.06(g) shall be removed and the Company shall issue

a certificate without such legend to the holder of any Shares upon which it is stamped, if,

unless otherwise required by applicable state securities Laws, (a) the Shares are registered

for sale under an effective registration statement filed under the Securities Act or otherwise

may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number

of securities as of a particular date that can then be immediately sold, or (b) such holder

provides the Company with an opinion of counsel, in form, substance and scope customary for

opinions of counsel in comparable transactions, to the effect that a public sale or transfer

of such Shares may be made without registration under the Securities Act, which opinion shall

be accepted by the Company so that the sale or transfer is effected. Buyer agrees to sell

all Shares, including those represented by a certificate(s) from which the legend has been

removed, only in compliance with applicable prospectus delivery requirements, if any.

Section

3.06 Full Disclosure. No representation or warranty by Buyer in this Agreement or any certificate or other document

furnished or to be furnished to the Company pursuant to this Agreement contains any untrue statement of a material fact, or omits to

state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not

misleading.

Section

3.08 Trading Volume. In the event that under applicable securities laws, Buyer may sell the Shares than it may sell the

Shares, provided that it does not sell more than 10% of the average daily volume of the Shares in any given trading day, as reported

by Nasdaq Stock Market.

Article

IV. Representations and Warranties of the

Company

an inducement to, and to obtain the reliance of the Buyer, the Company represents and warrants to the Buyer as of the Closing Date as

follows:

Section

4.01 Organization. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of

the State of Delaware and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders

of public authorities to carry on its business in all material respects as it is now being conducted.

Section

4.02 No Conflict; Due Authorization. The execution and delivery of this Agreement does not, and the consummation of the transactions

contemplated hereby will not, violate any provision of the Certificate of Incorporation and Bylaws of the Company as in effect on the

Closing Date (the “Company Organizational Documents”). The Company has taken all action required by Law, the Company Organizational

Documents, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal

right and has taken all action required by Law, the Company Organizational Documents or otherwise to consummate the transactions herein

contemplated.

Section

4.03 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute

the valid and binding obligation of the Company, enforceable in accordance with its or their terms, except as may be limited by the Enforceability

Exceptions.

Section

4.04 Governmental Authorization. Neither the execution and delivery nor performance of this Agreement by any the Company

Party requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any

Authority.

Section

4.05 Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this

Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

Section

4.06 Broker’s, Finder’s or Similar Fees. There are no brokerage commissions, finder’s fees or

similar fees or commissions payable by the Company in connection with the transactions contemplated hereby based on any agreement,

arrangement or understanding with the Company or any action taken by the Company.

Article

V. Miscellaneous

Section

5.01 Notices.

(a) Any

notice or other communications required or permitted hereunder shall be in writing and shall

be sufficiently given if personally delivered to it or sent by email, overnight courier or

registered mail or certified mail, postage prepaid, addressed as follows:

to Buyer, to:

Michael

D. Farkas

___________________________

to the Company, to:

NextNRG

Inc.

Attn:

Joel Kleiner, CFO

407

Lincoln Road, Suite 9F

Miami

Beach, FL 33139

Email:

(b) Any

Party may change its address for notices hereunder upon notice to each other Party in the

manner for giving notices hereunder.

notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered,

(ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted

by email with return receipt requested and received and (iv) three (3) days after mailing,

if sent by registered or certified mail.

Section

5.02 Governing Law; Jurisdiction.

(a) This

Agreement, and any and all claims, proceedings or causes of action relating to this Agreement

or arising from this Agreement or the transactions contemplated herein, including, without

limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,

governed and enforced under and solely in accordance with the substantive and procedural

Laws of the State of Florida, in each case as in effect from time to time and as the same

may be amended from time to time, and as applied to agreements performed wholly within the

State of Florida.

(b) Each

of the Parties irrevocably consents and agrees that any legal or equitable action or proceedings

arising under or in connection with this Agreement shall be brought exclusively in the state

or federal courts of the United States with jurisdiction in Miami-Dade County, Florida (the

“Selected Courts”). By execution and delivery of this Agreement, each Party hereby

(a) submits to the exclusive jurisdiction of any Selected Court for the purpose of any Action

arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably

waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action,

any claim that it is not subject personally to the jurisdiction of the Selected Courts, that

its property is exempt or immune from attachment or execution, that the Action is brought

in an inconvenient forum, that the venue of the Action is improper, or that this Agreement

or the transactions contemplated hereby may not be enforced in or by any Selected Court.

Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced

in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each

Party irrevocably consents to the service of the summons and complaint and any other process

in any other Action relating to the transactions contemplated by this Agreement, on behalf

of itself, or its property, by personal delivery of copies of such process to such Party

at the applicable address set forth in Section 5.01, provided that nothing in this Section

5.02(b) shall affect the right of any Party to serve legal process in any other manner permitted

by Law.

Section

5.03 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT

MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN

THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN

THIS Section 5.03. Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by

independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of

this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this

waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver

with legal counsel.

Section

5.04 Limitation on Damages. In no event will any Party be liable to any other Party

under or in connection with this Agreement or in connection with the transactions contemplated herein for special, general, indirect

or consequential damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has

been advised of the possibility of such damage.

Section

5.05 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement

or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all

costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered

therein.

Section

5.06 Third Party Beneficiaries. This contract is strictly between the Parties, and except as specifically provided

herein, no other Person and no director, officer, shareholder, employee, agent, independent contractor or any other Person shall be deemed

to be a third-party beneficiary of this Agreement.

Section

5.07 Entire Agreement. This Agreement, the other Transaction Documents and the other agreements and documents references

herein represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements,

understandings and negotiations, written or oral, with respect to such subject matter.

Section

5.08 Amendment; Waiver; Remedies.

(a) This

Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms,

covenants, representations, warranties or conditions hereof may be waived, only by a written

instrument executed by both Parties.

(b) Every

right and remedy provided herein shall be cumulative with every other right and remedy, whether

conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no

waiver by any Party of the performance of any obligation by the other shall be construed

as a waiver of the same or any other default then, theretofore, or thereafter occurring or

existing.

any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction

of any condition herein nor any course of dealing shall constitute a waiver of or prevent

any Party from enforcing any right or remedy or from requiring satisfaction of any condition.

No notice to or demand on a Party waives or otherwise affects any obligation of that Party

or impairs any right of the Party giving such notice or making such demand, including any

right to take any action without notice or demand not otherwise required by this Agreement.

No exercise of any right or remedy with respect to a breach of this Agreement shall preclude

exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with

respect to such breach, or subsequent exercise of any right or remedy with respect to any

other breach.

Section

5.09 No Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties

and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or

in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to

pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any

breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations

hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions

herein shall be null and void and of no force or effect.

Section

5.10 Further Assurances. From and after the Closing Date, each Party shall execute and deliver such documents and take

such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate

the transactions contemplated herein.

Section

5.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original

and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including

pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method

and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signatures

Appear on Following Pages]

WITNESS WHEREOF, the Parties have executed this Agreement as of the Closing Date.

NextNRG

Inc.

By:

/s/

Joel Kleiner

Name:

Joel

Kleiner

Title:

Chief

Financial Officer

Michael

D. Farkas

By:

/s/

Michael D. Farkas

Name:

Michael

D. Farkas

Title:

CEO

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 16, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 16, 2026

Entity File Number

001-40809

Entity Registrant Name

NEXTNRG,

INC.

Entity Central Index Key

0001817004

Entity Tax Identification Number

83-4260623

Entity Incorporation, State or Country Code

Entity Address, Address Line One

407

Lincoln Rd. #9F

Entity Address, City or Town

Miami Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

33139

City Area Code

(305)

Local Phone Number

791-1169

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001

par value per share

Trading Symbol

NXXT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration