Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-046023

Filed: 2026-10-06

Period: 2026-09-30

CIK: 0001817004

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

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001817004

2026-09-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT PURSUANT

SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of report (Date of earliest event reported): September 30, 2026

NextNRG,

Inc.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

(State

or Other Jurisdiction of Incorporation)

001-40809

83-4260623

(Commission

File

Number)

(IRS

Employer

Identification

No.)

407

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

of Principal Executive Offices)

(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 (see General Instruction A.2. below):

☐

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 240.13e-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

NXXT

The

Nasdaq Stock Market LLC

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.

previously reported in the Current Report on Form 8-K filed by NextNRG, Inc. (the “Company”) with the Securities and Exchange

Commission on August 17, 2026 (the “Original 8-K”), on August 13, 2026, the Company entered into that certain Securities

Purchase Agreement (the “Original Purchase Agreement”) with an institutional investor (the “Buyer”) pursuant

to which the Company agreed to issue and sell to the Buyer up to 3,000,000 shares of the Company’s Series C Convertible Non-Voting

Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), for an aggregate purchase price of $27.2 million.

The shares of Series C Preferred Stock are convertible into shares of the Company’s common stock (the “Conversion Shares”),

par value $0.0001 per share (the “Common Stock”), pursuant to the terms of the Certificate of Designation of Preferences,

Rights and Limitations of the Series C Preferred Stock (the “Delaware Certificate of Designation”). Also on August 13, 2026,

at the initial closing under the Purchase Agreement (the “Initial Closing”), the Company issued and sold to the Buyer 1,000,000

shares of Series C Preferred Stock (the “Initial Shares”) for an aggregate purchase price of $9.2 million.

September 30, 2026, in connection with the Company’s anticipated redomestication (the “Redomestication”) from a Delaware

corporation to a Nevada corporation, the Company and the Buyer entered into an Amendment to Securities Purchase Agreement (the “Amendment”,

and together with the Original Purchase Agreement, the “Purchase Agreement”), to amend the Original Purchase Agreement and

make certain changes to the Delaware Certificate of Designation to, among other things, reflect the Certificate of Designation of Preferences,

Rights and Limitations of the Series C Preferred Stock to be filed in Nevada and make certain other changes as described below (as so

revised, the “Certificate of Designation”). Pursuant to the Amendment, the conditions to the Company’s right to initiate

an Additional Mandatory Closing (as defined in the Purchase Agreement) were amended to, among other things, require that (i) the daily

VWAP (as defined in the Purchase Agreement) of the Common Stock must exceed both 200% of the Floor Price (as defined in the Certificate

of Designation) and the highest Conversion Price (as defined in the Certificate of Designation) then in effect for any outstanding shares

of Series C Preferred Stock, and (ii) no Mandatory Redemption Event or Trigger Event (each as defined in the Certificate of Designation)

has occurred and is continuing.

addition, the Company agreed, pursuant to the Amendment, to obtain stockholder approval for the issuance of all Conversion Shares issuable

upon conversion or otherwise pursuant to the terms of the shares of Series C Preferred Stock issuable pursuant to the Securities Purchase

Agreement.. The Amendment also amended applicable provisions of the Transaction Documents (as defined in the Purchase Agreement) to apply

Nevada law upon the Redomestication and adjusted certain dollar amounts to account for the Company’s 1-for-10 reverse stock split

that became effective on September 14, 2026 (the “2026 Reverse Split”).

connection with the Amendment and the Redomestication, the Company agreed to file the Certificate of Designation with the Secretary of

State of the State of Nevada no later than October 7, 2026. Pursuant to the Amendment, in addition to making conforming changes for the

Redomestication and the 2026 Reverse Split, the Certificate of Designation, among other things, will remove any optional redemption by

a holder of Series C Preferred Stock, amend the list of events that qualify as a Mandatory Redemption Event and adds Trigger Events,

the occurrence of which automatically increases the stated value of each outstanding share of Series C Preferred Stock by 25%, with further

10% increases every 30 days while any such Trigger Event continues. The Certificate of Designation will also provide that, upon the two

year anniversary of each share of Series C Preferred Stock, the stated value of such share will increase by 10%, and will subsequently

increase by an additional 10% each successive one month after such two-year anniversary. Dividends on the Series C Preferred Stock are

now payable, at the Company’s option in shares of Common Stock, in cash or by increasing pro rata the stated value of the holder’s

shares of Series C Preferred Stock, however, the Company may not issue shares of Common Stock in payment of dividends if there is an

Equity Condition Failure (as defined in the Purchase Agreement).

Except

as expressly modified by the Amendment, the terms of the Purchase Agreement remain in full force and effect.

The

foregoing descriptions of the Amendment and the Certificate of Designation do not purport to be complete and are qualified in their entirety

by reference to the full texts of the Amendment and the Certificate of Designation, copies of which will be filed as Exhibits 10.2 and

3.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item

3.03. Material Modification of Rights to Security Holders.

The

disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item

8.01. Other Events.

previously disclosed, on September 18, 2026, the Company received a determination letter from the Listing Qualifications Staff (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) to delist the Company’s securities from Nasdaq. The Company timely requested

a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s determination, and the Panel has scheduled

the hearing for October 22, 2026. The Company’s request for a hearing stays any suspension or delisting action pending the Panel’s

final written decision. There can be no assurance that the Panel will grant the Company’s request for continued listing.

Item

9.01 Financial Statement and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1*

Form

of Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Non-Voting Preferred Stock

10.1

Form of Securities Purchase Agreement, dated as of August 13, 2026, by and between NextNRG, Inc. and the Buyer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 17, 2026).

10.2*

Form

of Amendment to Securities Purchase Agreement, dated as of September 30, 2026, by and between NextNRG, Inc. and the Buyer.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

To be filed by Amendment

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date:

October 6, 2026

NEXTNRG,

INC.

/s/

Michael D. Farkas

Michael

D. Farkas

Chief

Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.3

Cover

Sep. 30, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 30, 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

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