NEXTNRG, INC.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
NXXT$2.30-1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024127
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023664
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 380 previous paragraphs and 374 current paragraphs.
341 unchanged; 32 reworded; 1 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 74 previous and 73 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
For the nine months ended September 30, 2025 compared to nine six months ended September 30, 2024
Removed paragraphs (7)
Previous report
For the six months ended June 30, 2025 compared to the six months ended June 30, 2024
Previous report
Prepaids and other
Previous report
Prepaids and other assets increased from $42,509 as of June 30, 2024 to $2,275,237 as of June 30, 2025. The primary driver of this increase was higher prepaid truck insurance costs, as the Company’s fleet expanded from 47 trucks to 146 during the period, resulting in significantly higher insurance premiums financed. These insurance premiums are financed, with the related liability recorded in “Accounts payable and accrued expenses.
Previous report
1.Debt Financing Received
Previous report
The Company secured additional financing at the end of the fiscal year ended December 31, 2024, boosting its cash position. This infusion of funds was a key component in supporting ongoing operational needs and future growth initiatives.
Previous report
2.Timing of Expenses
Previous report
Certain operating expenses were either deferred or settled after year-end, resulting in higher cash on hand as of June 30, 2025. This timing variance can create short-term fluctuations in the Company’s reported cash balances. Overall, the Company’s stronger cash position provides added liquidity to support daily operations, manage working capital requirements, and pursue strategic opportunities. Management continues to monitor cash flows carefully to ensure that the Company maintains sufficient funding for near-term obligations and future expansion.
Reworded paragraphs (32)
Previous wording
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 six months ended June 30, 2025 and the year ended December 31, 2025, we derived all of our revenues from mobile fuel deliveries.
Current wording
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 nine months ended September 30, 2025 and the year ended December 31, 2025, we derived all of our revenues from mobile fuel deliveries.
Previous wording
On February 13, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with ThinkEquity LLC (“Representative”), as representative of the underwriters (“Underwriters”) named on Schedule I thereto, relating to the Company’s firm commitment underwritten public offering (the “Offering”) of common stock. Pursuant to the Underwriting Agreement, the Company agreed to sell 5,000,000 shares of common stock to the Underwriters at the Offering Price, and granted the Representative a 45-day over-allotment option to purchase up to 750,000 additional shares of common stock, equivalent to 15% of the shares of common stock sold in the Offering (the “Option”), pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-261984) (the “Registration Statement”), under the Securities Actof 1933, as amended (the “Securities Act”).
Current wording
On February 13, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with ThinkEquity LLC (“Representative”), as representative of the underwriters (“Underwriters”) named on Schedule I thereto, relating to the Company’s firm commitment underwritten public offering (the “Offering”) of common stock. Pursuant to the Underwriting Agreement, the Company agreed to sell 5,000,000 shares of common stock to the Underwriters at the Offering Price, and granted the Representative a 45-day over-allotment option to purchase up to 750,000 additional shares of common stock, equivalent to 15% of the shares of common stock sold in the Offering (the “Option”), pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-261984) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).
Previous wording
During 2025, as part of the sale and leaseback of 34 vehicles to Equify, Inc., proceeds of $250,000 from the sale were paid to Alcourt as a partial payment towards this note.
Current wording
During 2025, as part of the sale and leaseback of 34 vehicles to Yoshi, Inc., proceeds of $250,000 from the sale were paid to Alcourt as a partial payment towards this note.
Previous wording
For the three months ended June 30, 2025 and 2024, we generated revenues of $19,691,568 and $7,394,778, respectively, and reported a net loss of $36,133,274 and $5,616,385, respectively. For the six months ended June 30, 2025 and 2024, we generated revenues of $35,964,241 and $13,991,897, respectively, and reported a net loss of $45,071,275 and $8,291,637, respectively, and cash flows used in operating activities of $6,336,312 and $8,331,359, respectively. As noted in our unaudited consolidated financial statements, as of June 30, 2025, we had an accumulated deficit of $112,770,877.
Current wording
For the three months ended September 30, 2025 and 2024, we generated revenues of $22,860,041 and $6,985,963, respectively, and reported a net loss of $14,974,993 and $10,618,576, respectively. For the nine months ended September 30, 2025 and 2024, we generated revenues of $58,824,282 and $20,977,860, respectively, and reported a net loss of $60,046,267 and $18,840,928, respectively, and cash flows used in operating activities of $15,168,347 and $8,331,359 , respectively. As noted in our unaudited consolidated financial statements, as of September 30, 2025, we had an accumulated deficit of $127,173,896.
Previous wording
The following table sets forth our results of operations for the three and six months ended June 30, 2025 and 2024:
Current wording
The following table sets forth our results of operations for the three and nine months ended September 30, 2025 and 2024:
Previous wording
We incurred operating expenses of $31,779,768 during the three months ended June 30, 2025, compared to $2,766,945 during the prior year, representing an increase of $29,012,823. This increase was primarily due to a $25.5 million grant of stock-based compensation to employees and consultants during the three months ended June 30, 2025, as well as an increase in other general and administrative expenses.
Current wording
We incurred operating expenses of $10,906,663 during the three months ended September 30, 2025, compared to $3,191,826 during the prior year, representing an increase of $7,714,837. This increase was primarily due to $7.0 million in stock-based compensation expenses from issuances to employees and consultants during the three months ended September 30, 2025 and vesting of options and RSUs, as well as an increase in other general and administrative expenses related to the continued growth of the Company.
Previous wording
The Company’s other expense, net, increased significantly in the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The primary drivers were the increase in interest expense—particularly from default penalty interest and the addition of new notes payable—and the loss on debt extinguishment associated with related-party debt transactions. Below is a detailed breakdown of the major components.
Current wording
The Company’s other expense, net, decreased in the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The primary drivers were a decrease in interest expense, partially offset by an increase in loss on debt extinguishment. Below is a detailed breakdown of the major components.
Previous wording
There was very little change in interest income in the six months ended June 30, 2025, compared to the same period in 2024.
Current wording
There was very little change in interest income in the three months ended September 30, 2025, compared to the same period in 2024.
Previous wording
Other expense, including loss on settlement, increased significantly in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, driven primarily by the loss on settlement for the purchase of trucks from Yoshi, Inc. at a purchase price higher than fair value, and the loss on settlement of accounts payable.
Current wording
Other expense, including loss on settlement, decreased significantly in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, driven primarily by a decrease in interest expense, partially offset by the loss on settlement for the sale of trucks to Equify at less than carrying value.
Previous wording
Our net loss increased significantly in the three months ended June 30, 2025, as a result of the categories discussed above, most materially by a large grant of stock based compensation to employees and consultants for $25.5 million. Overall, the increase in revenues, driven by both volume and pricing, showcased the Company’s successful market expansion and deepening fleet partnerships. While costs naturally rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit. Ongoing cost-optimization initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.
Current wording
Our net loss increased significantly in the three months ended September 30, 2025, as a result of the categories discussed above, most materially by a large grant of stock-based compensation to employees and consultants for $7.0 million. Overall, the increase in revenues, driven by both volume and pricing, showcased the Company’s successful market expansion and deepening fleet partnerships. While costs naturally rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit. Ongoing cost-optimization initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.
Previous wording
Revenues for the six months ended June 30, 2025 increased significantly compared to the six months ended June 30, 2024. This growth was primarily attributable to a rise in gallons delivered as well as an uptick in the average price per gallon. Several factors contributed to this performance:
Current wording
Revenues for the nine months ended September 30, 2025 increased significantly compared to the nine months ended September 30, 2024. This growth was primarily attributable to a rise in gallons delivered as well as an uptick in the average price per gallon. Several factors contributed to this performance:
Previous wording
Cost of sales rose in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, in line with the higher sales volumes and expanded market coverage. Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing, higher-margin sales, and operational efficiencies. Key factors influencing cost of sales included:
Current wording
Cost of sales rose in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, in line with the higher sales volumes and expanded market coverage. Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing, higher-margin sales, and operational efficiencies. Key factors influencing cost of sales included:
Previous wording
Depreciation and amortization expense saw an increase in the six months ended June 30, 2025, compared to the same period in 2024. This increase was primarily driven by added depreciation related to the 99 trucks acquired in late 2024.
Current wording
Depreciation and amortization expense saw an increase in the nine months ended September 30, 2025, compared to the same period in 2024. This increase was primarily driven by added depreciation related to the 99 trucks acquired in late 2024.
Previous wording
We incurred operating expenses of $37,318,273 during the six months ended June 30, 2025, compared to $4,695,900 during the prior year, representing an increase of $32,622,373. This increase was primarily due to stock-based compensation to employees and consultants of $25.5 million during the six months ended June 30, 2025, as well as an increase in other general and administrative expenses.
Current wording
We incurred operating expenses of $48,224,935 during the nine months ended September 30, 2025, compared to $7,887,726 during the prior year, representing an increase of $40,337,209. This increase was primarily due to $31.1 million in stock-based compensation expenses from issuances to employees and consultants during the nine months ended September 30, 2025 and vesting of options and RSUs, as well as an increase in other general and administrative expenses related to the continued growth of the Company.
Previous wording
The Company’s other expense, net, increased significantly in the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The primary drivers were the increase in interest expense—particularly from default penalty interest—and the loss on debt extinguishment associated with related-party debt transactions. Below is a detailed breakdown of the major components.
Current wording
The Company’s other expense, net, increased in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The primary drivers were the increase in interest expense—particularly from default penalty interest and extension fees—and the loss on debt extinguishment associated with related-party debt transactions. Below is a detailed breakdown of the major components.
Previous wording
There was very little change in interest income between the three months ended June 30, 2025 and June 30, 2024.
Current wording
There was very little change in interest income in the nine months ended September 30, 2025, compared to the same period in 2024.
Previous wording
Other expense, including loss on settlement, increased significantly in the three months ended June 30, 2025, compared to the three months ended June 30, 2024, driven primarily by the loss on settlement for the purchase of trucks from Yoshi, Inc. at a purchase price higher than fair value, and the loss on settlement of accounts payable.
Current wording
Other expense, including loss on settlement, increased significantly in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, driven primarily by the loss on settlement for the purchase of trucks from Yoshi, Inc. at a purchase price higher than fair value, the loss on settlement for the sale of trucks to Equify for less than carrying value, and the loss on settlement of accounts payable.
Previous wording
Interest expense surged in 2025, primarily due to:
Current wording
Interest expense increased in 2025, primarily due to:
Previous wording
Our net loss was the result of the categories discussed above, most materially by a large stock based compensation expense during the six months ended June 30, 2025 of $25.5 million. Overall, the increase in revenues, driven by both volume and pricing, showcases the Company’s successful market expansion and deepening fleet partnerships. While costs naturally rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit. Ongoing cost-optimization initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.
Current wording
Our net loss was the result of the categories discussed above, most materially by a large stock-based compensation expense during the nine months ended September 30, 2025 of $31.1 million. Overall, the increase in revenues, driven by both volume and pricing, showcases the Company’s successful market expansion and deepening fleet partnerships. While costs naturally rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit. Ongoing cost-optimization initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.
Previous wording
Adjusted EBITDA is a non-GAAP financial measure which we use in our financial performance analyses. This measure should not be considered a substitute for GAAP-basis measures, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.
Current wording
Adjusted EBITDA and average fuel margin per gallon are non-GAAP financial measures which we use in our financial performance analyses. These measures should not be considered a substitute for GAAP-basis measures, nor should they be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of our financial results. We also believe that the presentation of average fuel margin per gallon, a non-GAAP financial measure calculated by subtracting cost of sales specific to fuel purchases and merchant fees from net sales and dividing it by the number of gallons delivered in the reporting period. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.
Previous wording
The following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:
Current wording
The following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:
Previous wording
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had cash of $ $2,652,838 and $334,067 as of June 30, 2025 and 2024, respectively.
Current wording
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had cash of $653,869 and $911,558 as of September 30, 2025 and 2024, respectively.
Previous wording
Cash and cash equivalents increased year over year. The primary drivers of this increase were:
Current wording
Cash and cash equivalents decreased year over year. The primary drivers of this increase were the Company’s net loss from operations and repayment of outstanding debt positions throughout the period.
Previous wording
Net cash used in operating activities was $6,336,312 for the six months ended June 30, 2025, which was made up primarily by the net loss of $45,071,275 and offset by non-cash adjustments for a net amount of $38,734,963, most notably including an expense of $25.5 million related to stock-based compensation issued to employees and consultants. Net cash used in operating activities was $8,331,359 during the six months ended June 30, 2024, which was made up primarily by the net loss of $8,291,637 and offset by non-cash adjustments for a net amount of $(39,722).
Current wording
Net cash used in operating activities was $14,104,694 for the nine months ended September 30, 2025, which was made up primarily by the net loss of $60,046,267 and offset by non-cash adjustments for a net amount of $45,941,573, most notably including an expense of $32.5 million related to stock issued for services and prepaid stock to employees and consultants. Net cash used in operating activities was $4,178,320 during the nine months ended September 30, 2024, which was made up primarily by the net loss of $18,840,928 and offset by non-cash adjustments for a net amount of $14,662,608.
Previous wording
During the six months ended June 30, 2025 net cash used by investing activities was $531,850. The cash was received as part of the sale of vehicles. Net cash provided by investing activities during the prior year was $2,130,116 resulting from the proceeds as part of the sale of marketable debt securities, net of $19,498 in purchases of equipment.
Current wording
During the nine months ended September 30, 2025 net cash used by investing activities was $3,532,763. This includes cash received as part of the sale of vehicles and the application of a deposit on assets to the purchase of such assets. Net cash provided by investing activities during the prior year was $(55,704) resulting from related party advances and a deposit on future asset purchase.
Previous wording
We generated $6,845,183 of cash flows from financing activities during the six months ended June 30, 2025, including net proceeds from offerings of $13,669,129 after cash paid for offering costs, as well as proceeds from notes of $11,468,849 offset by repayments of $19,549,80. We generated $5,514,049 of cash flows from financing activities during the six months ended June 30, 2024, including $8,575,924 in proceeds from notes payable offset by $3,061,875 in repayments.
Current wording
We generated $19,613,683 of cash flows from financing activities during the nine months ended September 30, 2025, including net proceeds from offerings of $13,815,772 after cash paid for offering costs, as well as proceeds from notes of $18,648,546 offset by repayments of $22,703,992. We generated $4,124,321 of cash flows from financing activities during the nine months ended September 30, 2024, including $3,550,000 in proceeds from notes payable offset by $825,679 in repayments.
Previous wording
The Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund its operations. As a result, the Company has relied on equity and debt financings to fund its activities to date. For the six months ended June 30, 2025, the Company had a net loss of $45,071,275. At June 30, 2025, the Company had an accumulated deficit of $112,770,877. The Company anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future.
Current wording
The Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund its operations. As a result, the Company has relied on equity and debt financings to fund its activities to date. For the nine months ended September 30, 2025, the Company had a net loss of $60,046,267. At September 30, 2025, the Company had an accumulated deficit of $127,173,896. The Company anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future.
Previous wording
As reflected in the accompanying unaudited consolidated financial statements, for the six months ended June 30, 2025, the Company had:
Current wording
As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended September 30, 2025, the Company had:
Previous wording
We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $2,652,838 at June 30, 2025.
Current wording
We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $653,869 at September 30, 2025.
Previous wording
Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single segment. The Company has determined that it operates as one reportable segment, as its CODM reviews the business as a whole rather than by distinct business components.
Current wording
Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single segment. The Company has determined that it operates as two reportable segments, as its CODM reviews the business as a whole rather than by distinct business components.
Previous wording
For the six months ended June 30, 2025 and 2024, the Company did not record any impairment losses.
Current wording
For the nine months ended September 30, 2025 and 2024, the Company did not record any impairment losses.
Previous wording
For certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount, reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the unaudited onsolidated statements of operations.
Current wording
For certain notes issued, the Company may provide the debt holder with an OID, which is recorded as a debt discount, reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the unaudited consolidated statements of operations.