NEXTNRG, INC.

Overview

NextNRG: Powering What’s Next

NextNRG is Powering What’s Next by implementing artificial intelligence (AI) and machine learning (ML) into renewable energy, next-generation energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand mobile fuel delivery to create an integrated ecosystem.

At the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’ energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management alongside solar power and battery storage to enhance energy efficiency, reduce costs and improve grid resiliency. These microgrids are designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities and government properties, expanding energy accessibility.

NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint. NextNRG is also integrating sustainable energy solutions into its mobile fueling operations. The company hopes to be an integral part of assisting its fleet customers in their transition to EV, supporting more efficient fuel delivery while advancing clean energy adoption. The transition process is expected to include the deployment of NextNRG’s innovative wireless EV charging solutions.

What is a microgrid?

In simple terms, a microgrid is a small-scale power grid that can operate independently or collaboratively with other power grids. NextNRG’s technology is designed to mitigate risk of utilizing renewable energy, while maximizing energy output efficiencies. NextNRG believes that its smart microgrid technology will serve as an effective platform for integrating distributed energy resources (“DERs”) and achieving optimal performance in reduced costs and emissions while bolstering the resilience of a city, a building, or rural communities’ electrification systems. Additionally, they achieve cost savings through peak shaving and selling excess power to off-takers.

The microgrid, solar, and EV Charging markets in the U.S. have been growing steadily with the presence of key players engaged in research and development to increase efficiency and decrease the cost of the components. NextNRG believes the confluence of multiple clean energy trends creates a significant market opportunity. According to the U.S. Energy Information Administration (“EIA”), the U.S. spends $400 billion on electricity each year, of which $200 billion is spent on Commercial & Industrial properties. It is expected that an additional $98 billion of investment will be required to meet the country’s 2030 sustainability goals. Renewable energy microgrids have proven an effective tool to help customers, expand electrical grid capabilities, gain access to electricity where it is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs. Additionally, renewable energy microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence on foreign oil supply. Finally, we believe it is necessary to rapidly increase the scale and scope of renewable generation assets in the U.S. in order to meet the various targets and commitments set by corporations and governments.

Utility Scale Smart Microgrid:

Additionally, NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors through SaaS agreements. Next believes these customers will benefit from the Smart Microgrid technologies’ ability to:

NextNRG Smart Microgrid:

NextNRG believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its smart microgrid technology (“NextNRG Smart Microgrids”), on commercial properties, schools, hospitals, nursing homes, parking garages, large rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties. The NextNRG Smart Microgrids will help customers gain access to electricity where not otherwise available, reduce electricity bills, progress towards decarbonization targets and support resource management needs throughout their asset lifecycles. NextNRG Smart Microgrid’s revenue generation will primarily come from power purchase agreements (PPAs) with the diverse range of aforementioned off-takers.

Wireless EV Charging:

Finally, in appropriate client locations, NextNRG anticipates deploying its wireless EV charging technology, once that product is ready for deployment. NextNRG believes that its wireless charging technology solves problems such as:

NextNRG’s prospective solutions are supported by seven patented technologies developed by Florida International University, exclusive licenses to which NextNRG acquired through the purchase of Stat-EI Inc. These technologies were tested on the largest smart grid dataset in the world. The patents target the support of two different renewable energy industry sectors - smart microgrids/Virtual power plants (“VPP”), and wireless power transfer (“WPT”) technology, created to wirelessly charge EVs. The licenses purchased from SEI are exclusive and worldwide.

In an era where the demand for reliable, sustainable energy is rapidly growing, traditional power grids face challenges that necessitate innovative solutions. AI/ML based smart Microgrids, which operate as smaller versions of the main power grid, provide a resilient and flexible approach to energy management and distribution. With the proper technology, microgrids can operate autonomously during grid failures and seamlessly integrate renewable energy sources, making them indispensable in today’s energy landscape. We believe that NextNRG is at the forefront of this revolution, offering cutting-edge AI/ML based smart microgrid technology that enhances grid resiliency, optimizes energy use, and reduces costs. These systems are designed to meet the challenges of fluctuating energy demands and supply, ensuring consistent and efficient power delivery across various sectors.

The Core Components of NextNRG’s technology:

The main drivers of the renewable energy industry can be summarized in the following points:

Next Owned Smart Microgrid:

NextNRG believes that through strategic deployments it should be able to build and operate solar energy systems coupled with its AI/ML based smart microgrid technology (“NextNRG Smart Microgrids”), on commercial properties, schools, hospitals, nursing homes, parking garages, large rural tracts of land, recreational facilities, tribal land, and federal, state, county, and municipal properties. The NextNRG Smart Microgrids will help customers gain access to electricity where not otherwise available, reduce electricity bills, progress towards decarbonization targets and support resource management needs throughout their asset lifecycles. NextNRG expects its primary product offering will be entering into leases or easements with building or landowners and power purchase agreements to sell the power generated by the solar energy system to those landowners, or various commercial, utility, municipal and community solar off-takers. Additionally, NextNRG plans to offer its proprietary AI/ML powered smart microgrid technology to utilities and other energy producers/distributors through SaaS agreements.

The primary challenge that the renewable sources market faces is the uncertainty around energy generation. This problem leads to system supply/demand imbalances that can interrupt power and increase costs. NextNRG’s Artificial Intelligence/Machine Learning (“AI/ML”) based patented technologies can:

The second challenge is the cost of building renewable energy microgrids. To address this challenge, NextNRG hopes to capitalize on government incentives currently available for the deployment of renewable energy solutions. NextNRG believes its offerings will provide multiple advantages to future customers relative to the status quo, such as:

NextNRG is the owner of exclusive licenses to four patented technologies which cover the development and commercialization of AI/ML based smart microgrids and virtual power plants (“VPP”). The algorithms used to secure the patents were developed with the support and research of Federal agencies and have been tested and proven on the infrastructure of the largest renewable energy company in the world. Certain of the above technologies are currently deployed by a large utility for approximately six million of its customers. The combined technologies are referred to as the NextNRG Smart Microgrid and potential products based on these technologies are explained in more detail below.

Smart Microgrid Controller (U.S. Patent No. 10326280)

The RenCast Predictor (U.S. Patent No. 11022720)

The Battery State of Charge (“SOC”) System (U.S. Patent No. 10969436)

Battery storage is vital. It supports integrating and expanding renewable energy sources, such as solar power, while reducing reliance on fossil fuels. Storing excess energy generated during periods of high renewable generation (sunny or windy) helps mitigate the reliability issues associated with renewable power sources. This equipment can dramatically improve electrification in rural areas, on tribal lands, and in low-income communities in-need of clean, reliable power. Battery energy storage systems provide a versatile and scalable solution for energy storage and power management, load management, backup power, and improved power quality.

The Portable Emergency AC Energy (“PEACE”) Controller (U.S. Patent No. 10958211)

The RenCast Predictor, the Smart Microgrid Controller, Battery SOC, and PEACE Controller can be combined to turn a renewable energy microgrid into a “smart” system that uses AI/ML to increase the system’s efficiencies by up to 10%. Next’s smart microgrid solution aggregates accurate estimates of future energy generation and SOC and programs the Smart Microgrid Controller to optimize the energy use based on the customer’s needs.

HOPES Controller (“VPP”)

The HOPES Controller will be able to:

The NextNRG Smart Microgrid is designed to maintain grid stability and enhance operational efficiency through advanced monitoring and control systems. By integrating grid forming inverters and multi-level controllers, the microgrid dynamically adjusts to fluctuations in energy demand and supply. These components work together to ensure a consistent and reliable power supply, reducing the risk of outages and improving overall energy efficiency. The system’s real-time monitoring capabilities provide utility operators with valuable insights into grid performance, enabling informed decision-making and proactive management.

The two deployments of the NextNRG Smart Microgrid are expected to be in California at two healthcare facilities.

NextNRG currently is working on a deployment on tribal land in the State of Louisiana. NextNRG is targeting tribal land is because nearly 17,000 tribal homes are without electricity and tribal communities experience 6.5x more power outages than national average.

NextNRG has approximately $750 Million in planned smart microgrid deployments. All of these projects are in different phases of the project timeline. The projects vary from municipal property to Tribal land, to commercial facilities (healthcare, office space, multifamily, and amusement parks).

NextNRG believes that utility companies; microgrid companies; and renewable energy generation companies will all be able to capitalize on the advantages of the NextNRG smart microgrid technology and therefore NextNRG plans to offer its technology to these companies under a SaaS model.

At each location where the NextNRG Smart Microgrid will be deployed, NextNRG plans to evaluate the possibility of deploying NextNRG’s wireless EV charging solutions. These solutions are explained in more detail below.

Wireless EV charging uses resonant electromagnetic induction to transmit a current, this process is also known as “inductive charging” or “wireless power transfer” (“WPT”). Wireless charging utilizes a charging pad installed in the ground and a similar pad installed on the bottom of a car, when the pads align, charging automatically begins.

Wireless EV charging offers several benefits:

Wireless Charging Parking Bumper (U.S. Patent No. 10836269B2)

NextNRG’s primary patent covers an EV charging station, designed as a bumper which ensures proper alignment between the vehicle’s battery charger and the charger pad in the charging station.

NextNRG believes its parking bumper patent is the key to commercializing wireless EV charging, the automated verification and payment system is expected to be the most seamless way to start a charge.

NextNRG also holds the exclusive license for three patents in the WPT space - two for the static transfer of energy and one for the dynamic transfer of energy. The licensed WPT solutions are based on a unique analog architecture. The static solution also provides a bi-direction (grid to vehicle and vehicle to grid) power transfer which allows a charged EV to serve as a reserve generator for the home in case of power failure.

Bidirectional Wireless Power Transfer (U.S. Patent No. 10637294B2)

This patent describes a system capable of wirelessly transferring power in both directions. This technology is designed for efficient and safe power exchange, which could be particularly useful in scenarios where power needs to be sent back to the grid during peak demand, and/or power outages.

Advancements in Inductive Power Transfer (U.S. Patent No. 9919610B1)

This patent focuses on enhancing the capabilities of wireless power transfer systems. The improvements include increasing the efficiency of power transfer, extending the longevity of the system and broadening its applicability across various contexts.

Wireless EV Charging Station for Static and Dynamic Charging (U.S. Patent No. 9731614B1)

This patent details a wireless charging station specifically designed for EVs. It has the capability to charge EVs both when they are stationary (static) and while they are in motion (dynamic). The dynamic charging allows for continuous charging, potentially revolutionizing the way EVs maintain battery levels.

To date, NextNRG’s static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a laboratory environment at FIU, with plans to expand the output capacity to 1 mwh and above. NextNRG expects for this static WPT solution to automate EV charging such that drivers do not need to do anything to charge. There are no cables inside or outside of the car. NextNRG’s static and dynamic solutions are not expected to be affected by rain, snow, ice, dust, or dirt. They will be a clean and safe way to charge EVs.

NextNRG expect that its static WPT systems will be bidirectional, this means that they will support connecting grid-to-vehicle (“G2V”) and vehicle-to-grid (“V2G”). NextNRG is unaware of any other WPT system which has V2G capabilities. For homeowners who want to deploy solar and microgrid solutions at their home, with our WPT system we expect for those homeowners to be able to utilize their car as a battery storage system. Additionally, in emergency outage situations homeowners with our WPT system will be able to maintain power by using our V2G capabilities.

Additionally, through an integration with our Smart Microgrid deployments, NextNRG plans for its WPT systems to be able to integrate with the grid to help create a resilient network to handle disaster conditions. For example, during a hurricane in areas with power outages, EVs with V2G capability would be able to power hospitals, homes, and other critical infrastructure to create a reliable, longer lasting energy source.

NextNRG expects for its dynamic WPT solution to be implemented on highways and public roads so it can provide essentially unlimited range for EVs without plugging-in or stopping for recharging. These solutions will revolutionize the future of transportation systems. NextNRG is working with FIU to deploy the dynamic WPT solution as a pilot for use on their campus and demonstrate its capabilities.

The microgrid, solar, and EV Charging markets in the U.S. have been growing steadily with the presence of key players engaged in research and development to increase efficiency and decrease the cost of the components. NextNRG believes the confluence of multiple clean energy trends creates a significant market opportunity. Renewable energy microgrids have proven an effective tool to help customers, expand electrical grid capabilities, gain access to electricity where it is not easily accessible, respond to, and prepare for, natural disasters, and bring down electricity costs. Additionally, renewable energy microgrids are a viable solution for countries who would like to scale their renewable energy production and lessen their dependence on foreign oil supply. Finally, we believe it is necessary to rapidly increase the scale and scope of renewable generation assets in the U.S. in order to meet the various targets and commitments set by corporations and governments.

Revenue Sources

Sale of Electricity

Solar Electricity

NextNRG plans to derive its operating revenues principally from power purchase agreements, net metering credit agreements, solar renewable energy credits, and performance-based incentives. A portion of NextNRG’s power sales revenues is expected to be earned through the sale of energy (based on kilowatt hours) pursuant to the terms of Power Purchase Agreements (PPAs). NextNRG’s PPAs will typically have fixed or floating rates and are expected to be generally invoiced monthly.

Wireless EV Charging

NextNRG will sell energy to its wireless EV charging customers.

NextNRG plans to sell its innovative solutions to property owners, parking facilities, municipalities, and government agencies, as well as charge point operators (CPOs), empowering the growth of sustainable transportation infrastructure.

NextNRG plans to generate revenue from the deployment of solar and battery storage solutions where applicable to further take advantage of the renewable energy industry. Energy pricing is based on peak/off-peak rates at any given charging location. NextNRG plans to negotiate our own Power Purchase Agreements (PPA) accordingly. NextNRG is also planning to sell energy to EV owners via wireless EV charging.

SaaS & Licensing

Software as a Service Agreements

NextNRG plans to generate revenue from the sale of its energy management software under SaaS Agreements with utility companies; microgrid companies; and renewable energy generation companies. Additionally, any traditional customers which would like to own their own energy generation systems will have the option of entering a SaaS agreement to purchase rights to the technology.

Hardware Licensing

NextNRG plans to generate licensing revenues from competitors or ancillary business participants who desire to utilize or integrate NextNRG’s intellectual property, hardware, or software solutions within their proprietary product.

Sale of Hardware

NextNRG plans to generate revenues from the sale of hardware,eg. solar panels, battery storage solution equipment, wireless charging pad or bumper and vehicle receiver technology.

Potential Customers Include

Property owners, electrical supply companies, management companies, all levels of government, original equipment manufacturers, tribal land, car manufacturers, EV charging companies, wholesale electricity providers, utilities, and fleet owners.

Agreements and Collaborations

License Agreements with Florida International University

NextNRG holds exclusive licenses to a portfolio of seven patents owned by FIU. Under the licensing agreements NextNRG is obligated to pay fixed royalty payments for the licenses to FIU on an annual basis. The terms of the licenses continue for the life of the patents or until terminated by either party, pursuant to the terms of the licenses. NextNRG also has certain performance obligations pursuant to the terms of the licenses.

Intellectual Property

NextNRG is the owner of U.S. Patent No. 10,836,269 B2 which is a patent for an inductive charging parking bumper with automatic payment processing.

NextNRG’s licenses from FIU relate to the following U.S. patents covering wireless EV charging: U.S. Patents Numbered: 10637294; 9919610; and 9731614.

NextNRG’s licenses from FIU relate to the following U.S. patents covering smart microgrid technology: U.S. Patents Numbered: 10326280; 10969436; 10958211; and 11022720.

NextNRG has also filed trademark applications for “NextCharge,” “Next Charge,” “Next Charging,” “NextCharging,” “NextNRG,” “NextNRG,” and the NextNRG logo.

NextNRG owns the domain names: NextCharging.com; NextNRG.com; NXXT.energy; and NextNRG.energy

Regulatory

Although NextNRG is not regulated as a public utility in the United States under applicable national, state or other local regulatory regimes where it conducts business, it expects to compete primarily with regulated utilities. As a result, it has developed and is committed to maintaining a policy team to focus on the key regulatory and legislative issues impacting the entire industry. It believes these efforts help it better navigate local markets through relationships with key stakeholders and facilitate a deep understanding of the national and regional policy environment.

To operate its systems, NextNRG may need to obtain interconnection permission from the applicable local primary electric utility. Depending on the size of the solar energy system and local law requirements, when needed interconnection permission will be provided by the local utility directly to NextNRG and/or future customers. In almost all cases, interconnection permissions are issued on the basis of a standard process that has been pre-approved by the local public utility commission or other regulatory body with jurisdiction over net metering policies. As such, no additional regulatory approvals are required once interconnection permission is given.

NextNRG’s future operations will be subject to stringent and complex federal, state and local laws, including regulations governing the occupational health and safety of our employees and wage regulations. For example, it is subject to the requirements of the federal Occupational Safety and Health Act, as amended (“OSH Act”), and comparable state laws that protect and regulate employee health and safety. NextNRG endeavors to maintain compliance with applicable OSH Act and other comparable government regulations.

Government Incentives

Federal, state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems to promote solar energy in the form of rebates, tax credits, and exclusion of solar energy systems from property tax assessments. These incentives enable us to lower the price we charge customers for energy from, and to lease, our solar energy systems, helping to catalyze customer acceptance of solar energy as an alternative to utility-provided power. In addition, for some investors, the acceleration of depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment.

The Inflation Reduction Act of 2022 (the “IRA”), which was passed in August 2022, substantially changed and expanded existing federal tax benefits for renewable energy. The IRA extended the existing framework for investment tax credits (“ITC”) offered by the federal government under Section 48(a) of the Internal Revenue Code (the “Code”) and provided for ITCs under Section 48E of the Code for the installation of certain eligible solar power facilities owned for business purposes. Prior to the IRA, if construction on the facility began before January 1, 2020, the amount of the ITC available was 30%, if construction began during 2020, 2021, or 2022 the amount of the ITC available was 26%, with additional step downs in later years. Projects placed in service before January 1, 2022 are still set at 26%. However, with the enactment of the IRA, solar power facilities installed between 2022 and 2032 will receive a 30% ITC of the cost of installed equipment for ten years so long as the facilities meet wage and apprenticeship requirements or are less than 1 MWac, which will decrease to 26% for solar power facilities installed in 2033 and to 22% for solar power facilities installed in 2034; and for those solar power facilities installed in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed. The prevailing wage rates also must be paid for alteration and repair during the 5 years after a project is placed in service.

Pursuant to the IRA, certain ITC projects are eligible for a 10% domestic content bonus so long as the facilities meet wage and apprenticeship requirements, if all the steel and iron are produced in the United States and at least 40% of the facility is produced in the United States, which domestic content percentage requirement increases for facilities that start construction after 2024 and eventually reach 55% for projects which begin construction in 2027 or later.

Pursuant to the IRA, certain ITC projects are eligible for an additional 10% or 20% energy community bonus so long as the facilities meet wage and apprenticeship requirements, and if the facility owner applies for and receives an environmental justice allocation from the Internal Revenue Service (the “IRS”). Solar (and certain related storage) facilities that are less than 5 MWac that are either located in a low-income community or on Indian land, or are part of a qualified low-income residential building project or a qualified low-income economic benefit project qualify. For example, qualified low-income economic benefit projects can receive a 20% bonus if low-income households receive at least one-half of the financial benefits. The IRS provided taxpayers guidance in Notice 2023-18 for determining the requirements for allocation of the ITC bonus. The IRA also included additional incentives, including in relation to stand-alone storage and claiming interconnection costs under the ITC in certain situations, and the ability for ITC recipients to directly transfer such ITCs.

In addition to the incentives at the federal government, more than half of the states, and many local jurisdictions, have established property tax incentives for renewable energy systems that include exemptions, exclusions, abatements and credits. Approximately thirty states and the District of Columbia have adopted a renewable portfolio standard (and approximately eight other states have some voluntary goal) that requires regulated utilities to procure a specified percentage of total electricity delivered in the state from eligible renewable energy sources, such as solar energy systems, by a specified date. To prove compliance with such mandates, utilities must surrender solar renewable energy credits to the applicable authority. While there are numerous federal, state and local government incentives that benefit our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on our business.

Manufacturing and Supply

NextNRG plans to purchase equipment, including solar panels, inverters, batteries, wireless charging station components from a variety of manufacturers and suppliers. If one or more of the suppliers and manufacturers that NextNRG relies upon to meet anticipated demand reduces or ceases production, it may be difficult to quickly identify and qualify alternatives on acceptable terms. In addition, equipment prices may increase in the coming years, or not decrease at the rates it has historically experienced, due to tariffs or other factors.

Mobile Fueling

NextNRG’s Mobile Fueling solution offers on-demand and subscription-based fuel delivery services, catering to individual consumers, fleets, marine, and other specialty markets. 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. This innovation not only meets the modern demand for convenience but also aligns with the broader shift towards more agile and responsive service models in today’s economy.

NextNRG’s app-based platform conveniently brings the gas station to customers with a growing fleet of Mobile Fueling Trucks. NextNRG’s business verticals align to the high-use, high demand cases in vehicle operations. These are; individualCONSUMERS, COMMERCIALentities andSPECIALTYvehicle markets.

For CONSUMERS, NextNRG services individual “consumer” customers directly at their residences or places of work. In the consumer vertical, NextNRG customers sign-up for NextNRG services individually, or as part of an employer which offers discounted NextNRG services to their employees as an employee benefit while at work at offices, in office parks or on-job locations. Fuel deliveries are completed at optimal times during the day for ‘at work’ customers or at night for residential deliveries.

In the COMMERCIAL vertical, NextNRG provides vital fuel delivery services to commercial fleets of delivery trucks, rental cars, livery operators, and job sites. Deliveries for the commercial vertical are completed during down-times, when the majority of commercial vehicles are at designated locations. This method also allows NextNRG to complete multiple fills at once, while providing the commercial customers the benefit of a fleet of fueled vehicles ready for operations on any given morning.

In the SPECIALTY vertical, NextNRG adapts to each market based on the type of vehicles that can benefit from “at location” fuel delivery. In NextNRG’s home market, Florida, their “specialty” vertical services hundreds of boat owners at their homes or at marinas at which they are docked. NextNRG’s specialty market also includes equipment rental companies, construction job sites, agricultural operations, motorsports events and recreational vehicle grounds.

NextNRG Model – Resolving Pain Points in the Consumer and Commercial Fuel Customer Markets

NextNRG’s experience in this market indicates that the legacy gas station model is ripe for disruption specifically by a model which works to address major issues with the status of the industry, such as:

Mobile Fueling Product Offerings

We provide fuel delivery via our fleet of trucks in Florida, Texas, California, Arizona, Oklahoma, Tennessee and Michigan. Our goal is to service all our customers across all our lines of business at predictable locations during vehicle downtimes. Our fleet currently includes 145 trucks that we utilize to deliver fuel directly to our customers. We have three major lines of business and to our knowledge we are the only company in the space which fuels all three verticals :

1.SERVICING CONSUMERS AT HOME AND AT WORK

We offer residential fueling services to customers who can request a fuel delivery through our app and have fuel delivered directly to their vehicle, from thecomfort of their home or apartment building, while they go about their night. We offer convenient weekly schedules to our residential customers, so they can live with the comfort of knowing that they will never be without a full tank of gas when they need it. Additionally, our competitive pricing keeps our residential customers from having to travel out of their neighborhood for lower gas prices. Our residential customers currently pay a delivery fee of $6.99 for each delivery or they have the option to pay $14.99 per month for unlimited deliveries. We may increase these prices in the future. We currently offer delivery to residential customers in Miami-Dade, Broward, and Palm Beach counties. Our service is a great new amenity for condominiums, which has been widely used by residents of the buildings we service and has been enhancing residents’ experience.

Through entering agreements with local and national businesses, we work directly with businesses human resource departments tooffer employee perks, and fuel employees’ cars while they are working. This is a creative benefit for employers to offer, enabling their employees to have their cars filled, stress free. Additionally, we work directly with the landlords of corporate office parks to bring the amenity of NextNRG to their tenants. Our corporate employee fueling is currently done at competitive prices with no delivery fee. Our corporate office park solution offers benefits to employers and NextNRG. Benefits to employers include: (i) a new perk to offer their employees; and (ii) happier employees who do not have to waste precious time going to the gas station. Benefits to NextNRG include: (i) multiple deliveries at one location creates efficiencies and cuts operating costs; (ii) the employers serve as “influencers” which reduces our marketing costs for each location; and (iii) push-marketing by the employers also results in more residential consumer fills.

2.SERVICING COMMERCIAL ENTITIES

We partner with and offer national and local businesses who operate fleets an alternative solution for fueling their fleet to reduce the businesses operational costs and improve fleet efficiency. Our solution for fleets helps businesses: (i) save money spent on expensive gas stations; (ii) save money on paying employees to go to gas stations; (iii) eliminate unnecessary wear and tear to Company fleet vehicles on trips to the gas station; (iv) better monitor their fuel consumption; (v) eliminate employee mistakes (putting regular gas into a diesel engine); and (vi) prevent theft by employees (customers have reported instances where it was months before they realized their employee was making unauthorized charges on their fleet card).

3. SERVICING SPECIALTY MARKETS

NextNRG delivers fuel directly to other, market-specific personal and commercial vehicles and tanks. In our home market, the prevalence of boats and boat owners was the first specialty market we developed, particular to the south Florida area which is the base of our services. Marina fuel stations are some of the highest priced in the country. We offer low prices and pre-scheduling so our marine customers can get affordable fuel whenever they need it. The same is true for the markets which we have targeted to enter. In these markets we find similar, market-specific vehicles which our future customers use for; construction or agricultural purposes, personal or recreational vehicle use, or sporting events where a large concentration of vehicles can be serviced at specific locations.

Customers

In addition to our individual, residential customers, we also have structured relationships with property management companies and builders who co-market our services as a benefit to their residents and allow our trucks to enter their communities to fill vehicle owners at their single family homes, condominiums or apartments.

Our commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a leading national grocer, a leading OEM, as well as a leading equipment rental company.

In our specialty market vertical, we service hundreds of boats at various marinas across Miami-Dade and Broward Counties, as well as boats at customers’ homes. We are a preferred delivery partner for a mobile application with thousands of boat-owner users.

Software Systems, IT, User Interface and Experience

Our software systems provide us with logistical and cost saving efficiencies that allow us to forecast the need for truckloads of fuel to effectively service clusters of customers in a specific area or zip code. At the front end of our system, we employ an app-based approach that provides all our customers with an easy-to-engage user interface and ordering system. Customers are able to select the times and locations of their on-demand or routinely scheduled fills and manage their account on their mobile device or desktop system.

In the back end of our system, we aggregate customer orders based on their location and expected gallon demand for their vehicles. The aggregation of customer orders based on these variables triggers a truckload fill of one of our mobile tankers designated for each of the customer orders our system generates.

Our software and IT systems have been developed and customized in-house to provide cost-saving efficiencies which produce higher margins than traditional gas station fuel margins.

We are planning to expand our software capabilities using AI and machine learning algorithms that will, among other things, automatically generate outbound “fill reminder” communications to customers based on their recorded usage amounts and time intervals.

Mobile Fueling Application

The EzFill Mobile Application has been designed for iPhone and Android devices with our customers and convenience in mind.

**Sign Up:**The EzFill App provides a quick and easy registration process.

**Profile Management:**The EzFill App provides easy profile management where users can seamlessly update personal information, such as: vehicle details and location, this way we are able to provide the best services to our customers.

**Location Sharing:**This feature enables our customers to simply drop a pin at their location on an integrated map which lets our driver know where to deliver the fuel.

**Request Fuel Delivery:**The EzFill App lets our customers pick the type and quantity of fuel to be delivered in addition to the time and date of availability.

**Weekly Delivery Schedule:**The EzFill App also enables our customers to preschedule weekly deliveries on a specific day of the week. This feature enables our customers to request their delivery for a specific time window, this ensures they can schedule their fill up at convenient times when they would be busy attending other tasks and their car is idle.

**Push Notifications:**The EzFill App has a push notification feature. This allows us to keep customers informed of all the activities associated with the service they have requested. We also use it to keep our customers updated with recent offers and discounts, which helps to boost customer satisfaction and promotes our business.

**Transaction History:**The EzFill App offers our customers the ability to always view their transaction history. This gives our customers an option to check the previous fuel delivery requests and bills.

Mobile Fueling Market Opportunity

Information provided by Statista indicates that there were an estimated 298 million registered cars in the United States in 2025. According to the U.S. Energy Information Administration, in 2023 the U.S. used approximately 375 million gallons of fuel per day. NextNRG wants to take advantage of the growing number of U.S. drivers by bringing the gas directly to the consumers. We feel that our service solves many problems posed by the legacy gas station. NextNRG’s mobile fueling solution presents a new way for Americans to get gas: at home, at the office, wherever, on demand.

The on-demand market continues to grow. On-demand companies are operating and growing in the:

NextNRG believes that the on-demand market will continue to grow and this growth will benefit its fuel delivery model.

We believe our market opportunity is to expand into major metropolitan statistical areas (“MSAs”) across the continental U.S. with sufficient concentration of business and residential customers. We want to be in locations where people rely heavily on their personal cars to get places.

As we expand to a new market, we plan to employ a strategy that has helped us build a strong base of business in our existing market. The strategy we developed begins with sales in our fleet category to build a base of business in the target city, while developing and strengthening our delivery operations. Next, after launch, we secure corporate and landlord agreements to allow us to begin marketing our services to their employees and tenants. These agreements include fueling at large office parks during daytime hours and fueling at residential buildings during nighttime hours.

We generate business through establishing corporate and landlord partnerships, we then leverage companies’ internal communication channels to market directly to their employees or residential tenants. By implementing our digital marketing campaigns as well as placement of our content throughout residential and corporate facilities, we are able to develop greater brand awareness. We coordinate with our partners to set up organic marketing efforts with our brand ambassadors to help increase recognition and assist users with downloading the app and setting up their accounts.

Competition

Our mobile fuel delivery service competes with other local fuel delivery companies and gas stations. We differentiate ourselves by allowing our customers to request our service via a mobile app and delivering the fuel directly to the end user. We use our innovative technology and excellent concierge service to offer convenient fueling solutions to all our vertical markets at different times of the day to maximize the efficiency of each mobile fueling truck. To our knowledge, there are no significant mobile fueling competitors in the markets we currently serve.

We distinguish ourselves from our competitors by:

Government Regulation

Our industry has certain government regulations. NextNRG is dedicated to ensuring that we operate in a way that is in compliance with applicable regulations.

Our operations may also be subject to local fire marshal regulations, which varies in the different cities and counties. NextNRG keeps up to date on the local regulations in each of the locations it operates in and does ample research into local regulations before opening in any new location.

The costs of compliance include general liability insurance, workers’ compensation insurance, vehicle insurance, meters and registers maintenance for yearly inspection, vehicle maintenance for yearly inspection, hazmat permits and licensing, safety procedures and equipment, emergency response team, and live safety monitoring system.

Our safety protocol includes:

We have implemented a safety protocol and monitoring system that allows us to operate at maximum efficiency in optimal safety conditions. Our drivers carry the proper commercial driver’s licenses and endorsements and are fully trained and certified to transport and dispense fuel. We have been licensed by the U.S. Department of Transportation and our fueling trucks have been fitted with safety equipment and emergency tools such as spill kits, fire extinguishers, emergency response handbook and a dedicated 24/7 emergency responder support team in the event of emergency situations. We have management oversight around the clock to ensure safe operations. We have an emergency response team on call, in the unlikely situation where there is a spill, the emergency response team will come to the scene to control and properly handle the cleanup of any hazardous materials. We also have state of the art technology that enables us, in real-time, to track the location of our Mobile Fueling Trucks and the inventory levels of each Mobile Fueling Truck.

Corporate Information

NextNRG, Inc. (formerly known as EzFill Holdings, Inc.) was incorporated on April 20, 2016, in the State of Florida. EzFill-FL, LLC was established on July 27, 2016 in the State of Florida. The assets of EzFill-FL, LLC, constituting the mobile fueling business, were acquired as of April 9, 2019 by EzFill Holdings, Inc., which was incorporated on March 28, 2019 in the State of Delaware.

On August 10, 2023, the Company, the members (the “Members”) of Next Charging LLC (“Next Charging”) and Michael Farkas, as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 40,000,000 shares of common stock. Subsequently, Next Charging converted to a corporation organized in the State of Nevada named NextNRG Holding Corp. (“Next Holding”) effective as of March 1, 2024 (the “Conversion”), which Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging remained as shareholders of Next Holding.

On June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next Holding and Mr. Farkas as the representative of the Next Holding executed a second amended and restated agreement to replace the Exchange Agreement in its entirety (the “Second Amended and Restated Exchange Agreement”). Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Next Holding 100% of the shares of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders of Company common stock.

On September 25, 2024, the Company and Mr. Farkas entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment”) to change the number of the Company’s common stock shares to be issued to the Next Holding shareholders by the Company in exchange for 100% of the shares of Next Holding to 100,000,000 shares of the Company’s common stock.

The Second Amendment also provided that in the event Next Holding completes the acquisition of STAT-EI, Inc. (“SEI” or “STAT”), prior to the closing, then 50,000,000 shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares subject to vesting or forfeiture, the “Restricted Shares”). Next Holding completed the acquisition of SEI on January 19, 2024, and thus 50,000,000 vested on that closing date. The remaining 50,000,000 restricted shares are subject to vesting or forfeiture. 25,000,000 of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially deploying the third solar, wireless electric vehicle charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Second Amended and Restated Exchange Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual revenues exceeding $100 million, the Company completing projects with deployment costs greater than $100 million, or the Company completing a capital raise greater than $25 million.

Prior to closing, the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to 500,000,000, (ii) received stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock Market.

On February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended, was completed. Pursuant to the terms of the Second Amended and Restated Exchange Agreement, as amended, the Company issued an aggregate of 100,000,000 shares of common stock in exchange for all of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly owned subsidiary of the Company.

On February 13, 2025, the Company changed its name from EzFill Holdings, Inc. to NextNRG, Inc.

Our principal executive offices are located at 407 Lincoln Road, Ste 9F, Miami Beach, FL 33139, and our telephone number is (305) 786-NEXT. Our website address is nextnrg.com. Information contained on, or accessible through, our website is not a part of this Annual Report on Form 10-K.

Nextnrg.com, NextNRG, and other trade names, trademarks, or service marks of NextNRG appearing in this annual report are the property of NextNRG. Trade names, trademarks, and service marks of other companies appearing in this annual report on Form 10-K are the property of their respective holders.

Recent Developments

Promissory Note, dated as of December 26, 2024.

On December 26, 2024, the Company and Gad International Ltd. (the “Lender”) entered into a promissory note (the “Gad Note”) for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including without limitation the purchase of equipment. Unless the Gad Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23, 2025. Further, the Company agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan, and an optional extension fee of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension to the Loan, upon the Lender’s written consent. If any amount payable under the Loan is not paid when due, whether at stated maturity, by acceleration, or otherwise, such overdue amount will bear interest at a rate of 21%. Additionally, the Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $5,000,000 worth of shares of Company common stock to the Lender if the Gad Note is not repaid on or before February 23, 2025. However, pursuant to an amendment to the Gad Note, dated January 15, 2025, between the Company and the Lender, no shares of the Company can be issued without the Company first receiving shareholder approval. The Company has commenced the process of obtaining shareholder approval and once the shareholder approval process is completed and the Company is authorized to issue the shares, the Company will issue the shares. The Company shall take no action to impair, hinder or impede either the approval process or the issuance of the shares in the event they become owed to Lender. Such shares of common stock will be valued based on the Nasdaq official closing price for the Company’s common stock as of date of the issuance of the Gad Note. The note was extended to March 23, 2025, and in exchange for the extension of the maturity date, the Company paid a fee of $200,000. The note was paid in full on March 26, 2025.

Promissory Note, dated as of December 30, 2024.

On December 30, 2024, the Company and NextNRG entered into a promissory note (the “December 30 Note”) for the sum of $330,000 to be used for the Company’s working capital needs, including without limitation the purchase of equipment. The unpaid principal balance of the December 30 Note has a fixed rate of interest of 8% per annum. Unless the December 30 Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the December 30 Note, along with accrued interest, will be due and payable in full on December 30, 2025. If the Company defaults on the December 30 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, NextNRG will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the December 30 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price shall equal the greater of the average VWAP over the five trading day period prior to the conversion date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of the December 30 Note. The Company and NextNRG have agreed that the total cumulative number of common stock issued to Next under the December 30 Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to NextNRG in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of the December 30 Note must be repaid in cash at the request of NextNRG. The December 30 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock. In the event of a stock split, if the December 30 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 30 Note will be adjusted by the same ratios or multipliers of any such subdivision, split, reverse split.

Corporate Name Change and Ticker Symbol.

Effective February 14, 2025, the Company changed its corporate name from “EzFill Holdings, Inc.” to “NextNRG, Inc.” Concurrently, the Company’s common stock ceased trading under the ticker symbol “EZFL” and began trading on the Nasdaq Capital Market under the ticker symbol “NXXT,” with a new CUSIP number of 652941105. The name change followed the closing of the NextNRG acquisition on February 13, 2025 and reflects the Company’s strategic focus on renewable energy, mobile fueling, and next-generation energy infrastructure.

Public Offering.

On February 18, 2025, the Company closed a public offering of 5,000,000 shares of common stock at a price of $3.00 per share, for gross proceeds of $15,000,000 before deducting underwriting discounts and offering expenses.

Sale of Future Receipts — Redstone Advance Inc., dated as of March 24, 2025.

On March 24, 2025, the Company entered into a Sale of Future Receipts Agreement (the “Redstone Agreement”) with Redstone Advance Inc. (“Redstone”). Pursuant to the Redstone Agreement, the Company agreed to sell to Redstone future proceeds of sales made by the Company in the amount of $3,217,700, and to deliver 20% of such future receipts to Redstone on a daily basis, subject to periodic reconciliation. As consideration, Redstone agreed to pay the Company $2,300,000, minus $784,000 representing fees and amounts applied to satisfy prior balances, resulting in net proceeds to the Company of $1,516,000. The Company authorized Redstone to debit an initial periodic amount of $125,000 per business day, representing 20% of the Company’s future receipts, subject to reconciliation. Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors, and beneficial holder of a majority of the Company’s outstanding common stock, personally guaranteed the Company’s obligations under the Redstone Agreement.

Sale of Future Receipts — Mr. Advance Agreement, dated as of March 25, 2025.

On March 25, 2025, the Company entered into a Future Receivables Sale and Purchase Agreement with Funderzgroup LLC d/b/a Mr. Advance (“Mr. Advance”). Pursuant to the agreement, the Company sold to Mr. Advance its right, title, and interest in 7.54% of future receipts until the purchased amount has been delivered in full. As consideration, Mr. Advance agreed to pay the Company $2,300,000, minus $784,035 representing fees and amounts applied to satisfy prior balances, resulting in net proceeds to the Company of $1,515,965. The Company authorized Mr. Advance to debit $125,000 on a weekly basis, subject to modification. Mr. Farkas personally guaranteed the Company’s obligations under this agreement.

Fee Agreement with Michael D. Farkas, dated as of March 25, 2025.

On March 25, 2025, the Company entered into a Fee Agreement with Mr. Farkas pursuant to which, in consideration of Mr. Farkas personally guaranteeing certain loans entered into by the Company, the Company agreed to pay Mr. Farkas a fee equal to 3% of the funds personally guaranteed by Mr. Farkas on the Company’s behalf, payable upon receipt by the Company of the corresponding loan proceeds.

Promissory Note with Alcourt LLC, dated as of March 31, 2025.

On March 31, 2025, the Company issued a promissory note in the principal sum of $1,000,000 in favor of Alcourt LLC (“Alcourt”), bearing interest at a rate of 15% per annum and issued with an original issue discount of $150,000, with an initial maturity date of April 30, 2025. The parties subsequently extended the maturity date on multiple occasions in exchange for issuances of restricted shares of common stock: on May 21, 2025, in exchange for 26,000 shares, the maturity date was extended to May 31, 2025; on June 23, 2025, in exchange for 90,000 shares, the maturity date was extended to June 30, 2025, with an option to extend for additional one-month periods up to September 30, 2025 in exchange for 90,000 additional shares per extension; and on July 1, 2025, in exchange for 180,000 shares, the maturity date was extended to September 30, 2025. This note was subsequently paid in full, with $234,000 of the proceeds from the Equify Financial equipment lease described below applied to satisfy amounts outstanding under the note.

Promissory Notes with Michael D. Farkas — May and June 2025.

Between May 5, 2025 and June 10, 2025, the Company entered into five promissory notes with Michael D. Farkas for working capital needs, each bearing a fixed interest rate of 12% per annum and maturing on the earlier of one year from the date of issuance or the date the Company completes a cumulative capital raise of at least $4,000,000 following that note’s issuance date. On May 5, 2025, the Company issued a note in the principal amount of $600,000 with an original issue discount of $72,000. On May 9, 2025, the Company issued a note in the principal amount of $112,000 with an original issue discount of $12,000. On May 19, 2025, the Company issued a note in the principal amount of $224,000 with an original issue discount of $24,000. On May 20, 2025, the Company issued a note in the principal amount of $196,000 with an original issue discount of $21,000. On June 10, 2025, the Company issued a note in the principal amount of $436,000 with an original issue discount of $46,000. The aggregate principal amount of the five notes was $1,568,000. These notes were extinguished in full on September 18, 2025 through the debt-for-equity exchange with Mr. Farkas described below.

Stock Purchase Agreement — Agile Capital Funding LLC, dated as of June 20, 2025.

On June 20, 2025, the Company entered into a Stock Purchase Agreement with Agile Capital Funding LLC (“Agile Capital”) pursuant to which the Company agreed to issue and sell 256,667 shares of common stock at a purchase price of $3.00 per share, for an aggregate purchase price of approximately $770,000. In lieu of paying cash for the shares, Agile Capital agreed to absolve Next NRG LLC, a wholly owned subsidiary of the Company’s subsidiary NextNRG Holding Corp., of $770,000 of outstanding liability owed to Agile Capital under a Future Receivables Purchase and Sale Agreement dated December 16, 2024. The shares were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268960).

Future Receivables Sale and Purchase Agreement — March 2026.

On June 27, 2025, the Company entered into loan agreements with two accredited investors, each providing the Company a loan of $1,500,000, for aggregate principal of $3,000,000. In lieu of periodic cash interest payments, the Company paid the full interest obligation for the term of both loans upfront in equity, issuing an aggregate of 450,000 shares of common stock at $3.00 per share (total stated interest of $1,350,000, equal to 45% of principal). To secure the loans, the Company pledged an aggregate of 5,800,000 shares of common stock, with 2,900,000 pledged shares attributable to each loan. Upon a default on either loan, the applicable lender would receive 2,900,000 pledged shares, sell only the number of shares necessary to recover its outstanding principal, and return any unsold pledged shares to the Company at no cost. All interest shares and pledged shares were registered pursuant to the Company’s shelf registration statement and a related prospectus supplement filed June 30, 2025.

At The Market Sales Agreement, dated as of July 3, 2025.

On July 3, 2025, the Company entered into an At The Market Sales Agreement (the “ATM Agreement”) with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC, as sales agents, pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $75,000,000. The agents agreed to use commercially reasonable efforts to sell shares on Nasdaq or in privately negotiated transactions based upon the Company’s instructions, and the Company agreed to pay a fixed commission of 3.0% of aggregate gross proceeds. On November 14, 2025, the Company and the agents entered into Amendment No. 1 to the ATM Agreement, reducing the aggregate allowed offering amount from $75,000,000 to $60,000,000, with no other changes to the terms. The ATM Agreement was terminated effective January 17, 2026.

Stock Purchase Agreement — Debt-for-Equity Exchange with Redstone, dated as of July 11, 2025.

On July 11, 2025, the Company entered into a Stock Purchase Agreement with Redstone pursuant to which the Company issued 1,081,395 restricted shares of common stock at a price of $2.15 per share. The purchase price was satisfied through Redstone’s cancellation and discharge of $2,325,000 of outstanding indebtedness owed by the Company under the Redstone Agreement dated March 24, 2025. The issuance was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Promissory Note, dated as of July 15, 2025.

On July 15, 2025, the Company entered into a promissory note with a third-party lender in the principal sum of $2,000,000 for working capital purposes, bearing interest at a fixed rate of 18% per annum, issued with an original issue discount of 5%, and originally maturing on March 11, 2026. The Company is required to make monthly payments of $125,000 beginning August 15, 2025. In lieu of paying $360,000 of accrued interest in cash, the Company elected to issue 197,802 restricted shares of common stock at approximately $1.82 per share, and additionally issued 126,373 shares of common stock as commitment shares. This note was terminated on March 11, 2026, as described below.

Equipment Lease — Equify Financial, LLC, dated as of August 4, 2025.

On August 4, 2025, the Company entered into Equipment Lease Schedule No. 002 under its Master Lease Agreement with Equify Financial, LLC to lease fuel trucks and related equipment totaling $1,164,600. The 36-month lease requires one initial payment of $35,685 and 35 subsequent monthly payments of $35,685 commencing September 20, 2025, and includes a Terminal Rental Adjustment Clause with an end-of-term purchase option of $232,920. Lease proceeds were disbursed as $820,600 to the Company, $234,000 to Alcourt in full satisfaction of amounts outstanding under the Alcourt promissory note, and $110,000 for tax, title, and license costs.

Securities Purchase Agreement and Senior Secured Convertible Notes.

On September 8, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to sell (i) senior secured convertible notes in an aggregate original principal amount of up to $11,800,000 (the “Notes”), convertible into shares of common stock, par value $0.0001 per share, and (ii) warrants to purchase up to 3,000,000 shares of common stock at an exercise price of $5.00 per share (the “Warrants”). In connection with the Purchase Agreement, the Company also agreed to issue to a consultant of the Investor due diligence notes in an aggregate original principal amount of up to $1,180,000 (the “Due Diligence Notes”) and due diligence warrants to purchase up to 300,000 shares of common stock (the “Due Diligence Warrants”), on the same terms as the Notes and Warrants, respectively. The Company and the Investor also entered into a registration rights agreement and a security agreement on the same date.

No interest accrues on the Notes prior to an Event of Default or the Maturity Date; thereafter, interest accrues at the lesser of 18% per annum or the maximum rate permitted by applicable law. The Notes are convertible at a conversion price equal to the Nasdaq Minimum Price at the applicable closing, subject to anti-dilution adjustment, provided that the conversion price shall not fall below a specified floor price. The Company agreed that, for so long as any amount remains outstanding under the Notes, it will not issue equity at a price below the highest per-share price under the Purchase Agreement and will not enter into any equity line of credit or variable-rate equity instruments without the Investor’s consent. Share issuances under these instruments are capped at 19.9% of outstanding common stock absent shareholder approval, the Investor received a right to participate in future financings for 12 months from the initial closing for up to 50% of each such financing, and the Company’s Chief Executive Officer provided the Investor with an unconditional personal guaranty of the Company’s obligations. Under the Security Agreement, the Company and certain subsidiaries granted the Investor a first-priority security interest in substantially all of the Company’s assets.

The Company completed four closings under the Purchase Agreement: at the initial closing on September 8, 2025, the Company issued Notes of $2,950,000 and Warrants for up to 750,000 shares, plus Due Diligence Notes of $295,000 and Due Diligence Warrants for up to 75,000 shares, receiving $2,500,000 in gross proceeds at an 18% original issue discount; at the second closing on October 3, 2025, the Company issued Notes of $1,475,000 and Warrants for up to 375,000 shares, plus Due Diligence Notes of $147,500 and Due Diligence Warrants for up to 37,500 shares, receiving $1,250,000 in gross proceeds at a conversion price of $1.92 per share; at the third closing on October 22, 2025, the Company issued Notes of $1,475,000 and Warrants for up to 375,000 shares, plus Due Diligence Notes of $147,500 and Due Diligence Warrants for up to 37,500 shares, receiving $1,250,000 in gross proceeds at a conversion price of $1.82 per share; and at the fourth closing on November 12, 2025, the Company issued Notes of $2,950,000 and warrants and due diligence warrants for up to an aggregate of 825,000 shares, plus Due Diligence Notes of $295,000, receiving $2,500,000 in gross proceeds at a conversion price of $1.688 per share. Cumulative gross proceeds across the four closings totaled $7,500,000, with aggregate Note and Due Diligence Note principal of $9,735,000. The Purchase Agreement entitles the Investor to purchase additional Notes and Warrants for five years from the initial closing for up to an additional $8,850,000 in aggregate Note principal and up to 2,250,000 additional Warrant shares. Shares issuable upon conversion and warrant exercise were registered pursuant to the Company’s shelf registration statement and related prospectus supplements beginning September 9, 2025.

Stock Purchase Agreement with Michael D. Farkas, dated as of September 18, 2025

On September 18, 2025, the Company entered into a Stock Purchase Agreement with Mr. Farkas pursuant to which the Company issued 1,000,000 restricted shares of common stock at a price of $1.67 per share. The $1,670,000 purchase price was satisfied through the cancellation and discharge of outstanding indebtedness owed by the Company to Mr. Farkas under the May 5, May 9, May 19, May 20, and June 10 Notes.

Power Purchase Agreements — Sunnyside and Topanga, dated November 2025

In November 2025, two wholly owned subsidiaries of the Company, NextNRG Sunnyside Microgrid LLC and NextNRG Topanga Microgrid LLC, entered into long-term power purchase agreements with Sunnyside Nursing and Post-Acute Care Center and Topanga Nursing and Post-Acute Care Center, respectively. Under each agreement, the applicable subsidiary agreed to design, construct, install, own, operate, and maintain an on-site photovoltaic solar and battery energy storage system at the respective facility, and the facility agreed to purchase all electricity generated by the system at a contracted price per kilowatt-hour over the term. The Sunnyside system consists of a 409 kW solar array paired with a 300 kW / 1,200 kWh battery, and the Topanga system consists of a 350 kW solar array paired with a 250 kW / 1,000 kWh battery. Each agreement has an initial term of 28 years commencing on the applicable commercial operation date, with options for two additional five-year renewal periods. The anticipated commercial operation date for both systems is October 30, 2026, with an outside commercial operation date of December 30, 2026. Environmental incentives, environmental attributes, and tax credits associated with each system accrue to the applicable NextNRG subsidiary. Each agreement also includes a declining early termination payment schedule and grants the facility an option to acquire the system at fair market value at specified times during the term.

Stock Purchase Agreement with Michael D. Farkas, dated as of November 24, 2025.

On November 24, 2025, the Company entered into a Stock Purchase Agreement with Mr. Farkas pursuant to which the Company issued 1,000,000 restricted shares of common stock at a price of $1.04 per share in exchange for Mr. Farkas’s settlement of $1,040,000 of accrued interest outstanding under promissory notes issued by the Company or its subsidiaries to Mr. Farkas between June 2023 and February 2025. The principal amounts under such promissory notes remain outstanding.

Annual Meeting of Stockholders.

On December 29, 2025, the Company held its 2025 Annual Meeting of Stockholders. Stockholders voted to: (i) elect five directors to serve until the next annual meeting; (ii) approve a change in the Company’s state of incorporation from Delaware to Nevada; and (iii) ratify M&K CPAs, PLLC as the Company’s independent registered public accounting firm for fiscal year 2025. All three matters were approved. The reincorporation to Nevada is intended to reduce the Company’s recurring state costs, with Delaware franchise taxes having totaled $121,016 for fiscal year 2024.

Subsequent Events

ATM Termination. On January 17, 2026, the Company terminated the ATM Agreement with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC. No shares were sold under the ATM Agreement prior to its termination. The Company stated it has no immediate plans to enter into a new at-the-market program, and intends to prioritize strategic investors to support long-term growth.

Stock Purchase Agreements — January 2026.

On January 20, 2026, the Company entered into a Stock Purchase Agreement with an investor pursuant to which the Company agreed to sell 462,962 shares of common stock at a purchase price of $1.08 per share, for aggregate proceeds of $500,000. On January 28, 2026, the Company entered into a Stock Purchase Agreement with an investor pursuant to which the Company agreed to sell 368,421 shares of common stock at $0.95 per share, for proceeds of $350,000. On January 29, 2026, the Company entered into a Stock Purchase Agreement with the same investor pursuant to which the Company agreed to sell 154,639 shares of common stock at $0.97 per share, for proceeds of $150,000.

Stock Purchase Agreement — February 2026.

On February 12, 2026, the Company entered into a Stock Purchase Agreement pursuant to which the Company agreed to sell 300,000 shares of common stock at $0.75 per share, for aggregate proceeds of $225,000. On February 18, 2026, the Company entered into a Stock Purchase Agreement pursuant to which the Company agreed to sell 133,333 shares of common stock at $0.75 per share, for aggregate proceeds of $100,000.

Future Receivables Sale and Purchase Agreement — March 2026.

On March 9, 2026, the Company entered into a Future Receivables Sale and Purchase Agreement with a funding counterparty, pursuant to which the Company agreed to sell 6.87% of its future receipts until a total of $2,772,000 has been delivered, in exchange for consideration of $2,100,000 less $105,035 in fees, resulting in net proceeds of approximately $1,994,965. The Company is required to make fixed biweekly payments initially equal to $231,000, subject to reconciliation. The Company granted the purchaser a first-priority lien on its accounts, receivables, deposit accounts, and inventory. Mr. Farkas personally guaranteed the Company’s obligations under this agreement.

July 15 Note Termination — March 2026.

On March 11, 2026, the Company entered into a Stock Purchase Agreement with the holder of the July 15, 2025 promissory note (the “Noteholder”), pursuant to which the Company agreed to issue and sell 3,181,818 shares of common stock to the Noteholder at a purchase price of $0.55 per share, for an aggregate purchase price of $1,750,000. In lieu of paying cash, the Noteholder agreed to absolve the Company of $1,750,000 of outstanding liability under the July 15 Note. In connection with the closing, the July 15 Note was terminated in its entirety and rendered null and void.

Nasdaq Minimum Bid Price Notice — March 2026. On March 16, 2026, the Company received written notice from the Nasdaq Listing Qualifications Department indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The notification has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Company has 180 calendar days, or until September 14, 2026, in which to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, compliance will be restored. If the Company fails to regain compliance within the initial 180-day period, it may be eligible for an additional 180-day compliance period, subject to meeting applicable listing standards, which may include effecting a reverse stock split to cure the deficiency. There can be no assurance that the Company will be able to regain compliance within the applicable period.

Leviston Resources Financing — April 2026. On April 1, 2026, the Company entered into a Securities Purchase Agreement with Leviston Resources, LLC (“Leviston”) pursuant to which the Company issued a senior secured convertible promissory note in the principal amount of $1,724,444 (the “Leviston Note”) for a purchase price of $1,552,000, reflecting an original issue discount of $172,444. As additional consideration, the Company issued 243,300 shares of common stock to Leviston on April 1, 2026. The Leviston Note bears interest at 10% per annum with interest guaranteed for the full six-month term regardless of any prepayment or conversion, and matures on October 1, 2026. The Leviston Note is a senior secured obligation of the Company, secured by a first-priority security interest in substantially all of the Company’s assets, including 100% of the equity interests in the Company’s directly-owned subsidiaries. The Leviston Note is convertible into shares of common stock only upon and following an Event of Default, at a conversion price equal to 80% of the average of the three lowest daily VWAP figures during the 15 trading days preceding the conversion date, subject to a floor price of $0.10 per share, and subject to an equity blocker of 4.99% (extendable to 9.99%) and a hard cap of 19.99% of outstanding shares under Nasdaq Listing Rule 5635(d). The Company may prepay the Leviston Note at any time prior to October 1, 2026; provided that prepayment after 60 days from issuance requires payment of 110% of the outstanding balance plus all guaranteed interest for the full six-month term. Upon an Event of Default, all outstanding obligations automatically increase to 150% of the then-outstanding balance and accrue default interest at the lesser of 18% per annum or the maximum rate permitted by law. Leviston also received rollover and piggyback registration rights, right of participation and right of first refusal in future financing transactions through the later of October 1, 2027 or full repayment of the Leviston Note, and most favored nation rights for so long as any obligations remain outstanding.

Cashera Business Loan — April 2026. On April 7, 2026, the Company and Cashera Private Credit Inc. (“Cashera”) entered into a Business Loan and Security Agreement pursuant to which Cashera provided a term loan of $750,000 to the Company. The Company received net disbursement proceeds of $712,500 after a $37,500 origination fee. The total repayment obligation is $1,050,000, representing $300,000 in total interest, and is repaid in 24 weekly installments of $43,750 beginning immediately following disbursement, with a maturity date of October 1, 2026 and an annual percentage rate of approximately 173.06%. The Cashera loan is secured by a first-priority security interest in substantially all of the Company’s assets, personally guaranteed by Mr. Farkas, and cross-guaranteed by NextNRG Ops LLC, a wholly owned subsidiary of the Company. The agreement prohibits the Company from incurring additional debt without Cashera’s prior written consent, with a $75,000 stacking fee per occurrence for any violation of this covenant. Upon an event of default, Cashera may accelerate all obligations, charge a 25% default fee on the outstanding balance, take possession of collateral, and file a confession of judgment in the State of Utah*.*

Employees

As of April 15, 2026, we had a total of approximately 177 employees, all of whom were full-time. None of our employees are covered by a collective bargaining agreement, and we consider our relations with our employees to be good.