NEXTNRG, INC.
For the period ended Dec 31, 2025. Filed Apr 16, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 16, 2026
NXXT$2.30-1.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-27.
0001641172-25-000939
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-16.
0001493152-26-016896
Item 1A. Risk FactorsThe 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 83 previous paragraphs and 84 current paragraphs.
58 unchanged; 17 reworded; 9 added; 8 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 7 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 (9)
Current report
Changes in U.S. trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chain.
Current report
The imposition of significant tariffs on imported goods, including steel, aluminum, electronic components, and other materials used in our fuel delivery fleet, EV charging equipment, and smart microgrid infrastructure, has increased and may continue to increase our capital and operating costs. U.S. tariff rates have reached historically elevated levels, and retaliatory measures by trading partners have created uncertainty across global supply chains. These trade disruptions have contributed to delays in and, in some cases, abandonment of renewable energy projects industry-wide. NextNRG’s smart microgrid and wireless charging hardware may rely on components sourced from countries subject to tariffs or export controls, and any further escalation of trade restrictions could increase hardware costs, delay product development timelines, and reduce the cost competitiveness of our offerings. Additionally, trade policy uncertainty may reduce business and investor confidence in the energy sector, which could adversely affect our ability to raise capital on favorable terms. We cannot predict the scope, duration, or ultimate impact of current or future trade policies on our business, financial condition, or results of operations.
Current report
The reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect NextNRG’s growth prospects.
Current report
NextNRG’s business plan has been developed, in part, with the expectation that federal and state incentive programs would support the deployment of EV charging infrastructure and distributed energy systems. In 2025, the federal government repealed clean vehicle tax credits under Sections 25E, 30D, and 45W of the Internal Revenue Code for vehicles acquired after September 30, 2025, and enacted the repeal of the Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C for property placed in service after June 30, 2026. Additionally, the Federal Highway Administration rescinded all previously released guidance for the National EV Infrastructure (“NEVI”) formula grant program and suspended state plan approvals, with the President’s fiscal year 2026 budget proposing to cancel $6 billion in IIJA funds for EV charger programs. The loss of these incentive programs may reduce consumer and commercial demand for EV charging solutions, slow the deployment of charging infrastructure nationally, and make NextNRG’s products and services less economically attractive to potential customers. There can be no assurance that replacement incentive programs will be adopted at the federal or state level, or that any such programs will be available on terms favorable to our business.
Current report
NextNRG’s smart microgrid and connected charging infrastructure may be vulnerable to cybersecurity threats that could disrupt operations and expose the Company to liability.
Current report
NextNRG’s smart microgrid platform involves networked energy management systems, IoT-connected devices, and bidirectional communication with the electrical grid. These connected systems present an expanded attack surface for cyber threats, including unauthorized access to grid-connected infrastructure, manipulation of energy management algorithms, ransomware attacks on charging networks, and data breaches involving customer information. A successful cyberattack on NextNRG’s microgrid or charging infrastructure could result in physical damage to connected equipment, disruption of energy services, grid instability in affected areas, regulatory penalties, and significant reputational harm. Evolving cybersecurity regulations applicable to critical infrastructure and grid-connected systems may impose additional compliance costs. There can be no assurance that NextNRG’s cybersecurity measures will be sufficient to prevent all attacks or that the Company will not incur material costs in responding to security incidents.
Current report
We operate in an industry that is often subject to very strict laws, regulations and oversight.
Current report
NextNRG also faces competition in the smart microgrid space from established energy technology companies, utilities developing their own distributed energy programs, and well-funded startups with competing microgrid and vehicle-to-grid platforms. Many of these competitors have existing relationships with utilities and grid operators, established track records of regulatory compliance, and greater technical resources. The evolving nature of standards for microgrid interoperability and wireless charging means that competitors who achieve earlier standardization or certification may gain a significant first-mover advantage that NextNRG may be unable to overcome.
Current report
In addition, NextNRG’s smart microgrid solutions depend on favorable regulatory treatment of distributed energy resources and the willingness of electric utilities to support bidirectional power flows and microgrid interconnection. Regulatory frameworks governing vehicle-to-grid integration are still emerging, and there can be no assurance that utilities or regulators will adopt standards or rate structures that support NextNRG’s business model. Changes in net metering policies, demand response program structures, or interconnection requirements could materially limit the addressable market for NextNRG’s smart microgrid platform. Furthermore, the elimination or reduction of federal incentive programs, as described above, may reduce consumer and commercial demand for EV charging infrastructure, directly impacting demand for NextNRG’s integrated microgrid and charging solutions.
Removed paragraphs (8)
Previous report
The adoption of additional federal or state climate change legislation or regulatory programs to reduce emissions of GHGs could also require us or our suppliers to incur increased capital and operating costs, with resulting impact on product price and demand. The impact of new legislation and regulations will depend on a number of factors, including (i) which industry sectors would be impacted, (ii) the timing of required compliance, (iii) the overall GHG emissions cap level, (iv) the allocation of emission allowances to specific sources, and (v) the costs and opportunities associated with compliance. At this time, we cannot predict the effect that climate change regulation may have on our business, financial condition or operations in the future.
Previous report
We operate in a new industry segment and may be subject to new and existing laws, regulations and oversight
Previous report
On August 22, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Equity Rule”). As reported in its Form 10-Q, the Company’s stockholders’ equity as of June 30, 2023 was approximately $1,799,365. As of June 30, 2024, the Company’s stockholders’ deficit was ($4,833,450). The Staff’s notice had no immediate impact on the listing of the Company’s common stock on Nasdaq.
Previous report
Upon submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February 20, 2024 to comply with this requirement.
Previous report
On February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company that the Staff had determined that the Company did not meet the terms of the extension. Specifically, the Company did not complete its proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.
Previous report
The Company requested an appeal of the Staff’s determination and such hearing occurred on May 2, 2024. At the hearing, the Company presented its plan for regaining compliance with the Equity Rule and requested a further extension to complete the execution of its plan. On May 13, 2024, we received an extension until July 12, 2024, to regain compliance with the Equity Rule.
Previous report
On August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule, as required by the Panel’s decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule 5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3). Instead, the Staff will issue a Delist Determination Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.
Previous report
On January 10, 2025, the Company received a letter from the Staff indicating that the Company no longer complies with Nasdaq rules for continued listing because the Company has not yet held an annual meeting of stockholders within one year after the end of the Company’s fiscal year ended December 31, 2023, as required pursuant to Nasdaq Listing Rule 5620(a) (the “Annual Meeting Requirement”). The Company has 45 calendar days to submit a plan to regain compliance and, if the Staff accepts the Company’s plan, the Staff can grant an exception of up to 180 calendar days from December 31, 2024, or until June 30, 2025, to regain compliance. The Company plans to timely submit such a plan for the Staff’s consideration. There can be no assurance that the Staff will accept the Company’s plan to regain compliance with the Annual Meeting Requirement, or that the Company will evidence compliance with the Annual Meeting Requirement during any extension period that the Staff may grant. If the Staff does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. Prior to receiving the deficiency letter from the Nasdaq regarding the Annual Meeting Requirement, on December 31, 2024, the Company filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A relating to its planned annual meeting of stockholders for the fiscal year ended December 31, 2023. The stockholders meeting for the fiscal year ended December 31, 2024 was held on January 16, 2025. On January 22, 2025, the Company received a letter from the Staff of Nasdaq confirming that the Company has regained compliance with the Annual Meeting Requirement.
Reworded paragraphs (17)
Previous wording
Uncertain geopolitical conditions could adversely affect our results of operations.
Current wording
Uncertain geopolitical conditions and trade policies could adversely affect our results of operations.
Previous wording
Uncertain geopolitical conditions, including the war in Israel and invasion of Ukraine, sanctions, and other potential impacts on this region’s economic environment and currencies, may cause demand for our products and services to be volatile, cause abrupt changes in our customers’ buying patterns, and interrupt our ability to supply products or limit customers’ access to financial resources and ability to satisfy obligations to us. Specifically, terrorist attacks, the outbreak of war, or the existence of international hostilities could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect both the price of our fuel and our ability to obtain fuel.
Current wording
Uncertain and rapidly evolving geopolitical conditions, including ongoing armed conflicts in the Middle East and Ukraine, heightened tensions in the Strait of Hormuz through which approximately 20 million barrels per day of crude oil transit, expanded sanctions regimes, and the imposition of new tariffs and trade restrictions, may cause demand for our products and services to be volatile, cause abrupt changes in our customers’ buying patterns, and interrupt our ability to supply products or limit customers’ access to financial resources and ability to satisfy obligations to us. In particular, U.S. tariff rates have reached their highest levels since World War II, reshaping global trade flows and increasing costs across the energy supply chain. Retaliatory tariffs imposed by trading partners, potential further escalation of trade disputes, and supply chain disruptions resulting from geopolitical realignment could increase our cost of goods, reduce the availability of critical equipment and parts for our fleet and infrastructure, and negatively impact customer demand. Specifically, terrorist attacks, the outbreak or escalation of war, the existence of international hostilities, or the imposition of broad-based trade restrictions could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products, adversely affect both the price of our fuel and our ability to obtain fuel, and disrupt global supply chains upon which we and our suppliers depend.
Previous wording
Future climate change laws and regulations and the market response to these changes may negatively impact our operations.
Current wording
Changes in climate change laws, regulations, and federal energy policy, and the market response to these changes, may negatively impact our operations.
Previous wording
Increased regulation of greenhouse (GHG) emissions, from products such as petroleum and diesel, could impose significant additional costs on us, our suppliers, and our customers. Some states have adopted laws and regulations regulating the emission of GHGs for some industry sectors. Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition.
Current wording
The regulatory landscape governing greenhouse gas (“GHG”) emissions and alternative energy is subject to significant and rapid change. While some states have adopted laws and regulations limiting GHG emissions for certain industry sectors, federal energy policy has shifted meaningfully. Executive Order 14154, “Unleashing American Energy,” signed in January 2025, directed federal agencies to pause certain grant program disbursements under the Infrastructure Investment and Jobs Act (“IIJA”) and the Inflation Reduction Act (“IRA”) pending program reviews. In addition, federal clean vehicle tax credits under Sections 25E, 30D, and 45W of the Internal Revenue Code were repealed for vehicles acquired after September 30, 2025, and the Alternative Fuel Vehicle Refueling Property Tax Credit under Section 30C was repealed for chargers placed in service after June 30, 2026. Proposed rules would also roll back fuel economy standards to model year 2022 levels. These policy reversals could reduce consumer incentives to adopt EVs and alternative fuels, which may adversely affect NextNRG’s addressable market while simultaneously reducing pressure on traditional fuel demand. Conversely, future administrations or state-level action may reimpose or strengthen GHG regulations, which could impose significant additional compliance costs on us, our suppliers, and our customers. Mandatory reporting by our customers and suppliers could have an effect on our operations or financial condition. The unpredictability of the regulatory environment makes long-term planning difficult and could have a material adverse effect on our business, financial condition, and results of operations.
Previous wording
Our current fuel supplier agreements set terms and establishes formulas based on Oil Price Information Service (OPIS) pricing as of the time of wholesale acquisition, and we do not store inventory. OPIS is a leading source for worldwide petroleum pricing. There is a mark-up for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model. Cost of goods sold includes direct labor, including drivers. Our gross margin as a percentage of revenue decreases as a result of increase in fuel costs.
Current wording
Our current fuel supplier agreements set terms and establish formulas based on Oil Price Information Service (“OPIS”) pricing as of the time of wholesale acquisition, and we do not store inventory. OPIS is a leading source for worldwide petroleum pricing. There is a mark-up for retail fuel prices above wholesale cost, per standard practice in the retail fuel distribution model. Cost of goods sold includes direct labor, including drivers. Our gross margin as a percentage of revenue decreases as a result of increase in fuel costs.
Previous wording
We compete with other mobile fuel delivery companies nationwide. There is little to no barrier to entry and therefore, our competition in the industry may grow. Our ability to compete in our current markets and expand to new markets may be negatively impacted by our competitors’ successes. Additionally, fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. In addition, we cannot predict the effect that the development of alternative energy sources might have on our operations. We compete for customers against suppliers of electricity. Electricity is becoming a competitor of fuel. The convenience and efficiency of electricity make it an attractive energy source for vehicle drivers. The expansion of the electric vehicle industry may have a negative impact on our customer base.
Current wording
We compete with other mobile fuel delivery companies nationwide. There is little to no barrier to entry and therefore, our competition in the industry may grow. Our ability to compete in our current markets and expand to new markets may be negatively impacted by our competitors’ successes. Additionally, fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. In addition, we cannot predict the effect that the development of alternative energy sources might have on our operations. We compete for customers against suppliers of electricity. Electricity is becoming a competitor of fuel. The convenience and efficiency of electricity make it an attractive energy source for vehicle drivers. The expansion of the EV industry may have a negative impact on our customer base.
Previous wording
Our current dependence on a single fuel supplier increases our risk of an interruption in fuel supply, impacting our operations.
Current wording
Our current dependence on only a few fuel suppliers increases our risk of an interruption in fuel supply, impacting our operations.
Previous wording
Although we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from two principal suppliers in Florida. We do not have a written agreement with the largest supplier, and as such, if fuel from this source was interrupted, the cost of procuring replacement fuel and transporting that fuel from alternative locations might be materially higher and, at least on a short-term basis, our earnings could be negatively affected. This supplier is also a shareholder in the Company.
Current wording
Although we are in the process of establishing other sources, we currently purchase almost all of our fuel needs from four principal suppliers in the markets in which we operate; as such, if fuel from these sources was interrupted, the cost of procuring replacement fuel and transporting that fuel from alternative locations might be materially higher and, at least on a short-term basis, our earnings could be negatively affected. This supplier is also a shareholder in the Company.
Previous wording
The Company operates in a new industry segment, on-demand mobile fuel delivery, in which new state and local law adoptions are occurring. Effective December 31, 2020, Florida adopted Florida Fire Prevention Code (“Code”) Section 42.12 recognizing and setting various requirements for the consumer on-demand mobile fuel delivery business. Permitting authority is contemplated under an “Authority Having Jurisdiction” (“AHJ”). Other pre-existing Code provisions similarly contemplate AHJ permitting for commercial mobile fueling. Miami-Dade County, where most of our business is conducted, adopted the Code by reference. Unlike some other states and counties, neither Florida nor Miami-Dade County have designated an AHJ for mobile fueling. Miami-Dade’s extensive permitting and fee schedule does not contemplate or assert permitting authority over mobile fueling, consumer or commercial. We may be subject to oversight, including audits, in existing or future areas of operation. If we cannot comply with the Code, or County, State or Federal rules and regulations or the laws, rules and regulations or oversight in areas in which we currently operate or may seek to operate, we could lose the ability to service those areas and our earnings could be affected.
Current wording
Our industry has very strict laws and codes that must be complied with. We are subject to oversight, including audits, in existing or future areas of operation. If we cannot comply with the Code, or County, State or Federal rules and regulations or the laws, rules and regulations or oversight in areas in which we currently operate or may seek to operate, we could lose the ability to service those areas and our earnings could be affected.
Previous wording
NextNRG has a very limited operating history, which makes it difficult to evaluate its business and prospects.
Current wording
NextNRG’s renewable energy business has a very limited operating history, which makes it difficult to evaluate its business and prospects.
Previous wording
NextNRG has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results. NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets. NextNRG’s financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict or are outside of its control, including:
Current wording
NextNRG has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results. NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets. NextNRG’s business strategy centers on its smart microgrid platform and wireless EV charging technology, both of which remain in early stages of commercialization and face significant technical, regulatory, and market adoption risks. Smart microgrids involve the integration of distributed energy resources, energy storage systems, and intelligent load management, which are subject to complex and evolving interconnection standards, utility regulations, and grid reliability requirements enforced by entities such as state public utility commissions and the North American Electric Reliability Corporation (“NERC”). Failure to comply with applicable grid interconnection and reliability standards could result in substantial fines, delays in deployment, or inability to operate in certain jurisdictions. NextNRG’s financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict or are outside of its control, including:
Previous wording
To date, NextNRG has not generated significant revenues or achieved profitability, and may never generate significant revenues or become profitable.
Current wording
To date, NextNRG has not achieved profitability, and may never become profitable.
Previous wording
NextNRG’s revenue growth ultimately depends on consumers’ willingness to adopt electric vehicles with wireless charging capabilities in a market which is still in its early stages.
Current wording
NextNRG’s revenue growth ultimately depends on consumers’ willingness to adopt EVs with wireless charging capabilities in a market which is still in its early stages.
Previous wording
Our common stock is approved for listing on The Nasdaq Capital Market under the symbol “NXXT” and began trading on September 15, 2021. There can be no assurance that an active trading market for our shares will be sustained. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:
Current wording
Our common stock is listed on The Nasdaq Capital Market under the symbol “NXXT.” There can be no assurance that an active trading market for our shares will be sustained. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:
Previous wording
One Chief Executive Officer and Executive Chairman controls approximately 68.14% of our outstanding common stock as of March 25, 2025, and our officers and directors collectively own approximately 80.62% of our outstanding common stock. As a result, these shareholders are able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions, including business combinations. In addition, the conversion of existing convertible notes, occurrence of sales of a large number of shares of our common stock, or the perception that these conversions or sales could occur, may affect our stock price and could impair our ability to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership of our common stock reduce the public float and liquidity of our common stock, which can in turn affect the market price of our common stock.
Current wording
As of April 15, 2026, Mr. Farkas, our Chief Executive Officer and Executive Chairman, controls approximately 48.70% of our outstanding common stock, and our officers and directors collectively own approximately 48.95% of our outstanding common stock. As a result, these shareholders are able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions, including business combinations. In addition, the conversion of existing convertible notes, occurrence of sales of a large number of shares of our common stock, or the perception that these conversions or sales could occur, may affect our stock price and could impair our ability to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership of our common stock reduce the public float and liquidity of our common stock, which can in turn affect the market price of our common stock.
Previous wording
Our Amended and Restated Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company arising pursuant to any provision of the General Corporation Law of Delaware, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. To the extent that any such claims may be based upon federal law claims, Section 27 of the Securities Exchange Act of 1934, as amended, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act of 1933, as amended, provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such, the exclusive jurisdiction clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits. The choice of forum provisions in our Amended and Restated Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. By agreeing to these provisions, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the choice of forum provisions in our Amended and Restated Certificate of Incorporation” to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
Current wording
Our Amended and Restated Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company arising pursuant to any provision of the General Corporation Law of Delaware, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company; or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. To the extent that any such claims may be based upon federal law claims, Section 27 of the Securities Exchange Act of 1934, as amended, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such, the exclusive jurisdiction clauses of our Amended and Restated Certificate of Incorporation would not apply to such suits. The choice of forum provisions in our Amended and Restated Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. By agreeing to these provisions, however, stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation and bylaws has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the choice of forum provisions in our Amended and Restated Certificate of Incorporation” to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
Previous wording
The Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. Michael D. Farkas, the Chief Executive Officer and Executive Chairman of NextNRG, is the holder (through NextNRG) and the beneficial owner of approximately 68.14% of the Company’s common stock and therefore controls a majority of the voting power of the Company’s outstanding common stock and accordingly, he has the ability to determine all matters requiring approval by stockholders. As a result, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:
Current wording
The Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. Mr. Farkas, our Chief Executive Officer and Executive Chairman, is the holder and the beneficial owner of approximately 48.70% of the Company’s common stock and therefore controls a majority of the voting power of the Company’s outstanding common stock and accordingly, he has the ability to determine all matters requiring approval by stockholders. As a result, we qualify for exemptions from certain corporate governance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements: