NEXTNRG, INC.
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
NXXT$2.30-1.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023664
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023768
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe 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 21 previous paragraphs and 12 current paragraphs.
5 unchanged; 1 reworded; 6 added; 15 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (6)
Current report
During the three months ended March 31, 2026, and through the date of this Quarterly Report on Form 10-Q, the Company issued the following shares of its common stock in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”):
Current report
On April 6, 2026, the Company issued 243,300 shares of common stock to Leviston Resources, LLC at a price of $0.001 per share, pursuant to the terms of of an existing financing agreement with the holder.
Current report
On April 16, 2026, the Company issued 50,000 shares of common stock to Agile Hudson Partners LLC at a price of $0.40 per share, pursuant to the terms of an existing financing agreement with the holder.
Current report
On April 17, 2026, the Company issued 50,000 shares of common stock to FirstFire Global Opportunities Fund, LLC at a price of $0.40 per share, pursuant to the terms of an existing financing agreement with the holder.
Current report
On April 28, 2026, the Company issued 25,664 shares of common stock to AJB Capital Investments, LLC at a price of $0.40 per share, pursuant to the terms of their Series A preferred shares.
Current report
On April 28, 2026, the Company issued 21,739 shares of common stock to Michael D. Farkas, the Company’s Chief Executive Officer, at a price of $0.40 per share, pursuant to Series B preferred shares. The issuance to Mr. Farkas constitutes a related party transaction.
Removed paragraphs (15)
Previous report
Issuance of Exchange Shares
Previous report
At the Next Closing, the Company issued 100,000,000 Exchange Shares, 50,000,000 of which vested as of February 13, 2025 (the date of the Next Closing), and 50,000,000 of which were subject to vesting or forfeiture, as consideration paid to the Next Holding Shareholders.
Previous report
Series B Convertible Preferred Stock – Distribution – Related Party
Previous report
On February 13, 2025, immediately prior to the consummation of the common control merger, the Company effectuated a non-cash distribution of 1,400,000 shares of Series B convertible preferred stock to its Chief Executive Officer, a related party. The transaction was executed in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and former holder of the Series B shares. Under this arrangement, the CEO had advanced personal funds to NextNRG LLC to facilitate the original acquisition of the shares on behalf of the Company.
Previous report
Stock Issued for Cash and Warrants – Public Offering
Previous report
On February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $15,000,000 ($3/share). In connection with this offering, the Company paid direct offering costs of $1,538,914, resulting in net proceeds of $13,461,086.
Previous report
Additionally, the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $3/share, for a period of 45 days (through March 3, 2025). In connection with this option, the Company issued an additional 75,378 shares of common stock for gross proceeds of $226,134 ($3/share). In connection with this offering, the Company paid direct offering costs of $18,091, resulting in net proceeds of $208,043.
Previous report
Stock Issued for Services
Previous report
During the quarter ended September 30, 2025, the Company issued 410,774 shares of common stock to consultants for services rendered, having a fair value of $1,468,391 ($2.72 - $3.90/share), based upon the quoted closing trading price.
Previous report
Stock Issued as Loan Extension Fee
Previous report
In connection with the extension of a loan, the Company was required to pay a fee of $150,000 in common stock. The Company issued 41,437 shares of common stock ($3.62/share).
Previous report
Series A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock
Previous report
In accordance with the terms of the Company’s Series A and B convertible preferred stock, the Company is required to accrue dividends on a quarterly basis. Similar to the Series A and B convertible preferred stock, dividends are accrued using a fixed conversion price. At December 31, 2024, the Company had accrued dividends totaling $258,271. In the six months ended September 30, 2025, the Company issued 93,576 shares of common stock to settle the outstanding dividends due.
Previous report
Unregistered Equity Issuance – Related Party Conversion
Previous report
On September 18, 2025, the Company approved the issuance of 1,000,000 restricted shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael D. Farkas, in connection with the conversion of $1,670,000 of related party indebtedness pursuant to a Stock Purchase Agreement. The shares are to be issued at a conversion price of $1.67 per share. The issuance was conducted as a private transaction and was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriters were engaged in the transaction, and no underwriting discounts or commissions were paid.
Reworded paragraphs (1)
Previous wording
The issuance of the above securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.
Current wording
Each of the issuances described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Each recipient represented to the Company that it was an “accredited investor” as defined in Rule 501(a) of Regulation D, was acquiring the securities for investment and not with a view to, or for resale in connection with, any distribution thereof, and had access to information about the Company sufficient to make an informed investment decision. The book-entry positions representing the shares are subject to customary restrictive legends under the Securities Act. No underwriting discounts or commissions were paid in connection with these issuances, and there was no general solicitation or advertising.