NEXTNRG, INC.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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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.
Jun 30, 2026 · Filed Aug 13, 2026
NXXT$2.30-1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023768
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037738
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 310 previous paragraphs and 415 current paragraphs.
262 unchanged; 26 reworded; 120 added; 20 removed; 2 previous and 7 current paragraphs rearranged.
Tables are not compared: 54 previous and 61 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 (120)
Current report
Receivables Agreement
Current report
On March 9, 2026, the Company entered into a Future Receivables Sale and Purchase Agreement (the “Receivables Agreement”), dated as of March 5, 2026, with Funderzgroup LLC DBA Monetafi (the “Purchaser”). Pursuant to the Receivables Agreement, the Company agreed to sell to the Purchaser 6.87% (the “Specified Percentage”) of the Company’s future receipts until $2,772,000 (the “Purchased Amount”) has been delivered to the Purchaser. In consideration, the Purchaser paid $2,100,000 to the Company, less applicable fees in the amount of $105,035. The Company agreed to deliver to the Purchaser a fixed amount, initially equal to $231,000 on a biweekly basis, that the parties agreed to be a good faith approximation of the Specified Percentage of the future receipts.
Current report
As security for payment and performance of the Company’s obligations, the Company granted the Purchaser a first-priority lien on all of the Company’s accounts, including, but not limited to, deposit accounts, accounts receivable, other receivables and inventory. Upon the occurrence of an event of default, the entire unpaid portion of the Purchased Amount becomes immediately due, together with specified damages, and bears simple interest at a rate of 9% per annum from the default date until paid in full. The Receivables Agreement does not have a fixed duration and will expire on the date on which the Purchased Amount and all other sums due to the Purchaser are paid in full.
Current report
Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board of Directors and a significant stockholder, personally guaranteed the Company’s obligations under the Receivables Agreement. The Company accounts for the Receivables Agreement as debt in accordance with ASC 470. As of June 30, 2026, the outstanding balance under the Receivables Agreement was $664,988.
Current report
Leviston SPA
Current report
On April 1, 2026, the Company and Leviston Resources, LLC (“Leviston”) entered into a Securities Purchase Agreement dated as of April 1, 2026 (the “Leviston SPA”), pursuant to which the Company agreed to sell, and Leviston agreed to purchase, 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. The Leviston Note carries an original issue discount of $172,444. The Company also incurred debt issuance costs of $15,000 in connection with the Leviston Note. Pursuant to the terms of the Leviston SPA, the Company agreed to issue 243,300 shares of the Company’s common stock to Leviston as additional consideration for the Leviston Note. Such shares were issued on April 1, 2026.
Current report
Leviston has rollover rights and piggyback registration rights pursuant to the terms of the Leviston SPA. In addition, until the later of (i) October 1, 2027 or (ii) the date that the balance due under the Leviston Note is paid in full, Leviston has a right of participation in, and a right of first refusal regarding, any financing transaction. The Company has also granted Leviston “most favored nation” rights for so long as any obligations remain outstanding under the transaction documents.
Current report
The Leviston SPA contains customary representations, warranties and covenants for a transaction of this type.
Current report
The transactions that were the subject of the Leviston SPA closed on April 1, 2026.
Current report
Leviston Note
Current report
The Leviston Note bears interest at a rate of 10% and matures on October 1, 2026. Interest is guaranteed for the entirety of the six-month term of the Leviston Note, regardless of any reduction of the principal amount, conversion or prepayment. The Leviston Note is a senior secured obligation of the Company, with first priority over all current and future indebtedness; provided, however, that the Company may close equipment financing, with such financing secured by first priority lien(s) against the equipment being financed and second priority lien(s) (behind Leviston’s security interest) against the Company’s other assets. The Company’s obligations under the Leviston Note are secured pursuant to the terms of the Pledge and Security Agreement, dated as of April 1, 2026, by and between the Company and Leviston (the “Leviston Security Agreement”).
Current report
The Leviston Note is convertible into shares of the Company’s common stock only upon and following an Event of Default (as defined in the Leviston Note), at the option of Leviston. Upon an Event of Default, Leviston may convert any portion of the outstanding principal, accrued interest, default interest, and a fixed conversion fee of $1,950 per conversion into common stock. The conversion price will be equal to 80% of the average of the three lowest daily volume-weighted average prices (VWAP) of the common stock during the 15 trading days immediately preceding the conversion date, subject to a floor price of $0.10 per share.
Current report
The Leviston Note contains an equity blocker that prohibits Leviston from converting the Leviston Note if such conversion would result in Leviston and its affiliates beneficially owning more than 4.99% of the Company’s outstanding common stock; provided, however, that Leviston may elect to increase this limitation to 9.99% upon 61 days’ prior notice to the Company, or immediately if Leviston is not subject to the reporting requirements of Section 13 of the Exchange Act.
Current report
In addition, the Leviston Note contains a hard cap on the number of shares issuable to Leviston at 19.99% of the outstanding shares. Pursuant to the terms of the Leviston Note, the parties agreed that, notwithstanding any other conversion, adjustment or other provision, the Company may not issue a cumulative number of shares of common stock to Leviston and its affiliates pursuant to the Leviston Note and the other transaction documents that would exceed the 19.99% limitation set forth in the Nasdaq Stock Market’s (“Nasdaq”) Listing Rule 5635(d), unless the Company obtains stockholder approval to exceed such threshold in accordance with Nasdaq rules.
Current report
The Company may prepay the Leviston Note at any time prior to October 1, 2026; provided, however, that (i) if the prepayment date occurs within 60 days of April 1, 2026, the Company must pay Leviston the outstanding principal amount, all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and any other amounts due under the Leviston Note, with no prepayment premium; and (ii) if the prepayment date occurs after 60 days from April 1, 2026, the Company must pay Leviston 110% multiplied by the sum of (a) the outstanding principal amount, (b) all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and (c) any other amounts due under the Leviston Note.
Current report
The Leviston Note contains customary Events of Default, the occurrence of which grant Leviston, among other things, the right to accelerate the entire unpaid balance of the Leviston Note. Upon the occurrence of an Event of Default, the Leviston Note provides that, among other things, all outstanding obligations under the Leviston Note and related transaction documents, including principal, accrued interest, monitoring fees, and legal expenses, will automatically increase to 150% of the then-outstanding balance. Additionally, all outstanding obligations will accrue interest at a default rate equal to the lesser of 18% per annum or the maximum rate permitted by law.
Current report
On April 1, 2026, the Company issued the Leviston Note in favor of Leviston pursuant to the terms of the Leviston SPA.
Current report
On May 29, 2026, the Company repaid the Leviston Note in full, including outstanding principal of $1,724,444 and guaranteed interest of $86,222, in the aggregate amount of $1,810,666, together with a penalty of $91,222 (for total cash payments of $1,901,888). As a result, the Company’s obligations under the Leviston Note and the Leviston Security Agreement have been satisfied and the security interest granted thereunder has terminated.
Current report
Leviston Security Agreement
Current report
On April 1, 2026, in connection with the issuance of the Leviston Note, the Company and Leviston entered into the Leviston Security Agreement. dated as of April 1, 2026. Pursuant to the terms of the Leviston Security Agreement, the Company granted to Leviston a continuing, first-priority security interest in substantially all of its assets to secure the prompt payment and performance of its obligations under the Leviston Note and related transaction documents. The collateral includes, but is not limited to, the Company’s accounts, inventory, equipment, general intangibles, deposit accounts, and 100% of the equity interests in the Company’s directly owned subsidiaries (the “Pledged Equity”). The Company is subject to negative covenants that, subject to certain exceptions, prohibit the sale, lease, or encumbrance of the collateral without Leviston’s prior written consent. Upon the occurrence and during the continuance of an Event of Default, Leviston may, among other remedies: (i) accelerate all obligations and take possession of the collateral; (ii) exercise all voting and consensual rights pertaining to the Pledged Equity; (iii) appoint a receiver over the Company’s assets; and/or (iv) sell the collateral at public or private sales to satisfy the outstanding debt.
Current report
The security interest will terminate only upon the full satisfaction or termination of the Company’s obligations under the Leviston Note.
Current report
The Leviston Security Agreement contains customary representations, warranties and covenants for a transaction of this type.
Current report
Cashera Business Loan and Security Agreement
Current report
On April 7, 2026, the Company and Cashera Private Credit Inc. (“Cashera”) entered into a Business Loan and Security Agreement (the “Cashera Loan Agreement”), dated as of April 1, 2026, pursuant to which Cashera provided a term loan to the Company in the principal amount of $750,000 (the “Cashera Loan”). The Company received net disbursement proceeds of $712,500 after deduction of a $37,500 origination fee. The Cashera Loan carries a total interest expense of $300,000, resulting in a total repayment obligation of $1,050,000. The Cashera Loan is scheduled to be repaid in 24 weekly installments of $43,750, beginning immediately following disbursement, with a maturity date of October 1, 2026. The annual percentage rate for the Cashera Loan is approximately 173.06%.
Current report
The Cashera Loan is secured by a first-priority security interest in substantially all of the Company’s assets, including accounts, inventory, equipment, deposit accounts and intellectual property. Additionally, the Cashera Loan is personally guaranteed by Michael D. Farkas, the Company’s Chief Executive Officer, Chairman of the Board and substantial stockholder, and cross-guaranteed by NextNRG Ops LLC, a wholly owned subsidiary of the Company.
Current report
The Cashera Loan Agreement contains various restrictive covenants, including a prohibition on taking additional debt without Cashera’s prior written consent and a notification requirement if its bank account balances fall below 33% of the balance represented at the time of funding. If the Company takes additional debt without prior written consent, the Company will incur a $75,000 stacking fee for each occurrence.
Current report
Upon an event of default, Cashera may, among other things, (i) accelerate the entire unpaid balance, (ii) charge a default fee equal to 25% of the outstanding balance, (iii) take possession of and sell the collateral, and/or (iv) file a confession of judgment in the State of Utah, allowing for the summary entry of a legal judgment without trial.
Current report
The Cashera Loan Agreement contains representations, warranties and covenants as set forth therein.
Current report
Agile Hudson Securities Purchase Agreement
Current report
On April 17, 2026, the Company entered into a Securities Purchase Agreement (the “Agile Hudson SPA”), dated as of April 15, 2026, with Agile Hudson Partners LLC (“Agile Hudson”), pursuant to which the Company issued a secured promissory note in the aggregate principal amount of $275,000 (the “Agile Hudson Note”) to Agile Hudson. The Agile Hudson Note was issued with an original issue discount of $25,000, resulting in a purchase price of $250,000. As additional consideration, the Company issued 50,000 shares of common stock (the “Agile Hudson Commitment Shares”) to Agile Hudson on April 17, 2026.
Current report
If, at any time after the date of the Agile Hudson SPA, the Company’s common stock would be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act (the “Trigger Date”), then the remaining Agile Hudson Commitment Shares held by Agile Hudson as of the Trigger Date (the “Remaining Agile Hudson Commitment Shares”) will automatically be deemed cancelled and extinguished and the Company will pay to Agile Hudson on the Trigger Date an amount in cash equal to the number of Remaining Agile Hudson Commitment Shares multiplied by $0.35 (subject to adjustment as set forth in the Agile Hudson SPA).
Current report
Until the later of October 15, 2027, or the date that the Agile Hudson Note is extinguished in its entirety, Agile Hudson has a right of participation in any future Company equity or debt offering as set forth in the Agile Hudson SPA. Agile Hudson also has piggyback registration rights and “most favored nation” rights for so long as any obligations remain outstanding under the Agile Hudson Note.
Current report
In order to ensure compliance with Nasdaq Listing Rule 5635(d), the Company agreed to seek stockholder approval, on or before October 15, 2027, to issue to Agile Hudson over 10,000,000 shares of common stock (the “Exchange Cap”).
Current report
The Agile Hudson SPA contains customary representations, warranties and covenants for a transaction of this type. Additionally, pursuant to the terms of the Agile Hudson SPA, the Company is subject to a negative covenant prohibiting the Company from effectuating or entering into any agreement involving a “Variable Rate Transaction” (as hereinafter defined) until the later of (i) October 15, 2027, or (ii) such time as the Agile Hudson Note is extinguished in its entirety. A “Variable Rate Transaction” includes any issuance or sale of debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, shares of the Company’s common stock at a price that (A) varies with the trading prices of the common stock after the initial issuance or (B) is subject to a reset at a future date or upon the occurrence of specified or contingent events. The term also encompasses the entry into an equity line of credit or similar agreement where securities may be issued at a future determined price, other than an equity line of credit with Hudson Global Ventures, LLC.
Current report
The transactions that were the subject of the Agile Hudson SPA closed on April 17, 2026.
Current report
Agile Hudson Note
Current report
The Agile Hudson Note carries a one-time guaranteed interest charge of 10% (equal to $27,500), which was earned in full upon issuance, and matures on April 15, 2027 (the “Agile Hudson Maturity Date”).
Current report
The Company’s obligations under the Agile Hudson Note are secured by a security interest in the Company’s assets pursuant to the Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. (NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp., the “Guarantors” and collectively with the Company, the “Debtors”), and Agile Hudson (the “Agile Hudson Security Agreement”). The Agile Hudson Note ranks pari passu with the Company’s existing secured debt held by Leviston Resources, LLC (“Leviston”) and FirstFire Global Opportunities Fund, LLC (“FirstFire”).
Current report
Beginning six months after the issuance date, Agile Hudson has the right to convert all or any portion of the outstanding principal and interest into shares of the Company’s common stock. The conversion price is a variable market price equal to 80% of the average of the three lowest volume-weighted average prices during the 15 trading days immediately preceding the conversion date, subject to a floor price of $0.10 per share. The Agile Hudson Note includes an equity blocker that prohibits Agile Hudson from owning more than 4.99% (or up to 9.99% upon notice) of the Company’s outstanding common stock. In addition, shares issuable under the Agile Hudson Note will be limited to the Exchange Cap unless the Company has received stockholder approval as set forth in the Agile Hudson SPA.
Current report
The Company may prepay the Agile Hudson Note at any time prior to the Agile Hudson Maturity Date. Prepayment during the first 60 days requires a payment of 100% of the principal and interest; thereafter, the prepayment amount increases to 110%. Additionally, Agile Hudson has the right to require the Company to apply up to 100% of proceeds from future debt or equity financings to repay the Agile Hudson Note.
Showing the first 40 of 120 passages. Open the source sections for the rest.
Removed paragraphs (20)
Previous report
Promissory Note, dated as of December 26, 2024
Previous report
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.
Previous report
Promissory Note, dated as of January 15, 2025
Previous report
On January 15, 2025, the Company and Alcourt LLC (“Alcourt”) entered into a promissory note (the “Alcourt Note”) for the sum of $1,000,000 to be used for the Company’s working capital needs, including without limitation, the purchase of equipment. The Alcourt Note was issued with an original issue discount of $50,000. The unpaid principal balance of the Alcourt Note has a fixed rate of interest of 15% per annum. Unless the Alcourt Note is otherwise accelerated or extended in accordance with the terms and conditions therein, the balance of the Alcourt Note, along with accrued interest, will be due and payable in full on April 15, 2025 (“Maturity Date”). If the Alcourt Note is not repaid by the Maturity Date, for any reason whatsoever, the Company will issue shares of the Company’s common stock with a then current value of $500,000 to Alcourt (the “Extension Fee”). The shares will be valued based on the greater of: (i) the closing price of the Company’s common stock on the Maturity Date; or (ii) $1.00 per share; if the Company’s common stock is trading below $1.00 per share, Alcourt can elect to receive the Extension Fee of $500,000 in cash. The Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $500,000 worth of shares of Company common stock to Alcourt if the Alcourt Note is not repaid on or before April 15, 2025. Upon payment of the Extension Fee, the Maturity Date shall be extended until July 15, 2025. Additionally, if the Alcourt Note is paid at any time after the initial Maturity Date, the Company shall pay a $50,000 termination fee together with the repayment of the principal, accrued unpaid interest, and any other charges due to Alcourt. No shares of the Company shall be issued without the Company first receiving shareholder approval. The Company has commenced the process of obtaining shareholder approval as soon as reasonably practicable after execution of the Alcourt Note. The note was repaid in full in February 2025.
Previous report
Shareholder Approval
Previous report
On January 15, 2025, the holders of a majority of the Company’s voting capital stock approved the following corporate actions via written consent (the “Authorizations”):
Previous report
(i) the possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note, dated as of January 15, 2025, by and between the Company and Alcourt, in the event that such note is not repaid by April 15, 2025 (this note was repaid in full in February 2025);
Previous report
(ii) the possible issuance of $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December 26, 2024, by and between the Company and Gad, as amended by that certain amendment to promissory note, dated as of January 15, 2025, in the event that such promissory note is not repaid on or before February 23, 2025 (the note was extended to March 23, 2025); and
Previous report
(iii) the possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024, respectively.
Previous report
Such consents were obtained in compliance with Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require, in relevant part, that the Company may not issue shares of its common stock (or securities convertible into or exercisable for common stock) in other than public offerings or in connection an acquisition without stockholder approval if the aggregate number of shares of common stock issued would be equal to or greater than 20% of the Company’s issued and outstanding shares of common stock as of the date of issuance. The Company filed with the Commission, and disseminated to its stockholders, a definitive information statement in respect of the Authorizations.
Previous report
Cost of Sales
Previous report
We incurred operating expenses of $10,734,480 during the three months ended March 31, 2026, compared to $5,538,505 during the prior year, representing an increase of $5,195,975. This increase was primarily due to a stock based compensation expense of $7,859,677, partially offset by cost cutting measures by the Company, resulting in the ability to maintain steady operating expenses while scaling revenue.
Previous report
March 31, 2026 and 2025:
Previous report
Cash and cash equivalents decreased year over year. The primary drivers of this increase were the Company’s net loss from operations and repayment of outstanding debt positions throughout the period.
Previous report
During the three months ended March 31, 2026 and 2025 net cash used by investing activities was $0.
Previous report
Net cash provided by financing activities decreased significantly from $6,276,655 in the three months ended March 31, 2025 to $1,972,799 in 2026. This decrease reflects a decrease in proceeds from notes payable and from common stock issued for cash, partially offset by a decrease in repayments of notes payable.
Previous report
Cost of Sales
Previous report
Basic Earnings Per Share (EPS)
Previous report
Diluted Earnings Per Share (EPS)
Previous report
ASU 2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures
Reworded paragraphs (26)
Previous wording
The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking statements made by or on behalf of NextNRG, Inc. (“NextNRG,” “we,” “us,” “our,” or the “Company”). The Company and its representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders or potential stockholders. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties can be found in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as the same may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.
Current wording
The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking statements made by or on behalf of NextNRG, Inc. (“NextNRG,” “we,” “us,” “our,” or the “Company”). The Company and its representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders or potential stockholders. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties can be found in Part I, Item 1A, “Risk Factors,” of Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, as the same may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.
Previous wording
The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our unaudited condensed consolidated operating results and financial condition. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and the notes thereto included in this Quarterly Report on Form 10-Q, as well as our other reports filed with the SEC from time to time, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2025.
Current wording
The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our unaudited condensed consolidated operating results and financial condition. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and the notes thereto included in this Quarterly Report on Form 10-Q, as well as our other reports filed with the SEC from time to time, including, but not limited to, Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2025.
Previous wording
NextNRG’s mobile fueling solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial fleets, and specialty vehicles at homes, workplaces, and job sites. Leveraging digital technology and GPS-based systems, this service responds to the increasing preference for home and workplace product deliveries. Particularly, our fleet services are experiencing significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and reduce downtime. For the three months ended March 31, 2026 and the year ended December 31, 2025, we derived all of our revenues from mobile fuel deliveries.
Current wording
NextNRG’s mobile fueling solution is an on-demand and subscription fuel delivery service that brings fuel directly to consumers, commercial fleets, and specialty vehicles at homes, workplaces, and job sites. Leveraging digital technology and GPS-based systems, this service responds to the increasing preference for home and workplace product deliveries. Particularly, our fleet services are experiencing significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize operations and reduce downtime. For the six months ended June 30, 2026 and the year ended December 31, 2025, we derived the majority of our revenues from mobile fuel deliveries.
Previous wording
For the three months ended March 31, 2026 and 2025, we generated revenues of $21,059,130 and $16,272,673, respectively, and reported a net loss of $5,111,370 and $8,937,999, respectively, and cash flows used in operating activities of $[15,168,347] and $5,771,840, respectively. As noted in our unaudited condensed consolidated financial statements, as of March 31, 2026, we had an accumulated deficit of $159,080,034.
Current wording
For the three months ended June 30, 2026 and 2025, we generated revenues of $27,747,948 and $19,691,568, respectively, and reported a net loss of $6,613,514 and $36,133,275, respectively. For the six months ended June 30, 2026 and 2025, we generated revenues of $48,807,078 and $35,964,241, respectively, and reported a net loss of $17,380,006 and $45,071,274, respectively, and cash flows used in operating activities of $4,635,804 and $6,336,312, respectively. As noted in our unaudited condensed consolidated financial statements, as of June 30, 2026, we had an accumulated deficit of $171,454,754.
Previous wording
The following table sets forth our results of operations for the three months ended March 31, 2026 and 2025:
Current wording
The following table sets forth our results of operations for the three months and six months ended June 30, 2026 and 2025:
Previous wording
Depreciation and amortization expense saw an increase in the three months ended March 31, 2026, compared to the same period in 2025. This increase was primarily due to the purchase of additional trucks during the year ended December 31, 2025.
Current wording
Depreciation and amortization expense saw a decrease in the three months ended June 30, 2026, compared to the same period in 2025. This decrease was primarily due to the disposal of certain fixed assets between June 30, 2025 and June 30, 2026.
Previous wording
Other expense consisted of the following:
Current wording
Other expense consisted of the following for the three months ended June 30, 2026 and 2025:
Previous wording
The Company’s other expense, net, decreased in the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The primary drivers were a decrease in interest expense, partially offset by a decrease in other income. Below is a detailed breakdown of the major components.
Current wording
The Company’s other expense, net, decreased in the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The primary drivers were an increase in gain (loss) on settlement of liabilities and a decrease in interest expense (including amortization of debt discount). Below is a detailed breakdown of the major components.
Previous wording
There was a decrease of $2,642,801 in interest expense from $3,323,397 in the three months ended March 31, 2025 to only $680,596 in the three months ended March 31, 2026.
Current wording
There was a decrease of $1,640,302 in interest expense from $4,319,031 in the three months ended June 30, 2025 to $2,678,729 in the three months ended June 30, 2026.
Previous wording
Cost of sales rose in the three months ended March 31, 2026, compared to the three months ended March 31, 2025, in line with the higher sales volumes and expanded market coverage. Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing, higher-margin sales, and operational efficiencies. Key factors influencing cost of sales included:
Current wording
Cost of sales rose in the six months ended June 30, 2026, compared to the six months ended June 30, 2025, in line with the higher sales volumes and expanded market coverage. Despite the increase in absolute costs, gross profit improved, reflecting disciplined pricing, higher-margin sales, and operational efficiencies. Key factors influencing cost of sales included:
Previous wording
Adjusted EBITDA and average fuel margin per gallon are non-GAAP financial measures which we use in our financial performance analyses. These measures should not be considered a substitute for GAAP-basis measures, nor should they be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of our financial results. We also believe that the presentation of average fuel margin per gallon, a non-GAAP financial measure calculated by subtracting cost of sales specific to fuel purchases and merchant fees from net sales and dividing it by the number of gallons delivered in the reporting period. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.
Current wording
Adjusted EBITDA is a non-GAAP financial measure which we use in our financial performance analyses. This measure should not be considered a substitute for GAAP-basis measures, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization, impairment of goodwill, other intangibles and fixed assets, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.
Previous wording
The following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three months ended
Current wording
The following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:
Previous wording
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had cash of $208,048 and $2,116,932 as of March 31, 2026 and 2025, respectively.
Current wording
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had cash of $883,696 and $384,140 as of June 30, 2026 and 2025, respectively.
Previous wording
Our cash balances at March 31, 2026 were as follows:
Current wording
Our cash balances at June 30, 2026 and December 31, 2025 were as follows:
Previous wording
Net cash used in operating activities was $2,148,891 for the three months ended March 31, 2026, which was made up primarily by the net loss of $6,971,820 and offset by non-cash adjustments for a net amount of $8,617,601, most notably including an expense of $7.9 million related to stock issued for services. Net cash used in operating activities was $5,771,840 during the three months ended March 31, 2025, which was made up primarily by the net loss of $8,937,999 and offset by non-cash adjustments for a net amount of $3,166,159.
Current wording
Net cash used in operating activities was $4,567,606 for the six months ended June 30, 2026, primarily composed of the net loss of $17,391,194, offset by non-cash adjustments for a net amount of $12,823,588, most notably including an expense of $9,256,434 related to stock issued for services. Net cash used in operating activities was $6,336,312 for the six months ended June 30, 2025, primarily composed of the net loss of $45,071,274, offset by non-cash adjustments for a net amount of $38,734,962.
Previous wording
The Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund its operations. As a result, the Company has relied on equity and debt financings to fund its activities to date. For the three months ended March 31, 2026, the Company had a net loss of $10,766,492. At March 31, 2026, the Company had an accumulated deficit of $164,735,156. The Company anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future.
Current wording
The Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund its operations. As a result, the Company has relied on equity and debt financings to fund its activities to date. For the six months ended June 30, 2026, the Company had a net loss of $17,380,007. At June 30, 2026, the Company had an accumulated deficit of $171,465,942. The Company anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future.
Previous wording
As reflected in the accompanying unaudited condensed consolidated financial statements, for the three months ended March 31, 2026, the Company had:
Current wording
As reflected in the accompanying unaudited condensed consolidated financial statements, for the six months ended June 30, 2026, the Company had:
Previous wording
We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $208,048 at March 31, 2026.
Current wording
We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $883,696 at June 30, 2026.
Previous wording
The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment, we performed a comprehensive analysis of our current circumstances including our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.
Current wording
The Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. In making this assessment, we performed a comprehensive analysis of our current circumstances including our financial position, our cash flows and cash usage forecasts for the twelve months ending June 30, 2027, and our current capital structure including equity-based instruments and our obligations and debts.
Previous wording
Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, and expenses. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and those differences may be material.
Current wording
Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, and expenses. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and those differences may be material.
Previous wording
Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single segment. The Company has determined that it operates as two reportable segments, as its CODM reviews the business as a whole rather than by distinct business components.
Current wording
Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a company’s business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single segment. The Company has determined that it operates as two reportable segments, as its CODM reviews the business based on these two distinct business components.
Previous wording
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.
Current wording
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may differ from these estimates, and such differences could be material.
Previous wording
Significant estimates for the three months ended March 31, 2026, and 2025, respectively, include:
Current wording
Significant estimates for the three and six months ended June 30, 2026, and 2025, respectively, include:
Previous wording
For the three months ended March 31, 2026 and 2025, the Company did not record any impairment losses.
Current wording
For the three and six months ended June 30, 2026 and 2025, the Company did not record any impairment losses.
Previous wording
In accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the three months ended March 31, 2026, and 2025.
Current wording
In accordance with ASC 360-10-35, the Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not be recoverable. No impairments of ROU assets were recognized for the three and six months ended June 30, 2026, and 2025.
Previous wording
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.
Current wording
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires additional disclosures of certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impact this update will have on our annual disclosures; however, it will not impact our financial condition, results of operations, or cash flows.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Revenues for the six months ended June 30, 2026 increased significantly compared to the six months ended June 30, 2025. This growth was primarily attributable to a rise in gallons delivered as well as an uptick in the average price per gallon. Several factors contributed to this performance:
Current report — wording carried from elsewhere
Depreciation and amortization expense saw an increase in the six months ended June 30, 2026, compared to the same period in 2025.
Current report — wording carried from elsewhere
Other expense consisted of the following for the six months ended June 30, 2026 and 2025:
Current report — wording carried from elsewhere
The Company’s other expense, net, decreased in the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The primary drivers were an increase in gain (loss) on settlement of liabilities and a decrease in interest expense (including amortization of debt discount). Below is a detailed breakdown of the major components.
Current report — wording carried from elsewhere
Interest Expense (including amortization of debt discount)
Current report — wording carried from elsewhere
Interest expense in both periods was primarily due to:
Current report — wording carried from elsewhere
Our net loss decreased in the six months ended June 30, 2026, as a result of the categories discussed above. Overall, the increase in revenues, driven by both volume and pricing, showcased the Company’s successful market expansion and deepening fleet partnerships. While costs of sales naturally rose with higher delivery volumes, disciplined operational execution and strategic pricing helped improve gross profit and maintain steady operating costs to improve net loss. Ongoing cost-optimization initiatives further reduced operating expenses, though the Company continues to invest in talent and technology to fuel long-term growth.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
In March 2022, the FASB issued ASU 2022-02, which:
Previous report — wording carried elsewhere
The Company adopted ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.