NEXTNRG, INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended June 30, 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”):

On April 1, 2026, as additional consideration in connection with issuance of a promissory note, the Company issued 243,300 shares of common stock to Leviston Resources, LLC at a fair value of$91,151.

On April 17, 2026, in connection with entry into securities purchase agreements, the Company issued 50,000 shares of common stock to each of Agile Hudson Partners LLC and FirstFire Global Opportunities Fund, LLC at a fair value of $40,825.

On April 28, 2026, the Company issued 25,664 shares of common stock to AJB Capital Investments, LLC upon conversion of the Company’s Series A convertible preferred shares, at a conversion price of $2.21 per share.

On April 28, 2026, the Company issued 21,739 shares of common stock to Michael D. Farkas, the Company’s Executive Chairman, Chief Executive Officer, and a significant stockholder of the Company, upon conversion of the Company’s Series B convertible preferred shares, at a conversion price of $1.93 per share.

On May 27, 2026, the Company issued 10,000,000 shares of common stock to an institutional investor at a purchase price of $0.64 per share, for aggregate gross proceeds of $6,400,000.

On June 16, 2026, the Company agreed to issue 260,000 shares of common stock to Michael D. Farkas, the Company’s Chief Executive Officer and Executive Chairman and a significant stockholder of the Company, at a price of $0.386 per share, for an aggregate purchase price of $100,360, which was paid through the cancellation of $100,360 in liabilities owed to Mr. Farkas under a promissory note dated March 7, 2024.

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.