NEXTNRG, INC.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on August 24, 2026

Registration Statement No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

NextNRG, Inc.

(Exact name of registrant as specified in its charter)

407 Lincoln Road #9F

Miami Beach, FL 33139

(305) 791-1169

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael D. Farkas

Chief Executive Officer

NextNRG, Inc.

407 Lincoln Road #9F

Miami Beach, FL 33139

(305) 791-1169

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory Sichenzia, Esq.

Avital Perlman, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26 th Floor

New York, NY 10036

(212) 930-9700

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell the securities and it is not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 24, 2026

PRELIMINARY PROSPECTUS

112,946,708 Shares of Common Stock

The selling stockholder named in this prospectus (the “selling stockholder”) may use this prospectus to offer and resell from time to time up to an aggregate of 112,946,708 shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable upon the conversion or otherwise pursuant to the terms of 1,000,000 shares of our Series C Convertible Non-Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), which shares are referred to herein as the “Initial Shares” and were issued to the selling stockholder as of August 13, 2026 at the initial closing (the “Initial Closing”) pursuant to that certain Securities Purchase Agreement, dated as of August 13, 2026 (the “Purchase Agreement”), by and between the Company and the selling stockholder. The shares of Common Stock issuable upon the conversion or otherwise pursuant to the terms of the Initial Shares are referred to herein as the “Conversion Shares.”

This prospectus also covers any additional shares of Common Stock that may become issuable upon the conversion of the Initial Shares by reason of stock splits, stock dividends, or other events described in the Certificate of Designation of Preferences, Rights and Limitations of the Series C Preferred Stock (the “Certificate of Designation”). The actual number of Conversion Shares issuable by us pursuant to any conversions of the Initial Shares will vary depending on the then-current market price of our Common Stock and in accordance with the terms and conditions of the Certificate of Designation. The number of Conversion Shares used in this prospectus, assumes a 105% conversion premium, daily accrual of dividends at an annual rate of 12.5% compounded monthly for three years and a conversion price per share of $0.135, which is the Floor Price of the Initial Shares.

We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of the Conversion Shares by the selling stockholder.

The selling stockholder may sell or otherwise dispose of the Conversion Shares in a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell or otherwise dispose of the Conversion Shares covered by this prospectus in the section entitled “Plan of Distribution” on page 12. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Conversion Shares will be borne by the selling stockholder. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Conversion Shares with the Securities and Exchange Commission.

The Common Stock is listed on the Nasdaq Capital Market under the symbol “NXXT”. On August 21, 2026, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $0.23 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus and under similar headings in the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

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