NEXTNRG, INC.
For the period ended Mar 31, 2025. Filed May 21, 2025.
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, 2025 · Filed May 21, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001493152-24-045196
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-21.
0001641172-25-011826
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 10 previous paragraphs and 19 current paragraphs.
4 unchanged; 0 reworded; 15 added; 6 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 (15)
Current report
As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as updated from time to time.
Current report
Issuance of Exchange Shares
Current 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.
Current report
Series B Convertible Preferred Stock – Distribution – Related Party
Current 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.
Current report
Stock Issued for Cash and Warrants – Public Offering
Current 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.
Current 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.
Current report
Stock Issued for Services
Current report
During the quarter ended March 31, 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.
Current report
Stock Issued as Loan Extension Fee
Current 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).
Current report
Series A and B – Preferred Stock Dividends Payable in Common Stock
Current report
In accordance with the terms of the Company’s Series A and B 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 three months ended March 31, 2025, the Company issued 93,576 shares of common stock to settle the outstanding dividends due.
Current report
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.
Removed paragraphs (6)
Previous report
Not Applicable.
Previous report
Not applicable.
Previous report
Not Applicable.
Previous report
Item 5. Other Information.
Previous report
Not applicable.