NEXTNRG, INC. Files 8-K on Material Agreement & Equity Sales

TL;DR

NEXTNRG filed an 8-K for a new deal and equity sales. Watch closely.

AI Summary

On October 24, 2025, NEXTNRG, INC. filed an 8-K detailing a material definitive agreement and unregistered sales of equity securities. The company, formerly known as EzFill Holdings Inc., is incorporated in Delaware and operates in the auto dealers & gasoline stations sector.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and the issuance of equity, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-40809 — SEC File Number (Identifies the company's filing with the SEC.)
• 84-4260623 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• NEXTNRG, INC. (company) — Registrant
• EzFill Holdings Inc. (company) — Former company name
• October 24, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 5500 (sic_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share NXXT Nasdaq Ca
• $11,800,000 — gate original principal amount of up to $11,800,000 (the "Notes"), which are convertible in
• $5.00 — Common Stock, with an exercise price of $5.00 (the "Warrants). In connection with the
• $1,180,000 — gate original principal amount of up to $1,180,000 (the "Due Diligence Notes") and due dil
• $2,950,000 — es in the aggregate principal amount of $2,950,000, Warrants to purchase up to 750,000 sha
• $295,000 — es in the aggregate principal amount of $295,000 and Due Diligence Warrants to purchase
• $2,500,000 — "Initial Closing").The Company received $2,500,000 gross proceeds at the Initial Closing,
• $1,475,000 — es in the aggregate principal amount of $1,475,000, Warrants to purchase up to 375,000 sha
• $147,500 — es in the aggregate principal amount of $147,500 and Due Diligence Warrants to purchase
• $1,250,000 — s of Common Stock. The Company received $1,250,000 gross proceeds at that closing, which r
• $1.82 — y the Company at that closing, which is $1.82 per share of Common Stock, all other te

Filing Documents

• form8-k.htm (8-K) — 41KB
• 0001493152-25-019307.txt ( ) — 203KB
• nxxt-20251024.xsd (EX-101.SCH) — 3KB
• nxxt-20251024_lab.xml (EX-101.LAB) — 33KB
• nxxt-20251024_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2025 NEXTNRG, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 67 NW 183rd Street , Miami , Florida 33169 (Address of principal executive offices, including Zip Code) (305) 791-1169 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share NXXT Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company 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 13(a) of the Exchange Act. Item 1.01 Entry into Material Definitive Agreement As previously disclosed, on September 8, 2025, NextNRG, Inc. (the "Company") entered into securities purchase agreement (the "Purchase Agreement"), with an accredited investor (the "Investor"). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principal amount of up to $11,800,000 (the "Notes"), which are convertible into shares of common stock, par value $0.0001 per share, of the Company ("Common Stock"), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $5.00 (the "Warrants). In connection with the transaction contemplated in the Purchase Agreement, the Company also agreed to issue to another accredited investor, who is a consultant of the Investor, due diligence notes, in the aggregate original principal amount of up to $1,180,000 (the "Due Diligence Notes") and due diligence warrants to purchase up to 300,000 shares of Common Stock, subject to adjustment as provided in the due diligence warrants (the "Due Diligence Warrants"). The initial closing was on September 8, 2025, where the Company issued Notes in the aggregate principal amount of $2,950,000, Warrants to purchase up to 750,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $295,000 and Due Diligence Warrants to purchase up to 75,000 shares of Common Stock (the "Initial Closing").The Company received $2,500,000 gross proceeds at the Initial Closing, which reflects an original issue discount of 18% on the Notes. As also previously disclosed, on October 3, 2025, the Company and the Investor consummated an additional closing and the Company issued Notes in the aggregate principal amount of $1,475,000, Warrants to purchase up to 375,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $147,500 and Due Diligence Warrants to purchase up to 37,500 shares of Common Stock. The Company received $1,250,000 gross proceeds at that closing, which reflects an original issue discount of 18% on the Notes. Pursuant to the Purchase Agreement, and as agreed by the parties, on October 22, 2025, the Company issued additional Notes in the aggregate principal amount of $1,475,000, Warrants to purchase up to 375,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $147,500 and Due Diligence Warrants to purchase up to 37,500 shares of Common Stock. The Company received $1,250,000 gross proceeds, which reflects an original issue discount of 18% on the Notes. Other than the amounts of the Notes, Warrants, Due diligence Notes and Due Diligence Warrants issued on October 22, 2025, and the initial Conversion Price of the Notes and the Due Diligence Notes issued by the Company at that closing, which is $1.82 per share of Common Stock, all other terms of the Notes, War

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View this 8-K filing on SEC EDGAR