NEXTNRG Seeks Shareholder Approval for Nevada Redomicile, Director Slate

TL;DR

**NXXT is moving to Nevada and re-electing its board; vote FOR the redomicile to potentially boost shareholder value through a more business-friendly state.**

AI Summary

NEXTNRG, INC. (NXXT) is holding its 2025 Annual Meeting of Stockholders on December 29, 2025, to address three key proposals. The company seeks to elect five director nominees, including Michael Farkas, its CEO and Executive Chairman, who has served since February 2025. A significant strategic move is the proposed change in the state of incorporation from Delaware to Nevada, which could impact regulatory oversight and corporate governance. Stockholders will also vote to ratify M&K CPAs, PLLC as the independent public accountant for the fiscal year ending December 31, 2025. As of the record date, October 30, 2025, NEXTNRG had 130,840,578 shares of common stock, 350,000 shares of Series A convertible preferred stock, and 140,000 shares of Series B convertible preferred stock outstanding, totaling 133,060,278 votes for quorum purposes. Each share of Series A and Series B preferred stock is convertible into 4.53 shares of common stock and carries 4.53 votes per share. The Board of Directors unanimously recommends voting 'FOR' all proposals.

Why It Matters

The proposed redomicile from Delaware to Nevada is a critical strategic decision for NEXTNRG, potentially offering a more favorable regulatory and corporate governance environment, which could attract new investors or impact existing shareholder rights. For investors, this change, along with the election of five directors including CEO Michael Farkas, signals the company's future direction and leadership stability. The ratification of M&K CPAs, PLLC as the auditor ensures continued financial oversight, crucial for maintaining investor confidence and market transparency. This move could also influence NEXTNRG's competitive positioning by potentially reducing operational costs or streamlining legal processes compared to its peers.

Risk Assessment

Risk Level: medium — The proposed redomicile from Delaware to Nevada introduces a medium risk level due to potential changes in corporate law and shareholder protections, which could be less robust in Nevada compared to Delaware. While the filing does not provide specific financial risks associated with this change, the shift could alter the legal framework governing the company, impacting investor rights and corporate governance. The lack of detailed financial information in this DEF 14A filing prevents a full assessment of the company's financial health, contributing to the medium risk.

Analyst Insight

Investors should vote 'FOR' the redomicile to Nevada if they believe the move will enhance NEXTNRG's operational flexibility and potentially reduce regulatory burdens, aligning with the Board's unanimous recommendation. Additionally, support the election of the five director nominees and the ratification of M&K CPAs, PLLC to ensure continuity in leadership and financial oversight.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

+0%

Executive Compensation

Key Numbers

• 130,840,578 — Common Stock Shares Outstanding (As of October 30, 2025 Record Date)
• 350,000 — Series A Preferred Stock Shares Outstanding (As of October 30, 2025 Record Date)
• 140,000 — Series B Preferred Stock Shares Outstanding (As of October 30, 2025 Record Date)
• 4.53 — Conversion Ratio/Votes per Preferred Share (Each Series A and Series B preferred share converts to 4.53 common shares and has 4.53 votes)
• 133,060,278 — Total Votes for Quorum (Represents a majority of shares entitled to vote at the Annual Meeting)
• 5 — Number of Director Nominees (Proposed for election to the Board of Directors)
• 2025-12-29T00:00:00.000Z — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 2025-10-30T00:00:00.000Z — Record Date (Date for determining stockholders entitled to vote)
• 2025-02-01T00:00:00.000Z — Michael Farkas CEO Start Date (Began serving as CEO and Executive Chairman in February 2025)
• 2025-12-31T00:00:00.000Z — Fiscal Year End (For which M&K CPAs, PLLC is proposed as independent public accountant)

Key Players & Entities

• NEXTNRG, INC. (company) — Registrant and Company
• Michael Farkas (person) — Chief Executive Officer and Executive Chairman
• M&K CPAs, PLLC (company) — Independent public accountant
• Delaware (regulator) — Current state of incorporation
• Nevada (regulator) — Proposed state of incorporation
• Daniel Arbour (person) — Director nominee
• Bennett Kurtz (person) — Independent Director nominee
• Jack Leibler (person) — Independent Director nominee
• Sean Oppen (person) — Independent Director nominee
• Bloomberg (company) — Financial news provider

FAQ

Risk Factors

• State of Incorporation Change [medium — regulatory]: The proposed change of incorporation from Delaware to Nevada introduces potential shifts in the legal and regulatory framework governing the company. Nevada's corporate laws may differ from Delaware's, potentially affecting shareholder rights, director duties, and the overall corporate governance structure. Investors should assess how these changes might impact the predictability and stability of the company's legal environment.
• Dependence on Key Personnel [medium — operational]: The company's success may be significantly dependent on the continued service and effectiveness of its key management personnel, including CEO Michael Farkas. The departure or inability of key individuals to perform their duties could materially and adversely affect the company's business, financial condition, and prospects. The filing does not specify any succession planning or key person insurance.
• Uncertainty of Future Financial Performance [high — financial]: As a company potentially in a growth or development phase, NEXTNRG, INC. may not have a consistent track record of profitability. Future financial performance is subject to numerous uncertainties, including market acceptance of its products or services, competitive pressures, and the ability to secure necessary funding. The absence of detailed financial highlights in this proxy statement suggests a need for further investigation into the company's financial health.

Industry Context

NEXTNRG, INC. operates within the energy sector, likely focusing on renewable energy or energy technology solutions. This industry is characterized by rapid technological advancements, significant capital investment requirements, and evolving regulatory landscapes driven by climate change initiatives. The competitive environment includes established energy giants, specialized technology firms, and emerging startups, all vying for market share and investment.

Regulatory Implications

The proposed change in state of incorporation from Delaware to Nevada could alter the company's regulatory and legal environment. Nevada corporate law may offer different protections and requirements for directors, officers, and shareholders compared to Delaware. Investors should monitor any potential impacts on corporate governance standards and compliance obligations.

What Investors Should Do

1. Review the proposed change of incorporation to Nevada.
2. Evaluate the director nominees.
3. Confirm the ratification of M&K CPAs, PLLC.
4. Understand the voting power of preferred stock.

Key Dates

• 2025-12-29: 2025 Annual Meeting of Stockholders — This is the primary event where shareholders will vote on critical proposals, including director elections, the change in state of incorporation, and auditor ratification. The outcome of these votes will shape the company's governance and strategic direction.
• 2025-10-30: Record Date — Establishes the list of shareholders entitled to vote at the Annual Meeting. The total number of shares outstanding on this date (133,060,278 votes for quorum) is crucial for determining meeting validity and voting power.
• 2025-02-01: Michael Farkas appointed CEO and Executive Chairman — Indicates recent leadership changes, with a new CEO taking the helm shortly before the annual meeting. His leadership will be key to the company's future strategy and execution.
• 2025-12-31: Fiscal Year End — Sets the period for which the independent auditors, M&K CPAs, PLLC, are being ratified. This is standard practice for annual meetings.

Glossary

DEF 14A

A proxy statement filed by a company with the U.S. Securities and Exchange Commission (SEC) when management is soliciting proxies from shareholders for an annual or special meeting. It contains detailed information about the matters to be voted on. (This document is the source of all information presented, detailing the proposals and background for the NEXTNRG, INC. 2025 Annual Meeting.)

State of Incorporation

The legal jurisdiction under which a corporation is registered and operates. Companies often choose states like Delaware for their well-established corporate law, but can reincorporate elsewhere, such as Nevada, for various strategic reasons. (NEXTNRG, INC. is proposing to change its state of incorporation from Delaware to Nevada, which could impact its legal and governance framework.)

Independent Public Accountant

An external accounting firm hired by a company to audit its financial statements and provide an opinion on their fairness and accuracy. They must be independent of the company to ensure objectivity. (Shareholders are being asked to ratify the appointment of M&K CPAs, PLLC as the independent public accountant for the fiscal year ending December 31, 2025.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of shares of common stock. It often carries voting rights and may have dividend preferences. (NEXTNRG, INC. has Series A and Series B convertible preferred stock outstanding, which contribute to the total voting power for quorum purposes.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. For NEXTNRG, INC., this is a majority of shares entitled to vote. (The total votes for quorum (133,060,278) ensures that the decisions made at the Annual Meeting are valid.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and the provided context does not include information from a previous DEF 14A filing for comparison. Key metrics such as revenue, net income, and margins are not detailed in this proxy statement, making a quantitative comparison to prior periods impossible. The primary new information pertains to the upcoming meeting's proposals, including leadership changes (Michael Farkas's recent appointment as CEO) and a significant corporate structural change (reincorporation to Nevada).

Key Financial Figures

• $100 million — her tasks, managed profit and losses of $100 million net margin and 3.8 billion litres of vo

Filing Documents

• formdef14a.htm (DEF 14A) — 1284KB
• formdef14a_001.jpg (GRAPHIC) — 963KB
• formdef14a_002.jpg (GRAPHIC) — 124KB
• formdef14a_003.jpg (GRAPHIC) — 1046KB
• formdef14a_004.jpg (GRAPHIC) — 1020KB
• formdef14a_005.jpg (GRAPHIC) — 981KB
• formdef14a_006.jpg (GRAPHIC) — 1155KB
• formdef14a_007.jpg (GRAPHIC) — 1080KB
• formdef14a_008.jpg (GRAPHIC) — 869KB
• formdef14a_009.jpg (GRAPHIC) — 220KB
• formdef14a_010.jpg (GRAPHIC) — 934KB
• formdef14a_011.jpg (GRAPHIC) — 901KB
• formdef14a_012.jpg (GRAPHIC) — 1193KB
• formdef14a_013.jpg (GRAPHIC) — 1193KB
• proxy_001.jpg (GRAPHIC) — 355KB
• proxy_002.jpg (GRAPHIC) — 243KB
• 0001493152-25-026932.txt ( ) — 18195KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 2024 SUMMARY COMPENSATION TABLE 26 COMPENSATION AGREEMENTS 27 EQUITY COMPENSATION PLAN INFORMATION 31 2024 DIRECTOR COMPENSATION TABLE 31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 DELINQUENT SECTION 16(a) REPORTS 33 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 33

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 47 WHERE YOU CAN FIND MORE INFORMATION ABOUT NEXTNRG 47 STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS 48 OTHER MATTERS 48 ANNEX A – Plan of Conversion A-1 i NEXTNRG, INC. 57 NW 183 rd Street Miami, FL 33169 PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 29, 2025 This proxy statement (“Proxy Statement”) contains information related to the Annual Meeting of Stockholders (the “Annual Meeting”) of NextNRG, Inc. (the “Company,” “NextNRG,” “we,” “us,” and “our”) to be held at 10:30 a.m., Eastern time, on Monday, December 29, 2025, at 407 Lincoln Rd., Suite 9F, Miami Beach, FL 33139, and any postponements or adjournments of the Annual Meeting. We first mailed, or made available on the Internet, these proxy materials to stockholders on or about December 9, 2025. ABOUT THE PROXY MATERIALS We are furnishing proxy materials to our holders of record on October 30, 2025 (the “Record Date”) of shares of our common stock, our Series A convertible preferred stock (the “Series A Preferred”), and our Series B convertible preferred stock (the “Series B Preferred”) in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting. Proxies are being solicited by the Board, and the cost of solicitation of the proxies will be paid by NextNRG. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailings, by telephone or personal conversations. We have no plans to retain any firms or otherwise incur any extraordinary expense in connection with the solicitation. The proxy materials include our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annua

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View this DEF 14A filing on SEC EDGAR