UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On September 18, 2025, NextNRG, Inc (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with its Chief Executive Officer and Executive Chairman, Michael D. Farkas (the “Lender”). Pursuant to the SPA, the Company issued 1,000,000 restricted shares if its common stock to the Lender at a price of $1.67 per share. The purchase price was paid by the Lender through the cancellation and discharge of $1,670,000 of outstanding indebtedness owed by the Company to the Lender under promissory notes dated May 5, 2025, May 9, 2025, May 19, 2025, May 20, 2025, and June 10, 2025.
The issuance of the common stock was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The transaction did not involve a public offering and was conducted as a private transaction. In addition, because the purchase price equaled the consolidated closing bid price of the Company’s common stock on the date of issuance, shareholder approval was not required.
The foregoing description of the SPA is subject to and qualified in its entirety by reference to the full text of the SPA, a copy of which is filed herewith as Exhibit 10.1.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Stock Purchase Agreement between the Company and Michael D. Farkas, dated September 18, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NextNRG, Inc. | ||
| Date September 19, 2025 | By: | /s/ Michael Farkas |
| Name: | Michael Farkas | |
| Title: | Chief Executive Officer | |