8-K
NEXTNRG, INC. (NXXT)
UNITED
STATES
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): January 17, 2026
NEXTNRG,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40809 | 84-4260623 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
407Lincoln Rd. #9F, Miami Beach, Florida 33190
(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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> 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. ☐
Item1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on July 3, 2025, NextNRG, Inc. (the “Company”) entered into an At The Market Sales Agreement (the “ATM Agreement”) with ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC, as sales agents (collectively, the “Agents”), pursuant to which the Company could offer and sell, from time to time, through the Agents shares of the Company’s common stock having an aggregate offering price of up to $75,000,000, subject to the terms and conditions of the ATM Agreement. Also as previously disclosed, on November 14, 2025, the Company and the Agents entered into Amendment No. 1 to the ATM Agreement pursuant to which the Company and the Agents agreed to reduce the aggregate allowed offering amount under the ATM Agreement from $75,000,000 to $60,000,000.
Consistent with the terms of the ATM Agreement, as amended, the Company terminated the ATM Agreement, as amended, effective January 17, 2026, following delivery of notice of termination to the Agents.
Item7.01. Regulation FD Disclosure.
On January 23, 2026, the Company issued a press release announcing termination of the ATM Agreement, as amended. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press release issued by the registrant on January 23, 2026. |
| 104 | Cover Page Interactive<br> 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: January 23, 2026 | By: | /s/ Michael Farkas |
| Name: | Michael Farkas | |
| Title: | Chief Executive Officer |
Exhibit 99.1
NextNRG Terminates At-the-Market Sales Agreement
Miami, FL, January 23, 2026 (GLOBE NEWSWIRE) -- NextNRG, Inc. (NASDAQ:NXXT), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered (the “Company” or “NextNRG”), today announced that it has terminated its At the Market Sales Agreement, as amended, with ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (the “ATM Agreement”). The termination was effective as of January 17, 2026.
The ATM Agreement provided for the potential issuance and sale of shares pursuant to an at-the-market offering. The Company has no immediate plans to effectuate another at-the-market offering in the near future.
NextNRG remains focused on executing its core business strategy and is prioritizing the pursuit of value-add strategic investors that can support long-term growth, operational expansion, and the development of its integrated energy solutions platform.
The Company believes this approach aligns its capital strategy with its broader objective of building durable enterprise value, while advancing its commercial and infrastructure initiatives.
AboutNextNRG, Inc.
NextNRG Inc. is Powering What’s Next by integrating artificial intelligence (AI) and machine learning (ML) into utility infrastructure, battery storage, wireless EV in-motion charging, renewable energy and mobile fuel delivery, to create a unified platform for modern energy management.
At the core of its strategy is the Next Utility Operating System®, which uses AI to optimize both new and existing infrastructure across microgrids, utilities, and fleet operations. NextNRG’s smart microgrids serve commercial, healthcare, educational, tribal, and government sites delivering cost savings, reliability, and decarbonization. The company also operates one of the nation’s largest on-demand fueling fleets and is advancing wireless charging to support fleet electrification.
To learn more, visit www.nextnrg.com.
Forward-LookingStatements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement and should be considered an at-risk statement. Words such as “expect,” “intends,” “will,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including, but not limited to, those related to NextNRG’s business and macroeconomic and geopolitical events. These and other risks are described in NextNRG’s filings with the Securities and Exchange Commission from time to time. NextNRG’s forward-looking statements involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG undertakes no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements.
InvestorRelations Contact
NextNRG, Inc.
Sharon Cohen
SCohen@nextnrg.com