Business Context and Reporting Period
This Form 8-K, dated February 13, 2025, reports material events for NEXTNRG, INC. (formerly EzFill Holdings, Inc.), a Delaware corporation trading on the Nasdaq Capital Market under the symbol NXXT. The filing covers events occurring between February 13, 2025, and February 18, 2025, including the closing of a public offering, the completion of a strategic acquisition, a corporate name change, and significant executive leadership transitions.
Key Financial Metrics and Capital Structure
- Capital Raise: The Company completed a firm commitment underwritten public offering of 5,000,000 shares of Common Stock at $3.00 per share.
- Net Proceeds: Approximately $13.3 million in net proceeds were received after deducting underwriting discounts, commissions, and estimated offering expenses.
- Use of Proceeds: Funds are designated for business expansion, repayment of outstanding indebtedness, and general corporate purposes including working capital.
- Acquisition Consideration: The Company issued 100,000,000 shares of Common Stock (50,000,000 vested immediately; 50,000,000 subject to vesting/forfeiture) to acquire 100% of NextNRG Holding Corp.
- Warrants Issued: 250,000 warrants were issued to the underwriters (ThinkEquity LLC) exercisable at $3.75 per share (125% of the offering price) for a 4.5-year period commencing 180 days post-offering.
- Debt and Liquidity: The filing does not provide specific current debt balances or liquidity ratios, though proceeds are explicitly intended to repay outstanding indebtedness.
Material Changes and Corporate Actions
- Acquisition Completion: On February 13, 2025, the Company completed the acquisition of NextNRG Holding Corp. (formerly Next Charging LLC), making it a wholly-owned subsidiary. This follows a series of amended exchange agreements dating back to 2023.
- Corporate Name Change: Effective February 14, 2025, the Company changed its name from EzFill Holdings, Inc. to NextNRG, Inc.
- Executive Leadership Changes:
- Michael D. Farkas was appointed Chief Executive Officer and Executive Chairman on February 14, 2025. He is the beneficial owner of approximately 75.2% of the Company's issued and outstanding common stock.
- Yehuda Levy ceased to serve as Interim Chief Executive Officer.
- Joel Kleiner was appointed Chief Financial Officer on February 14, 2025.
- Lock-Up Agreements: Directors and executive officers are subject to a six-month lock-up period; significant shareholders (5%+) are subject to a three-month lock-up period, both commencing February 13, 2025.
Outlook, Risks, and Contingencies
- Future Financing Restrictions: The Company is restricted from entering into "at-the-market" offerings or other equity/debt transactions for 24 to 36 months without the underwriter's consent. ThinkEquity LLC holds an irrevocable right of first refusal for future equity and debt offerings for 36 months.
- Over-Allotment Option: The underwriters hold a 45-day option to purchase up to 750,000 additional shares (15% of the offering).
- Management Commentary: The Company intends to utilize the capital raised to expand its business and reduce debt. The acquisition of NextNRG Holding Corp. is positioned as a strategic move to consolidate operations.
- Risks: The filing notes that the Underwriting Agreement contains customary representations and indemnification provisions. The significant ownership concentration (75.2% by Mr. Farkas) presents a governance risk regarding control of the Company.
Investor Verification Checklist
- Verify the exact amount of "outstanding indebtedness" to be repaid with the $13.3 million in proceeds, as specific figures are not disclosed in this filing.
- Review the vesting conditions for the 50,000,000 restricted shares issued in the acquisition to understand potential future dilution.
- Examine the Unaudited Pro Forma Condensed Combined Financial Information (Exhibit 99.4) to assess the combined entity's financial health post-acquisition.
- Confirm the status of the 45-day over-allotment option to determine if the total share count will increase by 750,000 shares.
- Monitor the 36-month right of first refusal granted to ThinkEquity LLC, which may limit the Company's ability to shop for other underwriters for future capital raises.