Business Context and Reporting Period
Company: NEXTNRG, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: November 12, 2025
Reporting Period: Specific event date of November 12, 2025 (Third Closing of a securities purchase agreement).
Key Financial Metrics
This filing reports on a specific financing transaction rather than periodic financial performance. Key metrics related to the transaction include:
- Gross Proceeds Received (Third Closing): $2,500,000
- Principal Amount of Notes Issued (Third Closing): $2,950,000
- Original Issue Discount (OID): 18%
- Conversion Price (Third Closing): $1.688 per share
- Warrants Issued (Third Closing): 750,000 shares at $5.00 exercise price
- Due Diligence Notes Issued (Third Closing): $295,000 principal
- Due Diligence Warrants Issued (Third Closing): 75,000 shares
Note: The filing does not provide data on revenue, net profit, operating cash flow, margins, total debt, or liquidity positions.
Material Changes
The filing details the consummation of the "Third Closing" under a Securities Purchase Agreement originally entered into on September 8, 2025. This represents an incremental increase in the company's debt obligations and potential equity dilution compared to the Initial Closing (September 8, 2025) and Second Closing (October 3 and 22, 2025).
- Debt Obligation: The company created a new direct financial obligation of $2,950,000 in senior secured convertible notes.
- Equity Dilution Potential: Issuance of warrants for 750,000 shares and due diligence warrants for 75,000 shares.
- Registration Status: Shares underlying the Third Closing securities were subsequently registered via a prospectus supplement filed on November 18, 2025, whereas prior closings were registered under a September 9, 2025 supplement.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the execution of the Third Closing terms, noting that the conversion price for this tranche is $1.688 per share, while other terms remain consistent with previous closings.
Risks and Contingencies:
- Unregistered Sales: The securities were initially offered pursuant to Section 4(a)(2) and Rule 506(b) exemptions from registration.
- Conversion Terms: The notes are convertible into common stock, subject to the specific conversion price and adjustment provisions detailed in the exhibits.
- Legal Opinion: The transaction includes an opinion of counsel (Sichenzia Ross Ference Carmel LLP) regarding the validity of the securities.
The filing does not contain forward-looking guidance, revenue outlook, or specific risk factors beyond the transaction mechanics.
Investor Verification Checklist
- Verify the total aggregate principal amount of notes issued across all three closings ($8,850,000 total principal).
- Confirm the total gross proceeds received to date ($7,500,000 total).
- Review the full text of the Securities Purchase Agreement (Exhibit to the September 9, 2025 8-K) for covenants, default provisions, and interest rates not detailed in this summary.
- Check the impact of the $1.688 conversion price on current market price and potential dilution.
- Confirm the status of the Prospectus Supplement No. 1 filed on November 18, 2025, regarding the registration of shares underlying the Third Closing.