Item 1.01 Entry Into a Material Definitive Agreement. On May 25, 2026, NextNRG, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor. Pursuant to the Purchase Agreement, the Company agreed to sell to the investor, and the investor agreed to purchase from the Company, in a private placement offering, an aggregate of 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.64 per Share for aggregate gross proceeds of $6,400,000. The offering closed on May 27, 2026 (the “Closing Date”), upon satisfaction of customary closing conditions. The Company intends to use the net proceeds from the private placement to support continued growth across its operating segments, strengthen working capital, accelerate strategic expansion initiatives, and eliminate $2,415,666 of convertible debt, which consists of all of the Company’s outstanding convertible debt. Pursuant to the Purchase Agreement, the Company has agreed to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the Shares for resale. The Company agreed to file the Registration Statement as soon as practicable (and in any event within 10 calendar days of the Purchase Agreement), and to use commercially reasonable efforts to have such Registration Statement declared effective within 30 days after its filing, or 60 days in the event of a review by the SEC. The Purchase Agreement provides that, for a period commencing upon the signing of the Purchase Agreement until 30 days after the effective date of the Registration Statement, neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or common stock equivalents, or (ii) file any registration statement or any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the Purchase Agreement. Further, for a period of 60 days following the effective date of the Registration Statement, Company is also prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or common stock equivalents (or a combination of units thereof) involving an at-the-market offering or a Variable Rate Transaction, as defined in the Purchase Agreement. In addition, each of the Company’s directors and executive officers entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which they agreed not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose any shares of Common Stock for a period of 60 days following the effective date of the Registration Statement, subject to certain customary exceptions. On May 25, 2026, in connection with the private placement offering, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the aggregate gross proceeds of the private placement offering and agreed to reimburse the Placement Agent for up to $60,000 in expenses. The Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. The foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of such documents which are attached as exhibits to this Form 8-K, and are incorporated herein by reference.
EZFL Ezfill Holdings Inc - 8-K
Accession
0001493152-26-0255391.013.028.019.01
Item 1.01 - Entry into a Material Definitive Agreement
614 words
Item 3.02 - Unregistered Sales of Equity Securities
57 words
Item 3.02 Unregistered Sales of Equity Securities. The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder.
Item 8.01 - Other Events
58 words · Exhibit 99.1, 99.2 attached
Item 8.01 Other Events On May 26, 2026, the Company issued a press release regarding the execution of the Purchase Agreement, a copy of which is attached as Exhibit 99.1 hereto. On May 27, 2026, the Company issued a press release regarding the closing of the private placement, a copy of which is attached as Exhibit 99.2 hereto.
Exhibit 99.1 · 838 words
EX-99.1 4 ex99-1.htm EX-99.1 Exhibit 99.1 NextNRG Announces Pricing of a $6.4 Million Private Placement of Common Stock with a New Fundamental Institutional Investor MIAMI, FL, May 26, 2026 - NextNRG, Inc. (NASDAQ: NXXT) (the “Company” or “NextNRG), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered, today announced that it has entered into a securities purchase agreement (the “Purchase Agreement”) with a single new fundamental institutional investor for the purchase and sale of 10,000,000 shares of its common stock in a private placement. The gross proceeds from the offering are expected to be approximately $6.4 million, before deducting placement agent fees and other estimated offering expenses. The closing of the offering is expected to occur on or about May 27, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering to support continued growth across its operating segments, strengthen working capital, accelerate strategic expansion initiatives, and eliminate outstanding convertible debt. “This is a meaningful milestone for NextNRG and I believe is a reflection of the progress we’ve made. We view this investment from a global institutional investor is a strong signal that sophisticated capital is paying attention to what we’re building. We’re strengthening our financial foundation, accelerating growth across our platform, and staying focused on the opportunity ahead.” - Michael D. Farkas, Founder and Chief Executive Officer, NextNRG. A.G.P./Alliance Global Partners is acting as sole placement agent for the offering. The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the Purchase Agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock sold in the offering. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. About NextNRG, Inc. NextNRG Inc. (Nasdaq: NXXT) 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-Looking Statements This press release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Any statements describing NextNRG’s goals, expectations, financial or other projections, intentions, beliefs, and statements regarding the anticipated closing of the offering, the expected gross proceeds, the intended use of proceeds, the satisfaction of closing conditions, the anticipated filing of a resale registration statement, that the investment is a meaningful milestone and a reflection of the progress it has made, and that it is strengthening its financial foundation, accelerating growth across its platform, and staying focused on the opportunity ahead, are forward-looking statements and should be considered at-risk statements. 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 SEC 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. Contacts: Investor Relations Contact: NextNRG, Inc. Sharon Cohen [email protected] Media Contact: HCM for NextNRG [email protected]
Exhibit 99.2 · 750 words
EX-99.2 5 ex99-2.htm EX-99.2 Exhibit 99.2 NextNRG Announces Closing of $6.4 Million Private Placement of Common Stock with New Fundamental Institutional Investor MIAMI, FL, May 28, 2026 (GLOBE NEWSWIRE) -NextNRG, Inc. (Nasdaq: NXXT) (“NextNRG” or the “Company”), a pioneer in AI-driven energy innovation transforming how energy is produced, managed, and delivered, today announced the closing of its previously announced private placement of 10,000,000 shares of its common stock. The investor is a global multi-strategy institutional investment firm, and upon closing becomes an approximately 6% shareholder of the Company. The Company received gross proceeds of approximately $6.4 million, before deducting placement agent fees and other offering expenses. With the transaction now closed and proceeds having been received, the Company will move immediately to retire its outstanding convertible debt, strengthening the Company’s balance sheet ahead of its next phase of growth. The remaining proceeds will be deployed toward working capital and strategic expansion across NextNRG’s operating segments. “We are pleased to welcome a global institutional investor of this caliber to our shareholder base. We believe their decision to invest reflects a high level of conviction in what we are building, and that this capital will strengthen our financial foundation and enable us to move forward with greater speed and focus across our platform.” - Michael D. Farkas, Founder and Chief Executive Officer, NextNRG “We believe that the closing of this transaction is a meaningful step in our effort to build a cleaner, more durable balance sheet. Eliminating our convertible debt removes a structural overhang and puts us in a stronger position to allocate capital toward growth. We are focused on financial discipline as much as operational execution, and this transaction reflects both.” - Joel Kleiner, Chief Financial Officer, NextNRG A.G.P./Alliance Global Partners acted as sole placement agent for the offering. ABOUT THIS OFFERING The securities sold in this offering were issued in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, and applicable state securities laws, and have not been registered under the Securities Act or applicable state securities laws. Pursuant to the terms of the securities purchase agreement dated May 25, 2026, which the Company has entered into with the investor signatory thereto, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock sold in the offering. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. ABOUT NEXTNRG, INC. NextNRG Inc. (Nasdaq: NXXT) 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-LOOKING STATEMENTS This press release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Any statements describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs, including statements regarding the intended use of proceeds, the anticipated filing of a resale registration statement, the expected impact of retiring convertible debt, the Company’s capital strength and financial foundation, the Company’s ability to move forward with greater speed and focus, and the Company’s ability to execute on its growth strategy and deliver long-term shareholder value, are forward-looking statements and should be considered at-risk statements. Words such as “expect,” “believe,” “intends,” “will,” “focused,” “enables,” and similar expressions are intended to identify forward-looking statements. These and other risks are described in NextNRG’s filings with the SEC from time to time. NextNRG undertakes no obligation to update any forward-looking statements except as required by law. CONTACTS Investor Relations NextNRG, Inc. Sharon Cohen [email protected] Media Contact HCM for NextNRG [email protected]
Item 9.01 - Financial Statements and Exhibits
47 words
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement 10.2 Placement Agency Agreement 99.1 Press Release dated May 26, 2026 99.2 Press Release dated May 28, 2026 104 Cover Page Interactive Data File (embedded within the inline XBRL document).