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): November 24, 2025

NEXTNRG, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40809

84-4260623

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

407 Lincoln Rd. #9F, Miami, Florida 33139

(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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications 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 of each class		Trading Symbol(s)		Name 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 24, 2025, NextNRG, Inc. (the “Company”) and its CEO, Executive Chairman and majority stockholder Michael D. Farkas entered into a Stock Purchase Agreement (the “SPA”) pursuant to which the Company issued 1,000,000 restricted shares of its common stock to Mr. Farkas at a price of $1.04 per share in exchange for an agreement by Mr. Farkas to settle certain indebtedness owed by the Company to Mr. Farkas, in the aggregate amount of $1,040,000, pursuant to interest accrued on certain promissory notes issued by the Company (or its subsidiaries) to Mr. Farkas between June 2023 and February 2025. The principal under such promissory notes remains outstanding.

The foregoing description of the SPA does not purport to be complete and is 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Stock Purchase Agreement, dated as of November 24, 2025, by and between the registrant and Michael D. Farkas.

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 November 28, 2025	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer

NEXTNRG, INC. 8-K