NEXTNRG, INC. 8-K

What Happened

• NEXTNRG, Inc. (NXXT) announced a private placement under a Securities Purchase Agreement entered May 25, 2026 and closed May 27, 2026. The company sold 10,000,000 shares of common stock at $0.64 per share for aggregate gross proceeds of $6,400,000.
• NEXTNRG said it will use net proceeds to support growth, strengthen working capital, accelerate expansion initiatives and to eliminate $2,415,666 of outstanding convertible debt. The filing (Form 8‑K) was made on May 28, 2026 and includes press releases about the transaction.

Key Details

• Shares sold: 10,000,000 common shares at $0.64 per share; gross proceeds $6,400,000.
• Convertible debt retired: $2,415,666 (represents all outstanding convertible debt).
• Placement agent: A.G.P./Alliance Global Partners; fee of 7.0% of gross proceeds (≈ $448,000) plus reimbursement of up to $60,000 in expenses.
• Registration & restrictions: Company must file a resale registration statement for the shares within 10 days and use commercially reasonable efforts to have it declared effective within 30 days (60 days if SEC review). Insiders agreed to 60‑day lock‑ups after effectiveness; the company has short‑term restrictions on issuing additional stock or certain at‑the‑market/variable rate transactions.

Why It Matters

• The financing provides immediate cash to pay down all convertible debt and fund operations and expansion, which reduces a source of potential future dilution tied to those convertible instruments.
• Issuing 10 million new shares increases the company’s share count (dilution), and the placement agent fee and expenses will reduce net proceeds.
• The buyer required a resale registration and the company and insiders are subject to temporary resale/issuance restrictions, which can affect near‑term supply of shares available to the market.

For more detail, see the Purchase Agreement and Placement Agency Agreement attached as exhibits to the Form 8‑K.