UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~Report (Date of earliest event reported): ~~May~~June 255, 2026

~~NextNRG~~NEXTNRG, ~~Inc~~INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	001-40809	83-4260623
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

407 Lincoln ~~Road~~Rd. #9F, Miami Beach, Florida 33139

~~Miami~~(Address ~~Beach~~of principal executive offices, FLincluding ~~33139~~Zip Code)

(Address of Principal Executive Offices and Zip Code)

(305) 791-1169

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~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 (see General Instruction~~ N/A~~.2. below):~~

~~☐ Written communication pursuant to Rule 425 under the Securities Act~~ (17Former name ~~CFR~~or ~~230.425)~~former ☐address, ~~Soliciting~~if ~~material~~changed ~~pursuant~~since tolast ~~Rule 14a-12 under the Exchange Act (17 CFR 240~~report.~~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 240.13e-4(c))

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 NXXT The Nasdaq Stock Market LLC

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 (~~17 CFR~~ §230.405) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §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 17.01. ~~Entry~~Regulation ~~Into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~May~~June 255, 2026, NextNRG, Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~securities~~press ~~purchase~~release ~~agreement~~announcing ~~(the~~certain ~~“Purchase~~preliminary ~~Agreement”) with~~financial ~~an institutional investor. Pursuant to the Purchase Agreement, the Company agreed to sell to the investor, and the investor agreed~~results tofor ~~purchase from~~ the ~~Company,~~month ~~in a private placement offering, an aggregate~~ of ~~10,000,000~~May ~~shares (the “Shares”) of the Company’s common stock, par value $0~~2026.~~0001~~ ~~per~~A ~~share~~copy ~~(the “Common Stock”) at a purchase price~~ of ~~$0.64~~this ~~per~~press ~~Share~~release ~~for~~is ~~aggregate~~furnished ~~gross proceeds~~as ofExhibit ~~$6,400,000~~99.1 ~~The~~to ~~offering~~this ~~closed~~Current ~~on May 27, 2026 (the “Closing Date”), upon satisfaction of customary closing conditions~~Report.

~~The~~In ~~Company~~accordance ~~intends~~with toGeneral ~~use~~Instruction ~~the~~B.2 ~~net~~of ~~proceeds~~Form ~~from~~8-K, the ~~private~~information ~~placement~~included in this Item 7.01, including Exhibit 99.1, shall not be deemed to ~~support~~be ~~continued~~“filed” ~~growth~~for ~~across~~purposes ~~its~~of ~~operating~~Section ~~segments~~18 of the Securities Exchange Act of 1934, ~~strengthen working~~as ~~capital~~amended (the “Exchange Act”), or ~~accelerate~~otherwise ~~strategic~~subject ~~expansion~~to ~~initiatives~~the liabilities of that section, ~~and~~nor ~~eliminate~~shall $2such information be deemed incorporated by reference in any filing under the Securities Act,~~415,666~~ ofor ~~convertible~~the ~~debt~~Exchange Act, ~~which~~except ~~consists~~as ofshall ~~all~~be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the ~~Company’s~~requirements ~~outstanding~~of ~~convertible~~Regulation ~~debt~~FD.

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.

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

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
99.1		Press release of the registrant issued on June 5, 2026.
10.2		Placement Agency Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
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).

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Company has duly caused this report to be signed on its behalf by ~~the~~ the undersigned hereunto duly authorized.

	NextNRG, Inc.
Date: May 27, 2026	By:	/s/ Michael D. Farkas
Date: June 5, 2026	By:	/s/ Michael Farkas
	Name:	Michael D. Farkas
	Title:	Chief Executive Officer

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