--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-25-012924" form_type: "8-K" ticker: "NXXT" cik: "0001817004" company_name: "NEXTNRG, INC." filed_at: "2025-09-09T23:59:59+00:00" generated_at: "2026-05-17T07:20:26.223058+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # NextNRG signs up to $11.8M convertible note and warrant deal; initial close $2.95M ## Summary - Initial closing: $2.95M principal notes ($2.5M net after 18% OID), warrants for 750K shares at $5. - Investor can purchase additional up to $8.85M notes and warrants for 2.25M shares over 5 years. - Notes convertible at Nasdaq minimum price (floor price applies); no interest pre-default; 18% upon default. - Warrants exercisable for 5 years at $5/share; CEO provides personal guaranty for all obligations. - Also issued $295K due diligence notes and 75K due diligence warrants (10% of each tranche). ## SEC filing metadata - accession: 0001493152-25-012924 - form_type: 8-K - ticker: NXXT - cik: 0001817004 - company_name: NEXTNRG, INC. - filed_at: 2025-09-09T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1817004/000149315225012924/0001493152-25-012924-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1817004/000149315225012924/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-25-012924 - JSON: https://secwatch.observer/filing/0001493152-25-012924.json - Plain text: https://secwatch.observer/filing/0001493152-25-012924.txt ## Key facts - Equity Issuances NEXTNRG, INC. issued convertible note to another accredited investor, who is a consultant of the Investor for aggregate original principal amount of up to $1,180,000. - Security: convertible note - Purchaser: another accredited investor, who is a consultant of the Investor - Consideration: aggregate original principal amount of up to $1,180,000 source text: the Company also agreed to issue to another accredited investor, who is a consultant of the Investor, due diligence notes, in the aggregate original principal amount of up to $1,180,000 (the “Due Diligence Notes”) and due diligence warrants to purchase up to 300,000 shares of Common Stock, subject to adjustment as provided in the due diligence warrants (the “Due Diligence Warrants”). evidence_url: https://www.sec.gov/Archives/edgar/data/1817004/000149315225012924/0001493152-25-012924-index.htm - Equity Issuances NEXTNRG, INC. issued convertible note to an accredited investor for aggregate original principal amount of up to $11,800,000. - Security: convertible note - Purchaser: an accredited investor - Consideration: aggregate original principal amount of up to $11,800,000 source text: On September 8, 2025, NextNRG, Inc. (the “Company”) entered into securities purchase agreement (the “Purchase Agreement”), with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principal amount of up to $11,800,000 (the “Notes”), which are convertible into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $5.00 (the “Warrants). evidence_url: https://www.sec.gov/Archives/edgar/data/1817004/000149315225012924/0001493152-25-012924-index.htm - Equity Issuances NEXTNRG, INC. issued up to 3,000,000 shares of Common Stock of warrant to an accredited investor for exercise price of $5.00. - Security: warrant - Shares: up to 3,000,000 shares of Common Stock - Purchaser: an accredited investor - Consideration: exercise price of $5.00 source text: On September 8, 2025, NextNRG, Inc. (the “Company”) entered into securities purchase agreement (the “Purchase Agreement”), with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principal amount of up to $11,800,000 (the “Notes”), which are convertible into shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $5.00 (the “Warrants). evidence_url: https://www.sec.gov/Archives/edgar/data/1817004/000149315225012924/0001493152-25-012924-index.htm - Equity Issuances NEXTNRG, INC. issued up to 300,000 shares of Common Stock of warrant to another accredited investor, who is a consultant of the Investor. - Security: warrant - Shares: up to 300,000 shares of Common Stock - Purchaser: another accredited investor, who is a consultant of the Investor source text: the Company also agreed to issue to another accredited investor, who is a consultant of the Investor, due diligence notes, in the aggregate original principal amount of up to $1,180,000 (the “Due Diligence Notes”) and due diligence warrants to purchase up to 300,000 shares of Common Stock, subject to adjustment as provided in the due diligence warrants (the “Due Diligence Warrants”). evidence_url: https://www.sec.gov/Archives/edgar/data/1817004/000149315225012924/0001493152-25-012924-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.