NextNRG Inc美股招股说明书(2025-09-09版)

PROSPECTUS SUPPLEMENT(to Prospectus Dated January 3, 2023) 5,864,288 Shares of Common Stock NextNRG, Inc. We are offering 5,864,288 shares of our Common Stock, par value $0.0001 per share, pursuant to this prospectus supplement, theaccompanying base prospectus, the securities purchase agreement between us and an investor who is party thereto and the notes andwarrants issued by us in accordance with the securities purchase agreement. On September 8, 2025, we entered into securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the“Investor”). Pursuant to the Purchase Agreement, we agreed to sell, and the Investor agreed to purchase (i) senior secured convertiblenotes of the Company, in the aggregate original principal amount of up to $11,800,000 (the “Notes”), which are convertible into sharesof Common Stock, par value $0.0001 per share, of the Company (“Common Stock”), and (ii) warrants to purchase up to 3,000,000shares of Common Stock with an exercise price of $5.00 per share (the “Warrants). On the same date, the Company and the Investoralso entered into a registration rights agreement (the “Registration Rights Agreement”) and a security agreement (the “SecurityAgreement”). In connection with the transaction contemplated in the Purchase Agreement, the Company also agreed to issue toanother accredited investor, who is a consultant of the Investor (and together with the Investor, the “Investors”), due diligence notes, inthe aggregate original principal amount of up to $1,180,000 (the “Due Diligence Notes”) and due diligence warrants to purchase up to300,000 shares of Common Stock, subject to adjustment as provided in the due diligence warrants (the “Due Diligence Warrants”). On September 8, 2025, the Company issued Notes in the aggregate principal amount of $2,950,000, Warrants to purchase up to750,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $295,000 and Due Diligence Warrants topurchase up to 75,000 shares of Common Stock (the “Initial Closing”). The Company received gross proceeds of $2,500,000 at theInitial Closing. Under the Purchase Agreement, from Initial Closing and for 5 years thereafter, the Investor shall have the right to purchase additionalNotes and Warrants from the Company. At each of such additional closing the Company may issue and sell additional (i) Notes in aminimum aggregate principal amount of $2,950,000 (up to a total aggregate principal amount in all additional closing of $8,850,000),(ii) Due Diligence Notes in a minimum aggregate principal amount of $295,000 (up to a total aggregate principal amount in alladditional closing of $885,000), (iii) Warrants to purchase 750,000 shares of Common Stock (up to total of 2,250,000 shares in alladditional closing), and (iv) Due Diligence Warrants to purchase up to 75,000 shares of Common Stock (up to total of 225,000 sharesin all additional closing), subject to the terms and conditions set forth in the Purchase Agreement. This offering relates to our shares of Common Stock issuable by us upon conversion of the Notes or the Due Diligence Notes or uponthe exercise of the Warrants or the Due Diligence Warrants that we issued at the Initial Closing and that we may issue in the firstadditional closing. The shares of Common Stock are being offered directly to the investors without a placement agent or underwriter. We are not payingplacement agent fees or underwriting discounts in connection with the offering. Our Common Stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “NXXT.” On September 5, 2025, the lastreported sale price of our Common Stock was $1.54 per share. The Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq. Michael D. Farkas, our ChiefExecutive Officer and Executive Chairman is the holder and beneficial owner of approximately 59% of the Company’s CommonStock and therefore controls a majority of the voting power of the Company’s outstanding Common Stock and accordingly, he has theability to determine all matters requiring approval by stockholders. As a result, we qualify for exemptions from certain corporategovernance requirements. If the Company relies on these exemptions, which it does not intend to do, its stockholders will not have thesame protections afforded to stockholders of companies that are subject to such requirements. Under these rules, a company of whichmore than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlledcompany” and may elect not to comply with certain corporate governance requirements. See “Risk Factors —The Company is a“controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions from certaincorporate governance requirements. If the Company relies on these exemptions, its stockholders will not have the same protectionsafforded to stockholders