NextNRG Inc美股招股说明书(2025-11-18版)

PROSPECTUS SUPPLEMENT NO.1(toProspectus Supplement dated September 9, 2025 5,494,770Shares of Common Stock NextNRG, Inc. This prospectus supplement (“prospectus supplement”) supplements the information in the prospectus supplement dated September 9,2025, and the accompanying prospectus dated January 3, 2023, relating to the offer and sale of shares of our common stock, par value$0.0001 per share, pursuant to the terms of that certain securities purchase agreement (the “Purchase Agreement”) dated September 8,2025, with an accredited investor (the “Investor”). This prospectus supplement is not complete without, and may only be delivered or We are offering an additional 5,494,770 shares of our Common Stock, par value $0.0001 per share, pursuant to this prospectussupplement, the prospectus supplement dated September 9, 2025, the accompanying base prospectus, the Purchase Agreement and thenotes and warrants issued by us in accordance with the Purchase Agreement. The total amount of shares of our Common Stock that we On September 8, 2025, we entered into the Purchase Agreement with the Investor. Pursuant to the Purchase Agreement, we agreed tosell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principalamount of up to $11,800,000 (the “Notes”), which are convertible into shares of Common Stock, par value $0.0001 per share, of theCompany (“Common Stock”), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock with an exercise price of $5.00per share (the “Warrants). On the same date, the Company and the Investor also entered into a registration rights agreement (the“RegistrationRights Agreement”)and a security agreement(the“Security Agreement”).In connection with the transaction 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 to On October 3, 2025, and October 22, 2025, the company issued Notes in the aggregate principal amount of $2,950,000, Warrants topurchase up to 750,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $295,000 and Due On November 12, 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 “Third Closing” and together with the Initial Closing and the Second Closing, the After the Prior Closings, underthe Purchase Agreement, from the Initial Closing and for 5 years thereafter, the Investor shall have theright to purchase additional Notes and Warrants from the Company at any additional closing (the “Additional Closing”) and theCompany may issue and sell additional (i) Notes up to a total aggregate principal amount of $2,950,000), (ii) Due Diligence Notes upto a total aggregate principal amount in all Additional Closings of $295,000), (iii) Warrants to purchase up to 750,000 shares of The shares of Common Stock issuable upon conversion of the Notes or the Due Diligence Notes or upon the exercise of the Warrantsor the Due Diligence Warrants that we issued at the First and Second Closings were registered by us pursuant to a prospectus This prospectus supplement and offering relate to our shares of Common Stock issuable by us upon conversion of the Notes or the DueDiligence Notes or upon the exercise of the Warrants or the Due Diligence Warrants that we issued at the Third Closing and that we The shares of Common Stock are being offered directly to the investors without a placement agent or underwriter. We are not paying Our Common Stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “NXXT.” On November 17, 2025, the lastreported sale price of our Common Stock was $1.425 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 which We are an emerging growth company and a smaller reporting company under Rule 405 of the Securities Act and, as such, have electedto comply with certain reduced public company reporting requireme