UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 (Date of earliest event reported): June 20, 2025

NEXTNRG, INC.

(Exact name of registrant as specified in its charter)

67 NW 183rd Street, Miami, Florida 33169

(Address of principal executive offices, including Zip Code)

(305) 791-1169

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01 Entry into Material Definitive Agreement

On June 20, 2025, NextNRG, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Agile Capital Funding LLC (the “Buyer”), pursuant to which the Company has agreed to issue and sell to the Buyer, and the Buyer has agreed to purchase from the Company, 256,667 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate purchase price of approximately $770,000, subject to the terms and conditions of the Stock Purchase Agreement. The purchase price per Share is $3.00. The Company will file a prospectus supplement to its registration statement on Form S-3 (File No. 333-268960) offering the Shares.

Under the Stock Purchase Agreement, in lieu of paying in cash for the Shares, the Buyer will be absolving Next NRG LLC (“Next NRG”) of its liability of $770,000 (the “Next NRG Liabilities”). Next NRG is a wholly owned subsidiary of NextNRG Holding Corp., which is a wholly owned subsidiary of the Company, and Next NRG owes the Next NRG Liabilities to the Buyer pursuant to the Agreement for the Purchase and Sale of Future Receivables entered into between Next NRG and the Buyer on December 16, 2024. As a result, the Company will not receive any cash proceeds on closing.

The foregoing description of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Sichenzia Ross Ference Carmel LLP, the Company’s counsel, regarding the legality of the Shares that may be issued pursuant to the Stock Purchase Agreement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

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