What changed in this filing

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Item 1. Business

2026-04-16 compared with 2025-03-27 · 570 added, 614 removed, 681 unchanged (63% of the section changed)

Powering What’s Next

NextNRG is Powering What’s

Next by implementing artificial intelligence (AI) and machine learning (ML) into renewable energy, next-generation energy infrastructure,

battery storage, wireless electric vehicle (EV) charging and on-demand mobile fuel delivery to create an integrated ecosystem.

At the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’

is Powering What’s Next by implementing artificial intelligence (AI) and machine learning (ML) into renewable energy, next-generation

energy infrastructure, battery storage, wireless electric vehicle (“EV”) charging and on-demand mobile fuel delivery to create

an integrated ecosystem.

the core of NextNRG’s strategy is its utility operating system, which leverages AI and ML to help make existing utilities’

energy management as efficient as possible, and the deployment of NextNRG smart microgrids, which utilize AI-driven energy management

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and government properties, expanding energy accessibility.

NextNRG continues to expand its growing fleet of fuel delivery trucks and national footprint.

NextNRG is also integrating sustainable

energy solutions into its mobile fueling operations.

The company hopes to be an integral part of assisting its fleet customers in their

transition to EV, supporting more efficient fuel delivery while advancing clean energy adoption.

The transition process is expected to

include the deployment of NextNRG’s innovative wireless EV charging solutions.

continues to expand its growing fleet of fuel delivery trucks and national footprint.

NextNRG is also integrating sustainable energy

solutions into its mobile fueling operations.

The company hopes to be an integral part of assisting its fleet customers in their transition

to EV, supporting more efficient fuel delivery while advancing clean energy adoption.

The transition process is expected to include the

deployment of NextNRG’s innovative wireless EV charging solutions.

is a microgrid?

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targets and support resource management needs throughout their asset lifecycles.

NextNRG Smart Microgrid’s revenue generation will primarily come from power

purchase agreements (PPAs) with the diverse range of aforementioned offtakers.

NextNRG Smart Microgrid’s revenue generation will

primarily come from power purchase agreements (PPAs) with the diverse range of aforementioned off-takers.

in appropriate client locations, NextNRG anticipates deploying its wireless EV charging technology, once that product is ready for deployment.

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detail below.

Microgrid Controller (US Patent No.

Microgrid Controller (U.S.

Microgrid Controller is a pivotal component within the smart microgrid ecosystem, serving as the orchestrator of energy resources.

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the Smart Microgrid Controller ensures that the customer is always using its best and most reliable source of energy.

RenCast Predictor (US Patent No.

RenCast Predictor (U.S.

is a AI/ML based tool designed to enhance the efficiency and reliability of renewable energy generation within the smart microgrid.

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(e.g., economic dispatch), enabling customers to accurately plan and manage renewable energy generation.

Battery State of Charge (“SOC”) System (US Patent No.

Battery State of Charge (“SOC”) System (U.S.

storage is vital.

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in the system.

Portable Emergency AC Energy (“PEACE”) Controller (US Patent No.

Portable Emergency AC Energy (“PEACE”) Controller (U.S.

Peace Controller is a smaller version of the smart microgrid that uses the same AI/ML technologies to provide a mobile source of

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into grid performance, enabling informed decision-making and proactive management.

first deployment of the NextNRG Smart Microgrid is expected to be in Bryceville, Florida.

Other prospective projects will be built on tribal land in the United

NextNRG currently is working on a deployment on tribal land in the State of Louisiana.

The reason NextNRG is targeting tribal

land is because, in 2022, the U.S.

Energy Department’s Office of Indian Energy issued a report citing that nearly 17,000 tribal

homes were without electricity, with most being in southwestern states and in Alaska.

Assistant Secretary for Indian Affairs Mr.

Newland testified before Congress that 1 in 5 homes on the Navajo Nation and more than one-third of homes on the neighboring Hopi reservation

are without electricity.

Our goal is to work with the Native American Tribes to reduce this number to zero.

NextNRG is in preliminary discussions with seven Native

American Tribes to deploy 5 mWh Smart Microgrids on their properties.

In total, NextNRG has nearly approx.

$750 Million in planned smart

microgrid deployments, all of these projects are in different phases of the project timeline.

The projects vary from municipal property

to Tribal land, to commercial facilities (healthcare, office space, multifamily, and amusement parks).

Other planned deployments are in underserved communities located in the City of Newton, Texas and the City of Havana Florida.

NextNRG has filed grant applications with the DOE for those deployments.

also hopes to utilize its AI/ML Smart Microgrid systems to convert shuttered coal-fired power plants into solar energy producing facilities.

two deployments of the NextNRG Smart Microgrid are expected to be in California at two healthcare facilities.

currently is working on a deployment on tribal land in the State of Louisiana.

NextNRG is targeting tribal land is

because nearly 17,000 tribal homes are without electricity and tribal communities experience 6.5x more power outages than national average.

has approximately $750 Million in planned smart microgrid deployments.

All of these projects are in different phases of the project

The projects vary from municipal property to Tribal land, to commercial facilities (healthcare, office space, multifamily,

and amusement parks).

believes that utility companies;

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advantages of the NextNRG smart microgrid technology and therefore NextNRG plans to offer its technology to these companies under a SaaS

each location where the NextNRG Smart Microgrid is deployed, NextNRG plans to evaluate the possibility of deploying NextNRG’s wireless

each location where the NextNRG Smart Microgrid will be deployed, NextNRG plans to evaluate the possibility of deploying NextNRG’s wireless

EV charging solutions.

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charging is more efficient than a traditional plug in charger.

Charging Parking Bumper (US Patent No.

primary patent covers an electric vehicle charging station, designed as a bumper which ensures proper alignment between the vehicle’s

battery charger and the charger pad in the charging station.

Charging Parking Bumper (U.S.

primary patent covers an EV charging station, designed as a bumper which ensures proper alignment between the vehicle’s battery

charger and the charger pad in the charging station.

sensors detect the vehicle’s position as it parks.

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Bidirectional

Wireless Power Transfer (US Patent No.

Wireless Power Transfer (U.S.

patent describes a system capable of wirelessly transferring power in both directions.

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and/or power outages.

in Inductive Power Transfer (US Patent No.

in Inductive Power Transfer (U.S.

patent focuses on enhancing the capabilities of wireless power transfer systems.

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power transfer, extending the longevity of the system and broadening its applicability across various contexts.

EV Charging Station for Static and Dynamic Charging (US Patent No.

EV Charging Station for Static and Dynamic Charging (U.S.

patent details a wireless charging station specifically designed for EVs.

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way EVs maintain battery levels.

date, NextNRG’s static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a laboratory

environment at FIU, with plans to expand the output capacity to 1mwh and above.

NextNRG expects for this static WPT solution to automate

EV charging such that drivers do not need to do anything to charge.

There are no cables inside or outside of the car.

static and dynamic solutions are not expected to be affected by rain, snow, ice, dust, or dirt.

They will be a clean and safe way to

date, NextNRG’s static and dynamic solutions have been designed and prototypes are being tested at 25 kwh of output in a

laboratory environment at FIU, with plans to expand the output capacity to 1 mwh and above.

NextNRG expects for this static WPT

solution to automate EV charging such that drivers do not need to do anything to charge.

There are no cables inside or outside of

NextNRG’s static and dynamic solutions are not expected to be affected by rain, snow, ice, dust, or dirt.

be a clean and safe way to charge EVs.

expect that its static WPT systems will be bidirectional, this means that they will support connecting grid-to-vehicle (“G2V”)

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Additionally,

through an integration with our the Smart Microgrid deployments, NextNRG plans for its WPT systems to be able to integrate with the grid

through an integration with our Smart Microgrid deployments, NextNRG plans for its WPT systems to be able to integrate with the grid

to help create a resilient network to handle disaster conditions.

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is working with FIU to deploy the dynamic WPT solution as a pilot for use on their campus and demonstrate its capabilities.

believes that it is positioning itself to be the only wireless EV charging company to able to offer a combination of:

(i) wireless charging

outputs from 25kwh to over 1mwh;

(ii) bi-directional wireless charging;

and (iii) both static and dynamic wireless EV charging.

microgrid, solar, and EV Charging markets in the U.S.

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trends creates a significant market opportunity.

According to the U.S.

Energy Information Administration (“EIA”), the U.S.

spends $400 billion on electricity each year, of which $200 billion is spent on Commercial & Industrial properties.

It is expected

that an additional $98 billion of investment will be required to meet the country’s 2030 sustainability goals.

Renewable energy

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our own Power Purchase Agreements (PPA) accordingly.

NextNRG is also planning to sell energy to electric vehicle owners via wireless

NextNRG is also planning to sell energy to EV owners via wireless EV charging.

as a Service Agreements

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of the licenses.

and Midwest have entered an agreement to work together to establish a greenfield facility for the manufacturing of battery-energy-storage

systems (BESS) in the United States of America.

While some of the components will be sourced from India in the initial phase, localization

of components and sub-systems will be made a priority of the parties.

In the interim period, Midwest will supply the products and services

for NextNRG’s current planned deployments.

The scope of such supply includes BESS, solar panels, as well as design services.

collaboration with Midwest is expected to meet the requirements of the “Made in America” and produce local products which

are key to the energy transition goals of the US.

Further, this activity is expected to qualify for and attract public financing, earn

tax credits, and cut down the overall costs of deployment of the solutions offered by NextNRG.

is the owner of US Patent No.

is the owner of U.S.

10,836,269 B2 which is a patent for an inductive charging parking bumper with automatic payment processing.

licenses from FIU relate to the following U.S.

patents covering wireless electric vehicle charging:

US Patents Numbered:

patents covering wireless EV charging:

Patents Numbered:

licenses from FIU relate to the following U.S.

patents covering smart microgrid technology:

US Patents Numbered:

Patents Numbered:

and 11022720.

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state and local government bodies provide incentives to owners, distributors, system integrators and manufacturers of solar energy systems

to promote solar energy in the form of rebates, tax credits, payments for renewable energy credits (“RECs”) associated with

renewable energy generation and exclusion of solar energy systems from property tax assessments.

These incentives should enable NextNRG

to lower the price it will charge future customers for energy from, and to lease, solar energy systems, helping to catalyze customer

acceptance of solar energy as an alternative to utility-provided power.

In addition, for some investors, the acceleration of depreciation

creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment.

to promote solar energy in the form of rebates, tax credits, and exclusion of solar energy systems from property tax assessments.

incentives enable us to lower the price we charge customers for energy from, and to lease, our solar energy systems, helping to catalyze

customer acceptance of solar energy as an alternative to utility-provided power.

In addition, for some investors, the acceleration of

depreciation creates a valuable tax benefit that reduces the overall cost of the solar energy system and increases the return on investment.

Inflation Reduction Act of 2022 (the “IRA”), which was passed in August 2022, substantially changed and expanded existing

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The IRA extended the existing framework for investment tax credits (“ITC”) offered

by the federal government under Section 48(a) of the Internal Revenue Code (the “Code”) for the installation of certain solar

power facilities owned for business purposes.

Prior to the IRA, if construction on the facility began before January 1, 2020, the amount

of the ITC available was 30%, if construction began during 2020, 2021, or 2022 the amount of the ITC available was 26%, with additional

step downs in later years.

Projects placed in service before January 1, 2022 are still set at 26%.

However, with the enactment of the

IRA, solar power facilities installed between 2022 and 2032 will receive a 30% ITC of the cost of installed equipment for ten years so

long as the facilities meet wage and apprenticeship requirements or are less than 1 MWac, which will decrease to 26% for solar power

facilities installed in 2033 and to 22% for solar power facilities installed in 2034;

and for those solar power facilities installed

in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed.

The prevailing wage rates also must be paid for alteration

and repair during the 5 years after a project is placed in service.

by the federal government under Section 48(a) of the Internal Revenue Code (the “Code”) and provided for ITCs under Section

48E of the Code for the installation of certain eligible solar power facilities owned for business purposes.

Prior to the IRA, if construction

on the facility began before January 1, 2020, the amount of the ITC available was 30%, if construction began during 2020, 2021, or 2022

the amount of the ITC available was 26%, with additional step downs in later years.

Projects placed in service before January 1, 2022

are still set at 26%.

However, with the enactment of the IRA, solar power facilities installed between 2022 and 2032 will receive a 30%

ITC of the cost of installed equipment for ten years so long as the facilities meet wage and apprenticeship requirements or are less

than 1 MWac, which will decrease to 26% for solar power facilities installed in 2033 and to 22% for solar power facilities installed

and for those solar power facilities installed in 2022, the ITC has increased from 22% to 30% if the ITC has not yet been claimed.

The prevailing wage rates also must be paid for alteration and repair during the 5 years after a project is placed in service.

to the IRA, certain ITC projects are eligible for a 10% domestic content bonus so long as the facilities meet wage and apprenticeship

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The IRA also included additional incentives, including in relation to stand-alone storage and claiming

interconnection costs under the ITC in certain situations.

Additionally,

the Inflation Reduction Act has secured historic levels of funding specifically for Tribal Nations and Native communities, including

$32 billion in the American Rescue Plan, $13 billion in the Bipartisan Infrastructure Law, and more than $720 million in the IRA.

Department of Energy’s Clean Energy for Low Income Communities Accelerator partnered with state and local leaders that committed

$335 million to help 155,000 low-income households access renewable energy and efficiency to save up to 30% or more on energy bills.

interconnection costs under the ITC in certain situations, and the ability for ITC recipients to directly transfer such ITCs.

addition to the incentives at the federal government, more than half of the states, and many local jurisdictions, have established property

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To prove compliance with such mandates, utilities must surrender solar

renewable energy credits (“SRECs”) to the applicable authority.

Solar energy system owners such as our investment funds often

are able to sell SRECs to utilities directly or in SREC markets.

While there are numerous federal, state and local government incentives

that benefit our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on NextNRG’s

renewable energy credits to the applicable authority.

While there are numerous federal, state and local government incentives that benefit

our business, some adverse interpretations or determinations of new and existing laws can have a negative impact on our business.

Manufacturing

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in the coming years, or not decrease at the rates it has historically experienced, due to tariffs or other factors.

Eventually, NextNRG

believes that through its agreement with Midwest, it will be manufacturing some, if not all, of its products in-house.

Mobile Fueling

NextNRG’s Mobile Fueling solution offers on-demand and subscription-based

fuel delivery services, catering to individual consumers, fleets, marine, and other specialty markets.

Leveraging digital technology and

GPS-based systems, this service responds to the increasing preference for home and workplace product deliveries.

Particularly, our fleet

services are experiencing significant growth, providing a streamlined, efficient fueling option that allows commercial operators to optimize

operations and reduce downtime.

This innovation not only meets the modern demand for convenience but also aligns with the broader shift

towards more agile and responsive service models in today’s economy.

NextNRG’s app-based platform conveniently brings the gas station

to customers with a growing fleet of Mobile Fueling Trucks.

Mobile Fueling solution offers on-demand and subscription-based fuel delivery services, catering to individual consumers, fleets, marine,

and other specialty markets.

Leveraging digital technology and GPS-based systems, this service responds to the increasing preference

for home and workplace product deliveries.

Particularly, our fleet services are experiencing significant growth, providing a streamlined,

efficient fueling option that allows commercial operators to optimize operations and reduce downtime.

This innovation not only meets

the modern demand for convenience but also aligns with the broader shift towards more agile and responsive service models in today’s

NextNRG’s app-based platform conveniently brings

the gas station to customers with a growing fleet of Mobile Fueling Trucks.

NextNRG’s business verticals align to the high-use,

high demand cases in vehicle operations.

individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle

EzFill Mobile Delivery Truck

individual CONSUMERS, COMMERCIAL entities and SPECIALTY vehicle markets.

CONSUMERS, NextNRG services individual “consumer” customers directly at their residences or places of work.

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Our solution saves our customers valuable time and shaves time off

of our customers’ commutes to and from work.

our customers’ commutes to and from work.

Our Mobile Fueling Truck brings a convenient fueling solution that is disrupting

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Driver Fraud.

Research conducted by Fleet News confirmed the 64% of fleets have been the victims of fuel theft or fuel fraud.

According to a survey conducted by Shell, 93% of fleet managers think that some of their drivers are committing fraudulent activity

and 41% of fleet managers think that more than 10% of their drivers are committing fraudulent activity.

According to Shell’s

research, 48% of fleet managers think that improving practices to tackle fraud could reduce a fleets fuel spend by more than 5% and

14% of fleet managers believe it would reduce fuel spend by more than 10%.

NextNRG’s solution tackles fraud head on by taking

the drivers out of the equation.

NextNRG brings the fuel directly to our customers fleets and reduces the risk of driver related fuel

The rising cost of real estate in major metros over the past couple of years has caused many gas stations to close their

doors, leaving major cities without significant competition, which could lead to higher local fuel prices.

According to data provided

by Fueleconomy.gov there were 168,000 gas stations in 2004, compared to just 115,000 gas stations reported by marketwatch.com in

February 2020 (a 31% drop).

NextNRG’s App-based approach lowers our underlying costs and allows us to offer fuel with competitive

pricing in each zip code in which we operate.

2025 studies show that U.S.

commercial fleets lose 15-25% of their fuel budget to theft, fraud, or unauthorized

usage annually.

With fuel often accounting for approximately 25% of total operating costs, even modest leaks quickly become major

NextNRG’s solution tackles fraud head on by taking the drivers out of the equation.

NextNRG brings the fuel directly

to our customers’ fleets and reduces the risk of driver related fuel fraud.

Gas stations have a reputation of being unsafe locations.

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that occur at gas stations.

According to FBI crime data, over the past five years 1.3% of all violent crimes occurred at gas stations.

Violent crimes such as robberies and assaults are commonplace at gas stations because often, customer’s need to exit their

vehicles in remote and secluded areas, at late hours, with improper lighting and security at the location.

NextNRG’s Mobile

Fueling Trucks address these safety issues by bringing the fuel to the consumer, who, from the comfort of their home or office can

order a fill-up via our App without even going outdoors.

The customer simply needs to place the order and leave the gas tank access

open on their vehicle.

According to FBI crime data, 2% of all violent crimes occurred at gas stations.

Violent crimes such as robberies and assaults are commonplace at gas stations because often, customers need to exit their vehicles

in remote and secluded areas, at late hours, with improper lighting and security at the location.

NextNRG’s Mobile Fueling

Trucks address these safety issues by bringing the fuel to the consumer, who, from the comfort of their home or office can order

a fill-up via our app without even going outdoors.

The customer simply needs to place the order and leave the gas tank access open

on their vehicle.

Gas stations are hubs for fraud issues.

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Gas stations experience hundreds of millions of dollars in credit card fraud annually.

to the Florida Department of Agriculture, more than 1500 skimmers were found at Florida gas stations in 2019.

A study from FICO,

found that fraud from credit card skimmers is increasing at a rate of 10% per year.

The US Secret Service reports finding between

20 and 30 credit card skimmers at gas pumps per week.

NextNRG’s platform does not store any customer credit card data and uses

the latest in credit card processing technology to verify cards and secure customers’ payments to ensure authenticity of purchases.

NextNRG’s platform does not store any customer credit card

data and uses the latest in credit card processing technology to verify cards and secure customers’ payments to ensure authenticity

of purchases.

Environmental Concerns.

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are not available for underground tanks used by retail gas stations.

and Touchless .

According to a study conducted by the Kymberly Clark Group, the gas station pump handle is the dirtiest surface

Americans touch on their way to work.

Also, according to a recent study conducted by busbudy.com, gas station pumps have 11,000 times

more bacteria than the common household toilet seat, while pump station buttons contain 15,000 times more.

In addition to being germ

and bacteria infested, a recent article by njtvonline.org highlighted the near impossibility of social distancing at self-service

gas stations, further exacerbating the health risks of going to the gas station.

Mobile Fueling

Product Offerings

provide fuel delivery via our fleet of trucks in Florida, Texas, California, Arizona, Tennessee and Michigan.

Our goal is to service all our customers across all our lines of business at predictable locations during vehicle downtimes.

Our fleet currently includes 140 trucks that we utilize to deliver fuel directly to our customers.

We have three major

lines of business and to our knowledge we are the only company in the space which fuels all three verticals:

Sanitary and Touchless.

According to a study

conducted by the Kymberly Clark Group, the gas station pump handle is the dirtiest surface Americans touch on their way to work.

according to a recent study conducted by busbudy.com, gas station pumps have 11,000 times more bacteria than the common household toilet

seat, while pump station buttons contain 15,000 times more.

In addition to being germ and bacteria infested, a recent article by njtvonline.org

highlighted the near impossibility of social distancing at self-service gas stations, further exacerbating the health risks of going to

the gas station.

Fueling Product Offerings

provide fuel delivery via our fleet of trucks in Florida, Texas, California, Arizona, Oklahoma, Tennessee and Michigan.

to service all our customers across all our lines of business at predictable locations during vehicle downtimes.

Our fleet currently

includes 145 trucks that we utilize to deliver fuel directly to our customers.

We have three major lines of business and to

our knowledge we are the only company in the space which fuels all three verticals :

SERVICING CONSUMERS AT HOME AND AT WORK

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Broward, and Palm Beach counties.

Our service is a great new amenity for condominiums, which has been widely used by residents of the buildings we service and has been

enhancing residents’ experience.

Our service is a great new amenity for condominiums, which has been widely used by residents of the

buildings we service and has been enhancing residents’ experience.

entering agreements with local and national businesses, we work directly with businesses human resource departments to offer employee

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their single family homes, condominiums or apartments.

commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a

leading national grocer, a leading OEM, as well as a leading equipment rental company.

commercial vertical has serviced the fleets for many national and local businesses, such as a leading national delivery company, a leading

national grocer, a leading OEM, as well as a leading equipment rental company.

our specialty market vertical, we service hundreds of boats at various marinas across Miami-Dade and Broward Counties, as well as boats

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We are a preferred delivery partner for a mobile application with thousands of boat-owner users.

We have recently

begun developing this line of business and it is growing, mostly through existing customer outreach and strategic partnerships with marinas.

Systems, IT, User Interface and Experience

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generate outbound “fill reminder” communications to customers based on their recorded usage amounts and time intervals.

Mobile Fueling Application

Fueling Application

EzFill Mobile Application has been designed for iPhone and Android devices with our customers and convenience in mind.

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to check the previous fuel delivery requests and bills.

Mobile Fueling

Market Opportunity

provided by Statista indicates that there are about 286 million registered cars in the United States as of Q1 2023.

According to the

US Energy Information Administration, in 2022 the US used approximately 369 million gallons of fuel per day, with Florida utilizing nearly

21 million gallons per day.

According to Statista.com, in 2022, US gas stations produced revenues of roughly 738 billion dollars.

wants to take advantage of the growing number of US drivers and the dwindling number of gas stations by bringing the gas directly to

the consumers.

We feel that our service is years in the making and solves many problems posed by the legacy gas station.

NextNRG presents

a new way for Americans to get gas:

Fueling Market Opportunity

provided by Statista indicates that there were an estimated 298 million registered cars in the United States in 2025.

According to the U.S.

Energy Information Administration, in 2023 the U.S.

used approximately 375 million gallons of fuel per

NextNRG wants to take advantage of the growing number of U.S.

bringing the gas directly to the consumers.

We feel that our service solves many problems posed by the

legacy gas station.

NextNRG’s mobile fueling solution presents a new way for Americans to get gas:

at home, at the office, wherever, on demand.

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believes that the on-demand market will continue to grow and this growth will benefit its fuel delivery model.

believe our market opportunity is to expand into major MSAs across the continental U.S.

with sufficient concentration of business and

residential customers.

We want to be in locations where people rely heavily on their personal cars to get places.

Based on our research,

we have identified several major MSAs across the U.S that would be attractive for expansion.

believe our market opportunity is to expand into major metropolitan statistical areas (“MSAs”) across the continental U.S.

with sufficient concentration of business and residential customers.

We want to be in locations where people rely heavily on their personal

cars to get places.

we expand to a new market, we plan to employ a strategy that has helped us build a strong base of business in our existing market.

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the app and setting up their accounts.

Mobile Fueling

Growth Strategy

strategy is to leverage our established business partnerships and generate organic methods of acquiring new markets.

This has given us

significant brand recognition by the consumer and has enabled us to acquire competitor territories.

In doing so, we have generated a

substantial presence and footprint in the regional area in which we operate.

As we continue to develop our business relationships and

expand our fleet of trucks, our goal is to open in new markets throughout the US.

current focus is on expanding its geographic footprint.

We aim to open in new markets in the future both organically

and through acquisitions of existing companies in the space.

We make our expansion decisions based off of research into optimal target

markets where public transportation is less prevalent, leading to more residents owning cars and the areas where a demand for lifestyle

improving technology is present.

We also consider State/City/County regulations when assessing new areas to expand into.

We are targeting

high potential locations with the least regulations on mobile fuel delivery.

currently has strategic partnerships with businesses across industries such as property management, parking solutions services, travel

industry, delivery industry, transportation and logistics, marinas, and other diversified business sectors .

By establishing these

strategic business-to-business relationships, we are able to offer cost effective business solutions, whether through human resource

departments as employee perks, optimization of efficiency for fleet companies, or tenant satisfaction by adding amenities.

believes a strategic partnership with a major oil company will help with our expansion by enabling us to lower cost and attract a larger

customer base by selling branded gasoline.

However, there cannot be any assurance that NextNRG will be able to obtain such a strategic

The oil companies Exxon and Shell are both in the mobile fuel delivery space though investments in mobile fueling companies.

is a mobile fuel delivery service and competes with other local fuel delivery companies and gas stations.

Our mobile fuel delivery service competes with other local fuel delivery companies and gas stations.

We differentiate ourselves

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distinguish ourselves from our competitors by:

our customer’s experience and satisfaction;

our customers’ experience and satisfaction;

our customers ordering experience;

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all our customers with certified, accurate reports and detailed invoices.

industry has certain government regulations, NextNRG is dedicated to ensuring that we are always operating in a way that is in compliance

with all applicable regulations.

DOT/Hazmat Registration :

industry has certain government regulations.

NextNRG is dedicated to ensuring that we operate in a way that is in compliance with applicable

Registration :

We are required to be registered with the Department of Transportation to transport and dispense hazardous materials.

a company is registered to transport and dispense hazardous material.

Weights and Measures :

In order to ensure the accuracy of our fuel sales to customers, our fuel meters and registers have to be calibrated and certified

by the Florida Department of Agriculture.

NextNRG’s fuel meters and registers have been calibrated and certified by the Department

of Agriculture to be a fuel retailer.

CDL Licensing with Hazmat

Endorsement :

Drivers are required to have a Commercial Driver’s License with a Hazmat endorsement in order to operate the

Mobile Fueling Trucks.

NextNRG as a company is registered to transport and dispense hazardous material.

and Measures :

In order to ensure the accuracy of our fuel sales to customers, our fuel meters and registers have to be calibrated

and certified by the Florida Department of Agriculture.

NextNRG’s fuel meters and registers have been calibrated and certified

by the Department of Agriculture to be a fuel retailer.

Licensing with Hazmat Endorsement :

Drivers are required to have a Commercial Driver’s License with a Hazmat endorsement

in order to operate the Mobile Fueling Trucks.

All of our drivers have their Commercial Driver’s License with the Hazmat endorsement.

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in any new location.

costs of compliance includes general liability insurance, workers’ comp.

insurance, vehicle insurance, meters and registers maintenance

for yearly inspection, vehicle maintenance for yearly inspection, hazmat permits and licensing, safety procedures and equipment, emergency

response team, and live safety monitoring system.

costs of compliance include general liability insurance, workers’ compensation insurance, vehicle insurance, meters and registers

maintenance for yearly inspection, vehicle maintenance for yearly inspection, hazmat permits and licensing, safety procedures and equipment,

emergency response team, and live safety monitoring system.

safety protocol includes:

Management oversight

Live tracking 24-7

Safety spill kits

Automatic pump shut off

24-7 800 phone# support

tracking 24-7

pump shut off system

800 phone# support line

have implemented a safety protocol and monitoring system that allows us to operate at maximum efficiency in optimal safety conditions.

11 unchanged sentences

track the location of our Mobile Fueling Trucks and the inventory levels of each Mobile Fueling Truck.

Corporate Information

EzFill FL, LLC was established on July 27, 2016 in

the state of Florida.

The assets of EzFill, LLC were acquired as of April 9, 2019 by EzFill Holdings, Inc.

(formed in March of 2019) which

purchased certain assets of EzFill FL LLC’s mobile fueling business.

On February 13, 2025, EzFill Holdings, Inc.

was renamed as

NextNRG, Inc.

The business is headquartered in South Florida.

Our principal executive offices are located at 57

NW 183 rd Street, Miami, FL 33169, and our telephone number is 305-791-1169.

(formerly known as EzFill Holdings,

Inc.) was incorporated on April 20, 2016, in the State of Florida.

EzFill-FL, LLC was established on July 27, 2016 in the State of Florida.

The assets of EzFill-FL, LLC, constituting the mobile fueling business, were acquired as of April 9, 2019 by EzFill Holdings, Inc., which

was incorporated on March 28, 2019 in the State of Delaware.

On August 10, 2023, the Company, the members (the

“Members”) of Next Charging LLC (“Next Charging”) and Michael Farkas, as the representative of the Members, entered

into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100%

of the membership interests of Next Charging (the “Membership Interests”) in exchange for up to 40,000,000 shares of common

Subsequently, Next Charging converted to a corporation organized in the State of Nevada named NextNRG Holding Corp.

Holding”) effective as of March 1, 2024 (the “Conversion”), which Conversion continued the existence of the prior entity

in the new corporate form and the prior members of Next Charging remained as shareholders of Next Holding.

On June 11, 2024, in order to reflect the Conversion,

the Company, all of the shareholders of Next Holding and Mr.

Farkas as the representative of the Next Holding executed a second amended

and restated agreement to replace the Exchange Agreement in its entirety (the “Second Amended and Restated Exchange Agreement”).

Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Next Holding 100% of the shares

of Next Holding in exchange for the issuance by the Company to the Next Holding shareholders of Company common stock.

On September 25, 2024, the Company and Mr.

entered into the second amendment to the Second Amended and Restated Exchange Agreement (“Second Amendment”) to change the

number of the Company’s common stock shares to be issued to the Next Holding shareholders by the Company in exchange for 100% of

the shares of Next Holding to 100,000,000 shares of the Company’s common stock.

The Second Amendment also provided that in the event

Next Holding completes the acquisition of STAT-EI, Inc.

(“SEI” or “STAT”), prior to the closing, then 50,000,000

shares will vest on the closing date, and the remaining 50,000,000 shares will be subject to vesting or forfeiture (such shares subject

to vesting or forfeiture, the “Restricted Shares”).

Next Holding completed the acquisition of SEI on January 19, 2024, and

thus 50,000,000 vested on that closing date.

The remaining 50,000,000 restricted shares are subject to vesting or forfeiture.

of the 50,000,000 restricted shares will vest, if at all, upon the Company commercially deploying the third solar, wireless electric vehicle

charging, microgrid, and/or battery storage system (such systems as more specifically defined under the Second Amended and Restated Exchange

Agreement, as amended) and 25,000,000 of the 50,000,000 Restricted Shares will vest, if at all, upon the Company either reaching annual

revenues exceeding $100 million, the Company completing projects with deployment costs greater than $100 million, or the Company completing

a capital raise greater than $25 million.

to closing, the Company (i) increased the number of its authorized shares of common stock from 50,000,000 to 500,000,000, (ii) received

stockholder approval, (iii) received third-party consents, and (iv) ensured compliance with the rules and regulations of The Nasdaq Stock

On February 13, 2025, the closing of the transactions

contemplated by the Second Amended and Restated Exchange Agreement, as amended, was completed.

Pursuant to the terms of the Second Amended

and Restated Exchange Agreement, as amended, the Company issued an aggregate of 100,000,000 shares of common stock in exchange for all

of the issued and outstanding common stock of Next Holding, and Next Holding became a wholly owned subsidiary of the Company.

On February 13, 2025, the Company changed its name

from EzFill Holdings, Inc.

to NextNRG, Inc.

principal executive offices are located at 407 Lincoln Road, Ste 9F, Miami Beach, FL 33139, and our telephone number is (305) 786-NEXT.

Our website address is nextnrg.com.

contained on, or accessible through, our website is not a part of this Annual Report on Form 10-K.

Nextnrg.com, NextNRG, and other trade names, trademarks,

or service marks of NextNRG appearing in this annual report are the property of NextNRG.

Trade names, trademarks, and service marks of

other companies appearing in this annual report on Form 10-K are the property of their respective holders.

Information Statement

October 11, 2024, the Company filed a Definitive Information Statement on Schedule 14C (the “Information Statement”) with

the SEC in connection with the approval by the holders of a majority of the Company’s voting capital stock, by written consents

in lieu of meetings delivered on September 25, 2024, pursuant to Section 228 of the Delaware General Corporation Law (“DGCL”)

and Section 9 of Article II of our bylaws, providing approval for the following corporate actions:

(i) approving conversions of Series

A Preferred Stock and Series B Preferred Stock which will result in shares of the Company’s Common Stock issued that is equal or

greater than 20% of the Company’s issued and outstanding shares of Common Stock as of the date of such issuance;

and (ii) approving

an amendment to the Second Amended and Restated Exchange Agreement between the Company and NextNRG executed on June 11, 2024, whereby

the consideration to NextNRG was increased to 100,000,000 shares of Common Stock as well as additional changes to the vesting conditions

on the shares of Common Stock under such agreement, referred to herein together as the “Authorizations.”

with the Authorizations, all of the members of the Board, by written consents in lieu of a meeting, as provided under the DGCL, provided

similar authorizations.

Information Statement was furnished to our stockholders of record as of September 26, 2024 (the “Record Date”), solely for

the purpose of informing our stockholders of the actions taken by the written consent.

The actions taken by written consent of the majority

stockholders became effective is twenty (20) calendar days after the Information Statement was first mailed or otherwise delivered to

holders of our Common Stock as of the Record Date.

Purchase Agreement with Yoshi and Closing

November 18, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement” and the transactions

contemplated thereby the “Transactions”) with Yoshi, Inc., a Delaware Corporation (“Yoshi”), pursuant to which

the Company agreed to purchase from Yoshi, and Yoshi agreed to sell to the Company, Yoshi’s mobile fueling assets as set forth

in the Asset Purchase Agreement (the “Assets”) for a total purchase price of $2,000,000 (the “Purchase Price”).

The closing occurred on December 2, 2024 (the “Closing Date”) at which time the Purchase Price was paid as follows:

(i) $1,250,000

cash paid on the Closing Date;

(ii) $500,000 in the form of the Company’s common stock paid on the Closing Date;

and (iii) $250,000

in the form of a promissory note to be paid after 6 months but within 9 months of the Closing Date.

The Company’s common stock

to be issued by the Company to Yoshi as part of the Purchase Price was issued based on the Nasdaq closing price for Company’s common

stock on the last trading day prior to the Closing Date.

On the Closing Date, 201,613 shares of the Company’s common stock were

issued as part of the Purchase Price.

Assets, as set forth in detail on Schedule 1 and Schedule 2 of the Asset Purchase Agreement, consist of all of Yoshi’s equipment

and all the non-itemized or non-serialized equipment, parts, consumable and retail supplies and merchandise, office, shop and other equipment,

machinery, fixtures, tools, attachments, hoses, cables, supplies, leasehold improvements and other tangible personal property used in

Yoshi’s business as well as all of Yoshi’s rights to Yoshi’s business contracts used in Yoshi’s business.

to the Asset Purchase Agreement, the Company did not assume, nor agreed to pay, perform or discharge, any liability of Yoshi.

to the Asset Purchase Agreement, Yoshi agreed to pay all taxes associated with the Assets attributable to the taxable years or periods

ending prior to the Closing Date.

Pursuant to the Asset Purchase Agreement, Yoshi will maintain all rights and use of the name “Yoshi”

or “Yoshi Mobility.” Each party bore its own costs, fees and expenses in connection with the Asset Purchase Agreement and

the Transactions.

the Closing Date, the Company paid the Purchase Price, except for $600,000 of the cash consideration, to Yoshi, and Yoshi delivered to

the Company (i) a bill of sale for each of the Assets, (ii) an assignment and assumption agreement, and (iii) evidence that any and all

encumbrances on the Assets have been released and that termination statements with respect to all UCC financing statements relating to

any such encumbrances have been filed, or will be filed promptly following the Closing Date.

Upon the Company’s payment of the

remaining $600,000 of cash consideration to Yoshi, Yoshi will deliver to the Company all certificates of title to motor vehicles then

in Yoshi’s possession included in the Assets.

to the Asset Purchase Agreement, Yoshi and the Company agreed to indemnify each other for any losses incurred by a party as a result

of the other party’s inaccuracy in or breach of any representation or warranty, nonfulfillment, non-performance or other breach

of any covenant or agreement in the Asset Purchase Agreement, or any arrangements or agreements made or alleged to have been made with

any broker, finder or other agent in connection with the Transactions.

a result of the closing of the Transactions, the Company has officially commenced operations in four new States:

California, Michigan,

Tennessee and Texas.

The Company has started the process of integrating Yoshi’s assets, operations and customers into its growing

infrastructure.

foregoing disclosure regarding the Asset Purchase Agreement is qualified in its entirety by reference to the Asset Purchase Agreement,

which is incorporated herein by reference and attached hereto as Exhibit 10.89.

and Sale Agreement, License for Entry, and Bill of Sale, dated as of December 27, 2024

December 12, 2024, the Company and Shell Retail and Convenience Operations LLC d/b/a Shell TapUp and d/b/a Instafuel, a Delaware limited

liability company (“Shell”), entered into a Letter of Understanding (the “LOU”) in respect of the purchase and

sale of seventy-eight (78) trucks and certain above ground tanks for a total purchase price of $5,345,077 plus applicable taxes.

LOU provided the Company with an option of removing up to eight (8) trucks from the schedule of transferred assets, based on the results

of its inspections of the trucks, with the final purchase price being updated accordingly.

December 27, 2024, the Company and Shell entered into that certain Purchase and Sale Agreement, License for Entry, and Bill of Sale (the

“Agreement”) in closing the matters previously set forth in the LOU.

Pursuant to the Agreement, the Company purchased from

Shell seventy-three (73) trucks for $4,840,121.61 and six (6) atmospheric storage tanks for $80,000.

In connection with the signing of

the LOU, the Company paid a seven percent (7%) non-refundable downpayment in the amount of $379,755.39 on December 16, 2024.

The Agreement

provides for certain representations, covenants and indemnification obligations that are customary for these types of transactions.

Fueling Vendor Agreement, dated as of December 14, 2024

December 14, 2024, the Company and Amazon Logistics, Inc., a Delaware corporation (“Amazon”) entered into a Mobile Fueling

Vendor Agreement (the “Agreement”) in respect of certain mobile fueling products and services to be provided by the Company

Such products and services will include, but not be limited to, (i) the Company’s on-site fueling services for fleet

vehicles for both overnight and daytime fueling services to certain vehicles identified by Amazon stored at certain Amazon delivery locations

and other off-site locations designed by Amazon, and (ii) a designated account management team available to assist Amazon during normal

business hours and that will respond to escalations, questions and other support needed on a timely basis.

Agreement provides for certain service level agreements in connection with establishing a process to review the deployment plan as set

forth therein on at least a monthly basis to track progress and align on any required adjustments.

Further, the Agreement provides for

certain representations, covenants and indemnification provisions that are customary for these types of transactions.

term of the Agreement commences as of the Effective Date (as defined in the Agreement) and, unless earlier terminated as provided thereunder,

will continue for three (3) years (the “Initial Term”).

Following the Initial Term, Amazon has the unilateral right to extend

the Agreement for up to two (2) additional one-year terms by providing sixty (60) days’ notice to the Company of its intent to

extend the Agreement.

Promissory Notes (Also see Note 5 in the accompanying consolidated financial statements for a detail of our debt arrangements)

Note dated December 2, 2024

December 2, 2024, the Company and NextNRG entered into a promissory note (the “December 2 Note”) for the sum of $715,000

to be used for the Company’s working capital needs.

The December 2 Note has an original issue discount (“OID”) equal

The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum.

Unless the December 2 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along

with accrued interest, will be due and payable in full on December 2, 2025.

If the Company defaults on the December 2 Note, the unpaid

principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due.

Upon default, NextNRG

will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under

the December 2 Note into fully paid and non-assessable shares of the Company’s common stock.

The conversion price shall equal the

greater of the average VWAP over the five (5) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq

Capital Market on the date of the December 2 Note.

The Company and NextNRG have agreed that the total cumulative number of common stock

issued to NextNRG under the December 2 Note, together with all other transaction documents may not exceed the requirements of Nasdaq

Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval.

the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining

outstanding balance of this December 2 Note must be repaid in cash at the request of NextNRG.

The December 2 Note contains a protection

for NextNRG in the event the Company effectuates a split of its common stock.

In the event of a stock split, if the December 2 Note is

issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 2 Note

will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 3, 2024

December 3, 2024, the Company and NextNRG entered into a promissory note (the “December 3 Note”) for the sum of $275,000

to be used for the Company’s working capital needs.

The December 3 Note has an original issue discount (“OID”) equal

The unpaid principal balance of the December 3 Note has a fixed rate of interest of 8% per annum.

Unless the December 3 Note

is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 3 Note, along

with accrued interest, will be due and payable in full on December 3, 2025.

If the Company defaults on the December 3 Note, the unpaid

principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due.

Upon default, NextNRG

will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under

the December 3 Note into fully paid and non-assessable shares of the Company’s common stock.

The conversion price shall equal the

greater of the average VWAP over the five (5) Trading Day period prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company’s Common Stock on the Nasdaq

Capital Market on the date of the December 3 Note.

The Company and Next have agreed that the total cumulative number of common stock

issued to Next under this Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule

5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following shareholder approval.

If the Company

is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding

balance of this December 3 Note must be repaid in cash at the request of Next.

The December 3 Note contains a protection for Next in

the event the Company effectuates a split of its common stock.

In the event of a stock split, if the December 3 Note is issued and outstanding

and has not been converted, then the number of shares and the price for any conversion under the December 3 Note will be adjusted by

the same ratios or multipliers of, any such subdivision, split, reverse split.

Note dated December 17, 2024

December 17, 2024, the Company and NextNRG entered into a promissory note (the “December 17 Note”) for the sum of $580,000

to be used for the Company’s working capital needs.

The unpaid principal balance of the December 17 Note has a fixed rate of interest

of 8% per annum.

Unless the December 17 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein,

the balance of the December 17 Note, along with accrued interest, will be due and payable in full on December 17, 2025.

As part of the

promissory note, the parties acknowledged that $379,755.39 of the Loan was sent directly to a third party as a down payment for the purchase

of equipment.

If the Company defaults on the December 17 Note, the unpaid principal and interest sums, along with all other amounts payable,

multiplied by 150% will be immediately due.

Upon default, NextNRG will have the right to convert all or any part of the outstanding and

unpaid principal, interest, penalties, and all other amounts under the December 17 Note into fully paid and non-assessable shares of

the Company’s common stock.

The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period

prior to the conversion date;

or $0.70 (the “Floor Price”).

Notwithstanding the foregoing, the conversion price shall not

exceed the closing price of the Company’s Common Stock on the Nasdaq Capital Market on the date of the December 17 Note.

and NextNRG have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other transaction

documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation

will not apply following shareholder approval.

If the Company is unable to obtain shareholder approval to issue common stock to Next

in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this December 17 Note must be repaid in cash at the request

The December 17 Note contains a protection for NextNRG in the event the Company effectuates a split of its common stock.

the event of a stock split, if the December 17 Note is issued and outstanding and has not been converted, then the number of shares and

the price for any conversion under the December 17 Note will be adjusted by the same ratios or multipliers of, any such subdivision,

split, reverse split.

Farkas is the chief executive officer of NextNRG and is the beneficial holder of approximately 68.14% of the Company’s outstanding

shares of common stock.

Information contained on, or accessible through, our website is not a part of this Annual Report

on Form 10-K.

NextNRG, and other trade names, trademarks, or service marks of NextNRG appearing in this annual report are the property of NextNRG.

Trade names, trademarks, and service marks of other companies appearing in this annual report on Form 10-K are the property of their

respective holders.

Note, dated as of December 26, 2024.

December 26, 2024, the Company and Gad International Ltd.

(the “Lender”) entered into a promissory note (the “Gad

Note”) for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including

without limitation the purchase of equipment.

Unless the Gad Note is otherwise accelerated, or extended in accordance with the terms

and conditions therein, the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23,

Further, the Company agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan,

and an optional extension fee of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension

to the Loan, upon the Lender’s written consent.

If any amount payable under the Loan is not paid when due, whether at stated

maturity, by acceleration, or otherwise, such overdue amount will bear interest at a rate of twenty-one percent (21%).

Additionally,

the Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $5,000,000 worth of shares of

Company common stock to the Lender if the Gad Note is not repaid on or before February 23, 2025.

However, pursuant to an amendment

to the Gad Note, dated January 15, 2025, between the Company and the Lender, no shares of the Company can be issued without the

Company first receiving shareholder approval.

The Company has commenced the process of obtaining shareholder approval and once the

shareholder approval process is completed and the Company is authorized to issue the shares, the Company will issue the shares.

Company shall take no action to impair, hinder or impede either the approval process or the issuance of the shares in the event they

become owed to Lender.

Such shares of common stock will be valued based on the Nasdaq official closing price for the Company’s

common stock as of date of the issuance of the Gad Note.

The note was extended to March 23, 2025, and in exchange for the extension of the maturity date, the Company paid

a fee of $200,000.

(the “Lender”) entered into a promissory note (the “Gad Note”)

for the sum of $2,500,000 (the “Loan”) to be used for the Company’s working capital needs, including without limitation

the purchase of equipment.

Unless the Gad Note is otherwise accelerated or extended in accordance with the terms and conditions therein,

the balance of the Gad Note, along with accrued interest, will be due and payable in full on February 23, 2025.

Further, the Company

agreed among other things to pay the Lender a commitment fee of $400,000 in consideration of the Loan, and an optional extension fee

of $200,000 for any month or part thereof in which the Company requests an additional 30-day extension to the Loan, upon the Lender’s

written consent.

If any amount payable under the Loan is not paid when due, whether at stated maturity, by acceleration, or otherwise,

such overdue amount will bear interest at a rate of 21%.

Additionally, the Company agreed to execute an irrevocable transfer instruction

with its transfer agent to issue $5,000,000 worth of shares of Company common stock to the Lender if the Gad Note is not repaid on or

before February 23, 2025.

However, pursuant to an amendment to the Gad Note, dated January 15, 2025, between the Company and the Lender,

no shares of the Company can be issued without the Company first receiving shareholder approval.

The Company has commenced the process

of obtaining shareholder approval and once the shareholder approval process is completed and the Company is authorized to issue the shares,

the Company will issue the shares.

The Company shall take no action to impair, hinder or impede either the approval process or the issuance

of the shares in the event they become owed to Lender.

Such shares of common stock will be valued based on the Nasdaq official closing

price for the Company’s common stock as of date of the issuance of the Gad Note.

The note was extended to March 23, 2025, and in

exchange for the extension of the maturity date, the Company paid a fee of $200,000.

The note was paid in full on March 26, 2025.

Note, dated as of December 30, 2024 .

30 unchanged sentences

shares of common stock.

Note, dated as of January 15, 2025

January 15, 2025, the Company and Alcourt LLC (the “Alcourt”) entered into a promissory note (the “Alcourt Note”)

for the sum of $1,000,000 to be used for the Company’s working capital needs, including without limitation the purchase of equipment.

The Alcourt Note was issued with an original issue discount of $50,000.

The unpaid principal balance of the Alcourt Note has a fixed

rate of interest of 15% per annum.

Unless the Alcourt Note is otherwise accelerated, or extended in accordance with the terms and conditions

therein, the balance of the Alcourt Note, along with accrued interest, will be due and payable in full on April 15, 2025 (“Maturity

If the Alcourt Note is not repaid by the Maturity Date, for any reason whatsoever, the Company will issue shares of the

Company’s common stock with a then current value of $500,000 to Alcourt (the “Extension Fee”).

The shares will be valued

based on the greater of:

(i) the closing price of the Company’s common stock on the Maturity Date;

or (ii) $1.00 per share;

the Company’s common stock is trading below $1.00 per share, Alcourt can elect to receive the Extension Fee of $500,000 in cash.

The Company agreed to execute an irrevocable transfer instruction with its transfer agent to issue $500,000 worth of shares of Company

common stock to Alcourt if the Alcourt Note is not repaid on or before April 15, 2025.

Upon payment of the Extension Fee, the Maturity

Date shall be extended until July 15, 2025.

Additionally, if Alcourt Note is paid at any time after the initial Maturity Date, the Company

shall pay a $50,000 termination fee together with the repayment of the principal, accrued unpaid interest, and any other charges due

No shares of the Company shall be issued without the Company first receiving shareholder approval.

The Company has commenced

the process of obtaining shareholder approval as soon as reasonably practicable after execution of the Alcourt Note.

note was repaid in full in February 2025.

holders of a majority of the Company’s voting capital stock, by written consents in lieu of meetings delivered on January 15, 2025,

pursuant to Section 228 of the Delaware General Corporation Law and Section 9 of Article II of our bylaws, provided approval for the

following corporate actions (the “Authorizations”):

possible issuance of shares of the Company common stock with a then current value of $500,000 under that certain promissory note,

dated as of January 15, 2025, by and between the Company and Alcourt LLC, in the event that such note is not repaid by April 15,

2025, this note was repaid in full in February 2025.;

possible issuance of $5,000,000 worth of shares of Company common stock under that certain promissory note, dated as of December

26, 2024, by and between the Company and Gad International Ltd., as amended by that certain amendment to promissory note, dated as

of January 15, 2025, in the event that such promissory note is not repaid on or before February 23, 2025.

The note was extended to March 23, 2025, and in exchange for the extension

of the maturity date, the Company paid a fee of $200,000;

possible issuance of shares of Company common stock under those certain promissory notes by and between the Company and NextNRG Holding

Corp., dated as of November 14, 2024, December 2, 2024, December 3, 2024, December 17, 2024 and December 30, 2024.

consents were obtained in compliance with Nasdaq Listing Rules 5635(a) and 5635(d), as applicable, which require in relevant part that

the Company may not issue shares of its common stock (or securities convertible into or exercisable for common stock) in other than public

offerings or in connection an acquisition without stockholder approval if the aggregate number of shares of common stock issued would

be equal to or greater than 20% of the Company’s issued and outstanding shares of common stock as of the date of issuance.

Company has filed with the Commission a definitive information statement under cover of Schedule 14C in respect of the Authorizations

and expects to disseminate such information statement as soon as reasonably practicable.

Receivable Financing Arrangements, dated as of December 27, 2024

December 27, 2024, the Company entered certain receivable financing arrangements with the following parties:

(i) Revenue Purchase Agreement

and Guaranty of Performance with GALT FUNDING Co.

(the “Galt Agreement”);

(ii) Sales of Future Receipts Agreement with Redstone

(the “Redstone Agreement”);

and (iii) Future Receivables Sale and Purchase Agreement with Funderzgroup LLC dba

Advance (the “Funderzgroup Agreement”, and together with the Galt Agreement and the Redstone Agreement, the “Receivable

Financing Agreements”).

Each of the Receivable Financing Agreements shall expire when the amounts financed thereunder are paid

in full to the respective lenders, which the Company expects to be approximately six (6) months from the date of their signing.

Agreement provides the Company with $500,000 in receivables financing subject to an origination fee of $15,000 and a payment schedule

of $27,500 per week.

The Redstone Agreement provides the Company with $1,000,000 in receivables financing subject to an origination fee

of $30,035 and a payment schedule of $55,000 per week.

The Funderzgroup Agreement provides the Company with $1,000,000 in receivables

financing subject to fees of $30,035 and a payment schedule of $55,000 per week.

Each of the Receivable Financing Agreements provide

for certain representations and covenants that are customary for these types of transactions.

Notice of Failure to Satisfy Continued Listing Rule

January 10, 2025, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq indicating

that the Company no longer complies with Nasdaq rules for continued listing because the Company has not yet held an annual meeting of

stockholders within one year after the end of the Company’s fiscal year ended December 31, 2023, as required pursuant to Nasdaq

Listing Rule 5620(a) (the “Annual Meeting Requirement”).The Company has 45 calendar days to submit a plan to regain compliance

and, if the Staff accepts the Company’s plan, the Staff can grant an exception of up to 180 calendar days from December 31, 2024,

or until June 30, 2025, to regain compliance.

The Company plans to timely submit such a plan for the Staff’s consideration.

can be no assurance that the Staff will accept the Company’s plan to regain compliance with the Annual Meeting Requirement, or

that the Company will evidence compliance with the Annual Meeting Requirement during any extension period that the Staff may grant.

the Staff does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings

Prior to receiving the deficiency letter from the Nasdaq regarding the Annual Meeting Requirement, on December 31, 2024, the Company

filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A relating to its planned annual meeting

of stockholders for the fiscal year ended December 31, 2023.

The stockholders meeting for the fiscal year ended December 31, 2023 was

held on January 16, 2025.

On January 22, 2025, the Company received a letter from the Staff of Nasdaq confirming that the Company has

regained compliance with the Annual Meeting Requirement.

of the NextNRG Acquisition

Company, the members of Next Charging LLC (the “Members”) and Michael Farkas, an individual, as the representative of the

Members entered into an Exchange Agreement dated August 10, 2023 as amended by the Amended and Restated Exchange Agreement, dated November

2, 2023 (as so amended the “Original Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members

100% of the membership interests of Next Charging LLC in exchange for the issuance by the Company to the Members of shares of common

stock, par value $0.0001 per share, of the Company (the “Common Stock”).

Subsequently, Next Charging LLC converted to a corporation

organized in the State of Nevada named NextNRG Holding Corp.

(“Next”) effective as of March 1, 2024 (the “Conversion”),

which Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging LLC remained

as shareholders of NextNRG.

June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of Next (the “Shareholders”) and

Michael Farkas as the representative of the Shareholders (the “Shareholders’ Representative”) executed a second amended

and restated agreement to replace the Original Exchange Agreement in its entirety (the “Second Amended and Restated Exchange Agreement”).

Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Shareholders 100% of the shares

of Next in exchange for the issuance by the Company to the Shareholders of Common Stock.

July 22, 2024, the Company and the Shareholders’ Representative entered into the first amendment to the Second Amended and Restated

Exchange Agreement (“First Amendment”) to add a new section 2.10 to the Second Amended and Restated Exchange Agreement providing

that, in the event that the Company at any time prior to the closing undertakes any forward split of the Common Stock, or any reverse

split of the Common Stock, any references to numbers of shares of Common Stock and the shares of Common Stock to be issued to the Shareholders

as set forth in the Second Amended and Restated Exchange Agreement shall be deemed automatically updated and adjusted to the extent still

Company and the Shareholders’ Representative entered into the second amendment to the Second Amended and Restated Exchange Agreement

(“Second Amendment”).

Under the Second Amendment, the consideration to be paid to the Shareholders was revised from 40,000,000

shares of Common Stock to 100,000,000 shares of Common Stock (“Exchange Shares”) of which, 25,000,000 or 50,000,000 shares

of the Exchange Shares would be vested on the closing date, and the remaining 75,000,000 or 50,000,000 shares of the Exchange Shares

would be subject to vesting or forfeiture.

The Second Amendment also provides that in the event that the acquisition of an acquisition

target (as defined under the Second Amended and Restated Exchange Agreement) by Next (the “Target”), directly or indirectly

through Next or a subsidiary of Next, had been completed prior to the closing, then 50,000,000 of the Exchange Shares would be the “Vested

Shares” and 50,000,000 of the Exchange Shares would be the “Restricted Shares” subject to vesting.

In the event that

the acquisition of the acquisition Target by Next, directly or indirectly through Next or a subsidiary of Next, had not been completed

prior to the closing, then 25,000,000 of the Exchange Shares shall be the “Vested Shares” and 75,000,000 of the Exchange

Shares shall be the “Restricted Shares” subject to vesting.

The Second Amendment also amends and restates the vesting schedule

for the Restricted Shares and includes amendments to omit and amend certain provisions of the Second Amended and Restated Exchange Agreement

in light of the amendment to the Company’s amended and restated certificate of incorporation.

February 13, 2025, the closing of the transactions contemplated by the Second Amended and Restated Exchange Agreement, as amended by

the First Amendment and Second Amendment, was completed, and in connection therewith Next became a wholly owned subsidiary of the Company.

of March 25, 2025, we had a total of approximately 163 employees, all of whom were full-time.

None of our employees are covered by a

collective bargaining agreement, and we consider our relations with our employees to be good.

lease office space at 2999 NE 191 st Street, Aventura, FL 33180 and pay approximately $26,000 per month, including operating

expenses and taxes.

We currently sublet this property at a rate of $16,000 per month.

lease our current office space at 57 NW 183 rd Street and pay $10,300 per month.

Additionally,

we have office space and parking for our trucks at our fuel supplier located at 2965 E.

11 th Ave., Hialeah, FL 3301 and pay

$8,250 per month.

also have access to parking for our trucks at various locations of Palmdale Oil Company in Florida.

Finally, we lease approximately 3,000

square feet of office space, located at 407 Lincoln Road, Ste 9F, Miami Beach, FL 33139.

The Company is not charged any fees for this arrangement.

believe our current office space is sufficient to meet our needs

time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business.

is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm our business.

the date of this Annual Report, management believes that there are no claims against us, which it believes will result in a material

adverse effect on our business or financial condition.

Corporate Name Change and Ticker Symbol.

Effective February 14, 2025, the Company changed its

corporate name from “EzFill Holdings, Inc.” to “NextNRG, Inc.” Concurrently, the Company’s common stock ceased trading

under the ticker symbol “EZFL” and began trading on the Nasdaq Capital Market under the ticker symbol “NXXT,” with

a new CUSIP number of 652941105.

The name change followed the closing of the NextNRG acquisition on February 13, 2025 and reflects the

Company’s strategic focus on renewable energy, mobile fueling, and next-generation energy infrastructure.

Public Offering.

On February 18, 2025, the Company closed a public

offering of 5,000,000 shares of common stock at a price of $3.00 per share, for gross proceeds of $15,000,000 before deducting underwriting

discounts and offering expenses.

Sale of Future Receipts — Redstone Advance

Inc., dated as of March 24, 2025.

On March 24, 2025, the Company entered into a Sale

of Future Receipts Agreement (the “Redstone Agreement”) with Redstone Advance Inc.

(“Redstone”).

Pursuant to the Redstone

Agreement, the Company agreed to sell to Redstone future proceeds of sales made by the Company in the amount of $3,217,700, and to deliver

20% of such future receipts to Redstone on a daily basis, subject to periodic reconciliation.

As consideration, Redstone agreed to pay

the Company $2,300,000, minus $784,000 representing fees and amounts applied to satisfy prior balances, resulting in net proceeds to the

Company of $1,516,000.

The Company authorized Redstone to debit an initial periodic amount of $125,000 per business day, representing

20% of the Company’s future receipts, subject to reconciliation.

Farkas, the Company’s Chief Executive Officer, Chairman of

the Board of Directors, and beneficial holder of a majority of the Company’s outstanding common stock, personally guaranteed the Company’s

obligations under the Redstone Agreement.

Sale of Future Receipts — Mr.

Advance Agreement,

dated as of March 25, 2025.

On March 25, 2025, the Company entered into a Future

Receivables Sale and Purchase Agreement with Funderzgroup LLC d/b/a Mr.

Advance (“Mr.

Pursuant to the agreement,

the Company sold to Mr.

Advance its right, title, and interest in 7.54% of future receipts until the purchased amount has been delivered

As consideration, Mr.

Advance agreed to pay the Company $2,300,000, minus $784,035 representing fees and amounts applied to satisfy

prior balances, resulting in net proceeds to the Company of $1,515,965.

The Company authorized Mr.

Advance to debit $125,000 on a weekly

basis, subject to modification.

Farkas personally guaranteed the Company’s obligations under this agreement.

Fee Agreement with Michael D.

Farkas, dated as

of March 25, 2025.

On March 25, 2025, the Company entered into a Fee

Agreement with Mr.

Farkas pursuant to which, in consideration of Mr.

Farkas personally guaranteeing certain loans entered into by the

Company, the Company agreed to pay Mr.

Farkas a fee equal to 3% of the funds personally guaranteed by Mr.

Farkas on the Company’s behalf,

payable upon receipt by the Company of the corresponding loan proceeds.

Promissory Note with Alcourt LLC, dated as of March

On March 31, 2025, the Company issued a promissory

note in the principal sum of $1,000,000 in favor of Alcourt LLC (“Alcourt”), bearing interest at a rate of 15% per annum and

issued with an original issue discount of $150,000, with an initial maturity date of April 30, 2025.

The parties subsequently extended

the maturity date on multiple occasions in exchange for issuances of restricted shares of common stock:

on May 21, 2025, in exchange for

26,000 shares, the maturity date was extended to May 31, 2025;

on June 23, 2025, in exchange for 90,000 shares, the maturity date was

extended to June 30, 2025, with an option to extend for additional one-month periods up to September 30, 2025 in exchange for 90,000 additional

shares per extension;

and on July 1, 2025, in exchange for 180,000 shares, the maturity date was extended to September 30, 2025.

note was subsequently paid in full, with $234,000 of the proceeds from the Equify Financial equipment lease described below applied to

satisfy amounts outstanding under the note.

Promissory Notes with Michael D.

May and June 2025.

Between May 5, 2025 and June 10, 2025, the Company

entered into five promissory notes with Michael D.

Farkas for working capital needs, each bearing a fixed interest rate of 12% per annum

and maturing on the earlier of one year from the date of issuance or the date the Company completes a cumulative capital raise of at least

$4,000,000 following that note’s issuance date.

On May 5, 2025, the Company issued a note in the principal amount of $600,000 with an

original issue discount of $72,000.

On May 9, 2025, the Company issued a note in the principal amount of $112,000 with an original issue

discount of $12,000.

On May 19, 2025, the Company issued a note in the principal amount of $224,000 with an original issue discount of

On May 20, 2025, the Company issued a note in the principal amount of $196,000 with an original issue discount of $21,000.

June 10, 2025, the Company issued a note in the principal amount of $436,000 with an original issue discount of $46,000.

The aggregate

principal amount of the five notes was $1,568,000.

These notes were extinguished in full on September 18, 2025 through the debt-for-equity

exchange with Mr.

Farkas described below.

Stock Purchase Agreement — Agile Capital

Funding LLC, dated as of June 20, 2025.

On June 20, 2025, the Company entered into a Stock

Purchase Agreement with Agile Capital Funding LLC (“Agile Capital”) pursuant to which the Company agreed to issue and sell 256,667

shares of common stock at a purchase price of $3.00 per share, for an aggregate purchase price of approximately $770,000.

In lieu of paying

cash for the shares, Agile Capital agreed to absolve Next NRG LLC, a wholly owned subsidiary of the Company’s subsidiary NextNRG Holding

Corp., of $770,000 of outstanding liability owed to Agile Capital under a Future Receivables Purchase and Sale Agreement dated December

The shares were offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No.

Future Receivables Sale and Purchase Agreement

— March 2026.

On June 27, 2025, the Company entered into loan agreements

with two accredited investors, each providing the Company a loan of $1,500,000, for aggregate principal of $3,000,000.

In lieu of periodic

cash interest payments, the Company paid the full interest obligation for the term of both loans upfront in equity, issuing an aggregate

of 450,000 shares of common stock at $3.00 per share (total stated interest of $1,350,000, equal to 45% of principal).

To secure the loans,

the Company pledged an aggregate of 5,800,000 shares of common stock, with 2,900,000 pledged shares attributable to each loan.

default on either loan, the applicable lender would receive 2,900,000 pledged shares, sell only the number of shares necessary to recover

its outstanding principal, and return any unsold pledged shares to the Company at no cost.

All interest shares and pledged shares were

registered pursuant to the Company’s shelf registration statement and a related prospectus supplement filed June 30, 2025.

At The Market Sales Agreement, dated as of July

On July 3, 2025, the Company entered into an At The

Market Sales Agreement (the “ATM Agreement”) with ThinkEquity LLC, H.C.

Wainwright & Co., LLC, and Roth Capital Partners,

LLC, as sales agents, pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate

offering price of up to $75,000,000.

The agents agreed to use commercially reasonable efforts to sell shares on Nasdaq or in privately

negotiated transactions based upon the Company’s instructions, and the Company agreed to pay a fixed commission of 3.0% of aggregate gross

On November 14, 2025, the Company and the agents entered into Amendment No.

1 to the ATM Agreement, reducing the aggregate allowed

offering amount from $75,000,000 to $60,000,000, with no other changes to the terms.

The ATM Agreement was terminated effective January

Stock Purchase Agreement — Debt-for-Equity

Exchange with Redstone, dated as of July 11, 2025.

On July 11, 2025, the Company entered into a Stock

Purchase Agreement with Redstone pursuant to which the Company issued 1,081,395 restricted shares of common stock at a price of $2.15

The purchase price was satisfied through Redstone’s cancellation and discharge of $2,325,000 of outstanding indebtedness owed

by the Company under the Redstone Agreement dated March 24, 2025.

The issuance was made in reliance on the exemption from registration

provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Promissory Note, dated as of July 15, 2025.

On July 15, 2025, the Company entered into a promissory

note with a third-party lender in the principal sum of $2,000,000 for working capital purposes, bearing interest at a fixed rate of 18%

per annum, issued with an original issue discount of 5%, and originally maturing on March 11, 2026.

The Company is required to make monthly

payments of $125,000 beginning August 15, 2025.

In lieu of paying $360,000 of accrued interest in cash, the Company elected to issue 197,802

restricted shares of common stock at approximately $1.82 per share, and additionally issued 126,373 shares of common stock as commitment

This note was terminated on March 11, 2026, as described below.

Equipment Lease — Equify Financial, LLC,

dated as of August 4, 2025.

On August 4, 2025, the Company entered into Equipment

Lease Schedule No.

002 under its Master Lease Agreement with Equify Financial, LLC to lease fuel trucks and related equipment totaling

The 36-month lease requires one initial payment of $35,685 and 35 subsequent monthly payments of $35,685 commencing September

20, 2025, and includes a Terminal Rental Adjustment Clause with an end-of-term purchase option of $232,920.

Lease proceeds were disbursed

as $820,600 to the Company, $234,000 to Alcourt in full satisfaction of amounts outstanding under the Alcourt promissory note, and $110,000

for tax, title, and license costs.

Securities Purchase Agreement and Senior Secured

Convertible Notes.

On September 8, 2025, the Company entered into a Securities

Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the

Company agreed to sell (i) senior secured convertible notes in an aggregate original principal amount of up to $11,800,000 (the “Notes”),

convertible into shares of common stock, par value $0.0001 per share, and (ii) warrants to purchase up to 3,000,000 shares of common stock

at an exercise price of $5.00 per share (the “Warrants”).

In connection with the Purchase Agreement, the Company also agreed

to issue to a consultant of the Investor due diligence notes in an 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 (the “Due Diligence Warrants”),

on the same terms as the Notes and Warrants, respectively.

The Company and the Investor also entered into a registration rights agreement

and a security agreement on the same date.

No interest accrues on the Notes prior to an Event

of Default or the Maturity Date;

thereafter, interest accrues at the lesser of 18% per annum or the maximum rate permitted by applicable

The Notes are convertible at a conversion price equal to the Nasdaq Minimum Price at the applicable closing, subject to anti-dilution

adjustment, provided that the conversion price shall not fall below a specified floor price.

The Company agreed that, for so long as any

amount remains outstanding under the Notes, it will not issue equity at a price below the highest per-share price under the Purchase Agreement

and will not enter into any equity line of credit or variable-rate equity instruments without the Investor’s consent.

Share issuances

under these instruments are capped at 19.9% of outstanding common stock absent shareholder approval, the Investor received a right to

participate in future financings for 12 months from the initial closing for up to 50% of each such financing, and the Company’s Chief

Executive Officer provided the Investor with an unconditional personal guaranty of the Company’s obligations.

Under the Security Agreement,

the Company and certain subsidiaries granted the Investor a first-priority security interest in substantially all of the Company’s assets.

The Company completed four closings under the Purchase

at the initial closing on September 8, 2025, the Company issued Notes of $2,950,000 and Warrants for up to 750,000 shares,

plus Due Diligence Notes of $295,000 and Due Diligence Warrants for up to 75,000 shares, receiving $2,500,000 in gross proceeds at an

18% original issue discount;

at the second closing on October 3, 2025, the Company issued Notes of $1,475,000 and Warrants for up to 375,000

shares, plus Due Diligence Notes of $147,500 and Due Diligence Warrants for up to 37,500 shares, receiving $1,250,000 in gross proceeds

at a conversion price of $1.92 per share;

at the third closing on October 22, 2025, the Company issued Notes of $1,475,000 and Warrants

for up to 375,000 shares, plus Due Diligence Notes of $147,500 and Due Diligence Warrants for up to 37,500 shares, receiving $1,250,000

in gross proceeds at a conversion price of $1.82 per share;

and at the fourth closing on November 12, 2025, the Company issued Notes of

$2,950,000 and warrants and due diligence warrants for up to an aggregate of 825,000 shares, plus Due Diligence Notes of $295,000, receiving

$2,500,000 in gross proceeds at a conversion price of $1.688 per share.

Cumulative gross proceeds across the four closings totaled $7,500,000,

with aggregate Note and Due Diligence Note principal of $9,735,000.

The Purchase Agreement entitles the Investor to purchase additional

Notes and Warrants for five years from the initial closing for up to an additional $8,850,000 in aggregate Note principal and up to 2,250,000

additional Warrant shares.

Shares issuable upon conversion and warrant exercise were registered pursuant to the Company’s shelf registration

statement and related prospectus supplements beginning September 9, 2025.

Stock Purchase Agreement with Michael D.

dated as of September 18, 2025

On September 18, 2025, the Company entered into a

Stock Purchase Agreement with Mr.

Farkas pursuant to which the Company issued 1,000,000 restricted shares of common stock at a price of

$1.67 per share.

The $1,670,000 purchase price was satisfied through the cancellation and discharge of outstanding indebtedness owed by

the Company to Mr.

Farkas under the May 5, May 9, May 19, May 20, and June 10 Notes.

Power Purchase Agreements — Sunnyside and

Topanga, dated November 2025

In November 2025, two wholly owned subsidiaries of

the Company, NextNRG Sunnyside Microgrid LLC and NextNRG Topanga Microgrid LLC, entered into long-term power purchase agreements with

Sunnyside Nursing and Post-Acute Care Center and Topanga Nursing and Post-Acute Care Center, respectively.

Under each agreement, the applicable

subsidiary agreed to design, construct, install, own, operate, and maintain an on-site photovoltaic solar and battery energy storage system

at the respective facility, and the facility agreed to purchase all electricity generated by the system at a contracted price per kilowatt-hour

over the term.

The Sunnyside system consists of a 409 kW solar array paired with a 300 kW / 1,200 kWh battery, and the Topanga system

consists of a 350 kW solar array paired with a 250 kW / 1,000 kWh battery.

Each agreement has an initial term of 28 years commencing on

the applicable commercial operation date, with options for two additional five-year renewal periods.

The anticipated commercial operation

date for both systems is October 30, 2026, with an outside commercial operation date of December 30, 2026.

Environmental incentives, environmental

attributes, and tax credits associated with each system accrue to the applicable NextNRG subsidiary.

Each agreement also includes a declining

early termination payment schedule and grants the facility an option to acquire the system at fair market value at specified times during

Stock Purchase Agreement with Michael D.

dated as of November 24, 2025.

On November 24, 2025, the Company entered into a Stock

Purchase Agreement with Mr.

Farkas pursuant to which the Company issued 1,000,000 restricted shares of common stock at a price of $1.04

per share in exchange for Mr.

Farkas’s settlement of $1,040,000 of accrued interest outstanding under promissory notes issued by the Company

or its subsidiaries to Mr.

Farkas between June 2023 and February 2025.

The principal amounts under such promissory notes remain outstanding.

Annual Meeting of Stockholders.

On December 29, 2025, the Company held its 2025 Annual

Meeting of Stockholders.

Stockholders voted to:

(i) elect five directors to serve until the next annual meeting;

(ii) approve a change

in the Company’s state of incorporation from Delaware to Nevada;

and (iii) ratify M&K CPAs, PLLC as the Company’s independent registered

public accounting firm for fiscal year 2025.

All three matters were approved.

The reincorporation to Nevada is intended to reduce the

Company’s recurring state costs, with Delaware franchise taxes having totaled $121,016 for fiscal year 2024.

Subsequent Events

ATM Termination.

On January 17, 2026, the Company

terminated the ATM Agreement with ThinkEquity LLC, H.C.

Wainwright & Co., LLC, and Roth Capital Partners, LLC.

No shares were sold

under the ATM Agreement prior to its termination.

The Company stated it has no immediate plans to enter into a new at-the-market program,

and intends to prioritize strategic investors to support long-term growth.

Stock Purchase Agreements — January 2026.

On January 20, 2026, the Company entered into a Stock

Purchase Agreement with an investor pursuant to which the Company agreed to sell 462,962 shares of common stock at a purchase price of

$1.08 per share, for aggregate proceeds of $500,000.

On January 28, 2026, the Company entered into a Stock Purchase Agreement with an

investor pursuant to which the Company agreed to sell 368,421 shares of common stock at $0.95 per share, for proceeds of $350,000.

January 29, 2026, the Company entered into a Stock Purchase Agreement with the same investor pursuant to which the Company agreed to sell

154,639 shares of common stock at $0.97 per share, for proceeds of $150,000.

Stock Purchase Agreement — February 2026.

On February 12, 2026, the Company entered into a Stock

Purchase Agreement pursuant to which the Company agreed to sell 300,000 shares of common stock at $0.75 per share, for aggregate proceeds

On February 18, 2026, the Company entered into a Stock Purchase Agreement pursuant to which the Company agreed to sell 133,333

shares of common stock at $0.75 per share, for aggregate proceeds of $100,000.

Future Receivables Sale and Purchase Agreement

— March 2026.

On March 9, 2026, the Company entered into a Future

Receivables Sale and Purchase Agreement with a funding counterparty, pursuant to which the Company agreed to sell 6.87% of its future

receipts until a total of $2,772,000 has been delivered, in exchange for consideration of $2,100,000 less $105,035 in fees, resulting

in net proceeds of approximately $1,994,965.

The Company is required to make fixed biweekly payments initially equal to $231,000, subject

to reconciliation.

The Company granted the purchaser a first-priority lien on its accounts, receivables, deposit accounts, and inventory.

Farkas personally guaranteed the Company’s obligations under this agreement.

July 15 Note Termination — March 2026.

On March 11, 2026, the Company entered into a Stock

Purchase Agreement with the holder of the July 15, 2025 promissory note (the “Noteholder”), pursuant to which the Company agreed

to issue and sell 3,181,818 shares of common stock to the Noteholder at a purchase price of $0.55 per share, for an aggregate purchase

price of $1,750,000.

In lieu of paying cash, the Noteholder agreed to absolve the Company of $1,750,000 of outstanding liability under

the July 15 Note.

In connection with the closing, the July 15 Note was terminated in its entirety and rendered null and void.

Nasdaq Minimum Bid Price Notice — March 2026.

On March 16, 2026, the Company received written notice from the Nasdaq Listing Qualifications Department indicating that the Company is

not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).

The notification has no immediate

effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.

The Company has 180 calendar days, or until

September 14, 2026, in which to regain compliance.

If at any time during this period the closing bid price of the Company’s common stock

is at least $1.00 per share for a minimum of 10 consecutive business days, compliance will be restored.

If the Company fails to regain

compliance within the initial 180-day period, it may be eligible for an additional 180-day compliance period, subject to meeting applicable

listing standards, which may include effecting a reverse stock split to cure the deficiency.

There can be no assurance that the Company

will be able to regain compliance within the applicable period.

Leviston Resources Financing — April 2026.

April 1, 2026, the Company entered into a Securities Purchase Agreement with Leviston Resources, LLC (“Leviston”) pursuant to

which the Company issued a senior secured convertible promissory note in the principal amount of $1,724,444 (the “Leviston Note”)

for a purchase price of $1,552,000, reflecting an original issue discount of $172,444.

As additional consideration, the Company issued

243,300 shares of common stock to Leviston on April 1, 2026.

The Leviston Note bears interest at 10% per annum with interest guaranteed

for the full six-month term regardless of any prepayment or conversion, and matures on October 1, 2026.

The Leviston Note is a senior

secured obligation of the Company, secured by a first-priority security interest in substantially all of the Company’s assets, including

100% of the equity interests in the Company’s directly-owned subsidiaries.

The Leviston Note is convertible into shares of common stock

only upon and following an Event of Default, at a conversion price equal to 80% of the average of the three lowest daily VWAP figures

during the 15 trading days preceding the conversion date, subject to a floor price of $0.10 per share, and subject to an equity blocker

of 4.99% (extendable to 9.99%) and a hard cap of 19.99% of outstanding shares under Nasdaq Listing Rule 5635(d).

The Company may prepay

the Leviston Note at any time prior to October 1, 2026;

provided that prepayment after 60 days from issuance requires payment of 110%

of the outstanding balance plus all guaranteed interest for the full six-month term.

Upon an Event of Default, all outstanding obligations

automatically increase to 150% of the then-outstanding balance and accrue default interest at the lesser of 18% per annum or the maximum

rate permitted by law.

Leviston also received rollover and piggyback registration rights, right of participation and right of first refusal

in future financing transactions through the later of October 1, 2027 or full repayment of the Leviston Note, and most favored nation

rights for so long as any obligations remain outstanding.

Cashera Business Loan — April 2026.

On April 7, 2026, the Company and Cashera Private Credit Inc.

entered into a Business Loan and Security Agreement pursuant to which Cashera provided a term loan of $750,000 to the Company.

received net disbursement proceeds of $712,500 after a $37,500 origination fee.

The total repayment obligation is $1,050,000, representing

$300,000 in total interest, and is repaid in 24 weekly installments of $43,750 beginning immediately following disbursement, with a maturity

date of October 1, 2026 and an annual percentage rate of approximately 173.06%.

The Cashera loan is secured by a first-priority security

interest in substantially all of the Company’s assets, personally guaranteed by Mr.

Farkas, and cross-guaranteed by NextNRG Ops LLC, a

wholly owned subsidiary of the Company.

The agreement prohibits the Company from incurring additional debt without Cashera’s prior written

consent, with a $75,000 stacking fee per occurrence for any violation of this covenant.

Upon an event of default, Cashera may accelerate

all obligations, charge a 25% default fee on the outstanding balance, take possession of collateral, and file a confession of judgment

in the State of Utah .

of April 15, 2026, we had a total of approximately 177 employees, all of whom were full-time.

None of our employees are covered

by a collective bargaining agreement, and we consider our relations with our employees to be good.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business