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Item 5. Market for Registrant’s Common Equity

2026-04-16 compared with 2025-03-27 · 66 added, 42 removed, 8 unchanged (93% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock is traded on The NASDAQ Capital Markets under the symbol “NXXT.” Our common stock commenced trading on September

were 111,998,644 shares of common stock issued and outstanding as of March 25, 2025.

As of March 25, 2025, there were approximately 107

shareholders of record.

Our common stock is traded on The NASDAQ Capital Market

under the symbol “NXXT.”

of April 15, 2026, there were 156,654,973 shares of common stock issued and outstanding, and approximately 110 shareholders

have not paid any and have no present intention of paying any dividends on our capital stock.

3 unchanged sentences

of our common stock, if any, will provide a return to investors for at least the foreseeable future.

of Proceeds from the Sale of Registered Securities

September 14, 2021, our Registration Statement, as amended, and originally filed on Form S-1 (file No.

333-256691) was declared effective

by the SEC for our initial public offering of 7,187,500 shares of common stock, including 937,500 shares of common stock purchased by

the underwriters pursuant to the exercise of the over-allotment option each at an offering price of $4.00 per share, for aggregate gross

proceeds of approximately $28.75 million.

After deducting underwriting discounts, commissions and offering costs incurred by us of approximately

$3.50 million, the net proceeds from the offering were approximately $25.25 million.

ThinkEquity LLC acted as sole book-running manager

of the initial public offering.

No offering costs were paid or are payable, directly, or indirectly, to our directors or officers, to

persons owning 10% or more of any class of our equity securities, or to any of our affiliates.

has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the

SEC on September 14, 2021.

Upon receipt, the net proceeds from our IPO were held in cash, cash equivalents and short-term investments.

As of December 31, 2023, we have used approximately $25.25 million of the net proceeds from the IPO.

Pending such uses, we plan to continue

investing the unused proceeds from the IPO in fixed, non-speculative income instruments and money market funds.

February 13, 2025, the Company announced the pricing of a public offering of 5,000,000 shares of common stock at a price to the public

of $3.00 per share, for gross proceeds of $15,000,000, before deducting underwriting discounts and offering expenses.

In addition, the

Company granted the underwriters a 45-day option to purchase up to an additional 750,000 shares of common stock to cover over-allotments,

A registration statement on Form S-1 (File No.

333-275761) relating to such shares was filed and a post-effective amendment thereto

became effective on February 13, 2025.

ThinkEquity, LLC acted as sole book-runner for the offering.

The closing of this offering occurred

on February 18, 2025.

The net proceeds to the Company from this offering, after deducting the underwriting discounts and commissions

and other estimated offering expenses payable by the Company, is expected to be approximately $13.3 million.

The Company intends to use

the net proceeds from this offering to expand its business, repay outstanding indebtedness, and general corporate purposes, including

working capital.

Sales of Unregistered Securities

information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting

period which were not previously included in an Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K.

Company has sold a total of 100,690,402 shares of its common stock within the past three years which were not registered under the Securities

All of the sales were made pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act.

information set forth below relates to our issuances of securities without registration under the Securities Act during the reporting

of Exchange Shares

the Next Closing, the Company issued 100,000,000 Exchange Shares, 50,000,000 of which vested as of February 13, 2025 (the date of the

Next Closing), and 50,000,000 of which were subject to vesting or forfeiture, as consideration paid to the Next Holding Shareholders.

B Convertible Preferred Stock – Distribution – Related Party

February 13, 2025, immediately prior to the consummation of the common control merger, the Company effectuated a non-cash distribution

of 1,400,000 shares of Series B convertible preferred stock to its Chief Executive Officer, a related party.

The transaction was executed

in fulfillment of a previously established arrangement between the CEO and NextNRG LLC, a wholly owned subsidiary of the Company and

former holder of the Series B shares.

Under this arrangement, the CEO had advanced personal funds to NextNRG LLC to facilitate the original

acquisition of the shares on behalf of the Company.

Issued for Cash and Warrants – Public Offering

February 18, 2025, the Company sold 5,000,000 shares of common stock for gross proceeds of $15,000,000 ($3/share).

In connection with

this offering, the Company paid direct offering costs of $1,538,914, resulting in net proceeds of $13,461,086.

Additionally,

the Company granted the underwriter the option to purchase up to 750,000 additional over-allotment shares of common stock at $3/share,

for a period of 45 days (through March 3, 2025).

In connection with this option, the Company issued an additional 75,378 shares of common

stock for gross proceeds of $226,134 ($3/share).

In connection with this offering, the Company paid direct offering costs of $18,091,

resulting in net proceeds of $208,043.

On July 11, 2025, the Company

and a third party lender entered into a Stock Purchase Agreement, pursuant to which the Company issued 1,081,395 restricted shares of

its common stock to the lender at a price of $2.15 per share, payable by the lender, absolving the Company of its liability of $2,325,000

owed to the lender under their agreement dated March 24, 2025.

Issued for Services

In the year ended December 31, 2025, the Company issued 17,970,160 shares of common stock to consultants for services

rendered, having a fair value of $42,589,563 ($1.37 - $3.21/share), based upon the quoted closing trading price.

Issued as Loan Extension Fee

connection with the extension of a loan, the Company was required to pay a fee of $150,000 in common stock.

The Company issued 41,437

shares of common stock ($3.62/share).

A and B Convertible Preferred Stock – Preferred Stock Dividends Payable in Common Stock

accordance with the terms of the Company’s Series A and B convertible preferred stock, the Company is required to accrue dividends

on a quarterly basis.

Similar to the Series A and B convertible preferred stock, dividends are accrued using a fixed conversion price.

At December 31, 2024, the Company had accrued dividends totaling $258,271.

In the nine months ended September 30, 2025, the Company issued

93,576 shares of common stock to settle the outstanding dividends due.

issuance of the above securities was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Act and/or Rule 506 of Regulation D promulgated thereunder.

Equity Issuance – Related Party Conversion

On September 18, 2025, the

Company entered into a Stock Purchase Agreement with its Chief Executive Officer and Executive Chairman, Michael D.

the Stock Purchase Agreement, the Company issued 1,000,000 restricted shares of its common stock to Mr.

Farkas at a price of $1.67 per

The purchase price was paid by Mr.

Farkas through cancellation and discharge of $1,670,000 of related party indebtedness owed by

the Company to Mr.

Farkas pursuant to promissory notes dated May 5, 2025, May 9, 2025, May 19, 2025, and June 10, 2025.

On December 2, 2025, the

Company issued 2,000,000 shares of its common stock to its Chief Executive Officer and Executive Chairman, Michael D.

Farkas, in connection

with the conversion of $2,080,000 in accrued interest on related party indebtedness.

The shares were issued at a conversion price of $1.04

The above issuances of common

stock were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The transaction did not involve a public offering and was conducted as a private transaction.

In addition, because the purchase price

equaled the consolidated closing bid price of the Company’s common stock on the date of issuance, shareholder approval was not required.

of Equity Securities by the Issuer and Affiliated Purchasers

did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2024.

did not purchase any shares of common stock during the fiscal year ended December 31, 2025.

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 5. Market for Registrant’s Common Equity