Item 5. Other Information
ITEM
5. OTHER INFORMATION
(a)
None.
(b)
There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of
Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.
(c)
During the registrant’s last fiscal quarter, no director or officer adopted or terminated : (i) any contract, instruction or
written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule
10b5-1(c) (a “Rule 10b5-1 trading arrangement”); and/or (ii) any “non-Rule 10b5-1 trading
arrangement” as defined in Item 408(c) of Regulation S-K.
38
ITEM
6. EXHIBITS
Exhibit
Number
Description
of Document
10.1
Securities Purchase Agreement, dated as of April 1, 2026, between the registrant and Leviston Resources, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 10, 2026).
10.2***
Senior Secured Convertible Promissory Note, dated April 1, 2026, issued by the registrant in favor of Leviston Resources, LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 10, 2026).
10.3
Pledge and Security Agreement, dated as of April 1, 2026, between the registrant and Leviston Resources, LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on April 10, 2026).
10.4***
Business Loan and Security Agreement, entered into on April 7, 2026 and dated as of April 1, 2026, between the registrant and Cashera Private Credit Inc. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on April 10, 2026).
10.5
Securities Purchase Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant and Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 23, 2026).
10.6
Secured Promissory Note dated as of April 15, 2026 and issued on April 17, 2026 by the registrant in favor of Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 23, 2026).
10.7
Security Agreement, entered into on April 17, 2026 and dated as of April 15, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. and Agile Hudson Partners LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on April 23, 2026).
10.8
Securities Purchase Agreement, dated as of April 17, 2026, by and between the registrant and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on April 23, 2026).
10.9
Secured Promissory Note issued on April 17, 2026 by the registrant in favor of FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on April 23, 2026).
10.10
Security Agreement, dated as of April 17, 2026, by and between the registrant, NextNRG Ops LLC, NextNRG Topanga Microgrid LLC, NextNRG Sunnyside Microgrid LLC, NextNRG Holding Corp. and FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on April 23, 2026).
10.11
Business Loan and Security Agreement, dated as of April 27, 2026, by and between the registrant and Venture Debt, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 1, 2026).
10.12
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 28, 2026).
10.13
Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 28, 2026).
10.14
Stock Purchase Agreement, dated June 16, 2026, between the registrant and Michael D. Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 18, 2026).
10.15
Standard Merchant Cash Advance Agreement, dated as of June 30, 2026 by and between the registrant and Avanza Capital Holdings, LLC(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 7, 2026).
31.1*
Rule 13a-14(a) Certification of Principal Executive Officer.
31.2*
Rule 13a-14(a) Certification of Principal Financial Officer.
32.1**
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer.
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline
XBRL Taxonomy Extension Labels Linkbase
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase
104*
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**
Furnished herewith.
***
Certain identified information has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is
the type of information that the registrant customarily and actually treats as private or confidential, and (ii) is not material.
39
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
NEXTNRG, INC.
Dated:
August 13, 2026
By:
/s/ Michael D. Farkas
Michael
D. Farkas
Chief
Executive Officer (principal executive officer)
Dated:
August 13, 2026
By:
/s/ Joel Kleiner
Joel
Kleiner
Chief
Financial Officer (principal financial officer and principal accounting officer)
40
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.