What changed in this filing

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Item 1A. Risk Factors

2025-03-27 compared with 2024-04-01 · 190 added, 209 removed, 312 unchanged (56% of the section changed)

investment in our securities involves a high degree of risk.

You should carefully consider the risks described below as well as other

information provided to you in this document, including information in the section of this document entitled “Cautionary Note Regarding

Forward Looking Statements.”

business, financial condition or operating results could be materially adversely affected by any of these risks.

In such case, the trading

price of our common stock could decline, and our stockholders may lose all or part of their investment in our securities.

Related to Our Business

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our current assets as of December 31, 2024.

Therefore, we will need to raise additional capital in the future to continue our

We anticipate that our principal sources of liquidity will only be sufficient to fund our activities through January 1, 2024.

In order to have sufficient cash to fund our operations beyond January 1, 2024, we will need to raise additional equity or debt

There can be no assurance that additional funds will be available when needed from any source or, if available, will be

available on terms that are acceptable to us.

We will be required to pursue sources of additional capital through various means, including

debt or equity financings.

Therefore, we will need to raise additional capital in the future to continue our operations.

anticipate that our principal sources of liquidity will only be sufficient to fund our activities through June 30, 2025.

have sufficient cash to fund our operations beyond June 30, 2025, we will need to raise additional equity or debt capital.

can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms

that are acceptable to us.

We will be required to pursue sources of additional capital through various means, including debt or equity

Future financings through equity investments are likely to be dilutive to existing stockholders.

terms of securities we may issue in future capital transactions may be more favorable for new investors.

Newly issued securities may

include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive

awards under equity employee incentive plans, which may have additional dilutive effects.

Further, we may incur substantial costs in

pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses

and other costs.

We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible

notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such

factors as the capital markets and our history of losses, which could impact the availability or cost of future financings.

If the amount

of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our

capital needs, even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations.

Also, the terms of securities

we may issue in future capital transactions may be more favorable for new investors.

Newly issued securities may include preferences,

superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee

incentive plans, which may have additional dilutive effects.

Further, we may incur substantial costs in pursuing future capital and/or

financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs.

also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants,

which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as the capital

markets and our history of losses, which could impact the availability or cost of future financings.

If the amount of capital we are

able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs,

even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations.

geopolitical conditions could adversely affect our results of operations.

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anticipate that we will continue to generate operating losses and use cash in operations through the foreseeable future.

set forth above, we anticipate that we will need significant additional capital by December 31, 2024, or we may be required

to curtail or cease operations.

As further set

forth above, we anticipate that we will need significant additional capital by June 30, 2025, or we may be required to curtail or cease

we are unable to protect our information technology systems against service interruption, misappropriation of data, or breaches of security

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the ability to service those areas and our earnings could be affected.

License Agreement with Fuel Butler may be terminated and as such our expansion plans into the state of New York may be delayed

April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Technology Agreement”).

the Technology Agreement, the Company licensed proprietary technology that the Company believes will allow the Company to provide its

fuel service in high density areas like New York City.

Fuel Butler has delivered a purported notice of termination of the Technology

Agreement based on certain alleged breaches arising from our failure to issue equity securities to Fuel Butler.

We have been in communications

with Fuel Butler regarding the termination of the Technology Agreement and continue to believe that the Company is in compliance with

the Technology Agreement and that the Technology Agreement continues to be in force.

While we contest Fuel Butler’s claims of breach

and contend that in fact Fuel Butler is in breach, we have communicated to Fuel Butler that we wish to terminate the Technology Agreement.

We have sent a proposal to Fuel Butler whereby we will cease utilizing the Technology and Fuel Butler will return any shares it received

under the Technology Agreement.

However, to date, the Company has not had further communications with Fuel Butler regarding this matter.

Currently, the Company does not expect to expand into the state of New York for the foreseeable future.

Related to the Pending Acquisition of Next Charging

the Company’s board of directors nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in

determining whether or not to pursue the acquisition of Next Charging, which is owned by the Company’s largest shareholder.

Consequently,

shareholders have no assurance from an independent source that the price the Company is paying for Next Charging is fair to the Company

— and, by extension, its securityholders — from a financial point of view.

the Company’s board of directors nor any committee thereof is required to obtain an opinion (or any similar report) from an independent

investment banking or accounting firm that the price that the Company is paying for Next Charging is fair to the Company from a financial

point of view, although pursuant to Nasdaq Rule 5630 the Company is required to conduct an appropriate review and oversight of all related

party transactions for potential conflict of interest situations on an ongoing basis by the Company’s audit committee or another

independent body of the board of directors.

In analyzing the acquisition of Next Charging, the Company’s board of directors reviewed

summaries of due diligence results and financial analyses prepared by management.

The Company’s board of directors also consulted

with legal counsel and with the Company management and considered a number of factors, uncertainty and risks and concluded that the acquisition

of Next Charging was in the best interest of the Company’s stockholders.

The Company’s board of directors believes that because

of the professional experience and background of its directors, it was qualified to conclude that the acquisition of Next Charging was

fair from a financial perspective to its stockholders.

Accordingly, investors will be relying solely on the judgment of the Company’s

board of directors in valuing Next Charging, and the Company’s board of directors may not have properly valued such acquisition.

As a result, the terms may not be fair from a financial point of view to the public stockholders of the Company.

the conditions to completion of the Share Exchange are not met, the Share Exchange may not occur.

the Share Exchange was approved by the stockholders of the Company and the members of Next Charging, specified conditions must be satisfied

or waived to complete the Share Exchange.

These conditions are described in detail in the Exchange Agreement and in addition to stockholder

and member consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the

transactions, (ii) the representations and warranties of the representative of the members of Next Charging and of such members being

true and correct as of the date of the Exchange Agreement and as of the Closing in all material respects, (iii) the Company having amended

its Certificate of Incorporation to increase its authorized share capital and having completed and filed a listing of additional securities

with Nasdaq and the waiting period thereunder shall have expired, and the Company shall have completed such additional requirements of

Nasdaq such that the Share Exchange may be consummated in compliance with the rules and regulations of Nasdaq, (iv) no Material Adverse

Effect with respect to Next Charging, (v) the members of the post-Closing board being elected or appointed, (vi) Next Charging shall

have provided to the Company audited financial statements for Next Charging and related auditor reports thereon from a Public Company

Accounting Oversight Board-registered auditor, which consents to the inclusion of its statements in SEC public filings, for each of the

two most recently ended fiscal years and any other period audited or unaudited but reviewed financials are required to be included in

the Company’s SEC filings following the closing pursuant to applicable law, and unaudited statements for any other required interim

periods, and (vi) the stockholder approval by the Company’s stockholders shall have become effective under applicable law, including

the requirement that an Information Statement on Schedule 14C shall have been disseminated to the Company’s stockholders at least

20 days prior to the closing of the Share Exchange.

We anticipate the stockholder approval will become effective in January 2024.

Company and Next Charging cannot assure you that all of the conditions will be satisfied.

If the conditions are not satisfied or waived,

the Share Exchange may not occur, or may be delayed and such delay may cause the Company and Next Charging to each lose some or all of

the intended benefits of the Share Exchange.

Share Exchange, if it is completed, will result in significant dilution to the Company’s stockholders.

to the Share Exchange, the Company will issue up to an aggregate of 100,000,000 shares of common stock to the Members of Next Charging,

including 35-65 million shares that will be subject to vesting or forfeiture (see “Prospectus Summary”) pursuant to future

Based on 4,516,531 shares of common stock outstanding as of January 12, 2024 and assuming (i) the issuance of 10,135,135

shares in this offering and (ii) the issuance of all 100,000,000 shares pursuant to the Share Exchange, following this offering and the

closing of the Share Exchange, the Company will have 114,651,666 shares of common stock issued and outstanding.

Of such shares, 10,135,135

shares (8.8%) will be beneficially owned by investors in the offering, 659,102 shares (0.6%) will be beneficially owned by current officers

and directors of the Company, 100,875,845 shares (88.0%) will be beneficially owned by the Members of Next Charging (including shares

held by entities controlled by Michael Farkas, the managing member of Next Charging), and 2,956,584 shares (2.6%) will be beneficially

owned by other current shareholders of the Company.

addition, in connection with the approval of the Share Exchange our stockholders have approved an increase in the number of shares that

may be issued under our equity incentive plan from 900,000 shares to 2.9 million shares.

Issuance of awards regarding such additional

shares will result in further dilution to stockholders, including investors in this offering.

Charging has a very limited operating history, which makes it difficult to evaluate its business and prospects.

Charging has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future

Next Charging is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets.

Next Charging’s financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict

or are outside of its control, including:

has a very limited operating history, which makes it difficult to evaluate its business and prospects.

has a very limited operating history, which makes it difficult to evaluate its business and prospects or forecast its future results.

NextNRG is subject to the same risks and uncertainties frequently encountered by new companies in rapidly evolving markets.

financial results in any given quarter can be influenced by numerous factors, many of which it is unable to predict or are outside of

its control, including:

about EV quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse

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nonpolluting vehicles.

date, Next Charging has not generated significant revenues or achieved profitability, and may never generate significant revenues or

become profitable.

Charging has incurred net losses since inception, and may not be able to achieve or maintain profitability in the future.

Next Charging’s

expenses will likely increase in the future as it develops and launches its products, expands new markets, increases its sales and marketing

date, NextNRG has not generated significant revenues or achieved profitability, and may never generate significant revenues or become

has incurred net losses since inception and may not be able to achieve or maintain profitability in the future.

NextNRG’s expenses

will likely increase in the future as it develops and launches its products, expands into new markets, increases its sales and marketing

efforts and continues to invest in technology.

These efforts to grow its business may be more costly than Next Charging expects and may

not result in increased revenue or growth in its business.

Next Charging will likely be required to make significant capital investments

and incur recurring or new costs, and its investments (if any) may not generate sufficient returns and its results of operations, financial

condition and liquidity may be adversely affected.

Any failure to increase revenues sufficiently to keep pace with such investments and

other expenses could prevent Next Charging from achieving or maintaining profitability or positive cash flow on a consistent basis or

If Next Charging is unable to successfully address these risks and challenges as it encounters them, its business, financial

condition, results of operations and prospects could be adversely affected.

If it is unable to generate adequate revenue growth and manage

expenses, Next Charging may continue to incur net losses in the future, which may be substantial, and it may never be able to achieve

or maintain profitability.

Next Charging also expects its costs and expenses to increase in future periods, which could negatively affect

future results of operations if revenues do not increase.

In particular, Next Charging intends to continue to expend significant funds

to further develop its technology.

Furthermore, if Next Charging’s future growth and operating performance fail to meet investor

or analyst expectations, or if it has future negative cash flow or losses resulting from investment in technology or expanding operations,

this could have a material adverse effect on its business, financial condition and results of operations.

market for Next Charging’s platform and services may not be as large as Next Charging believes it to be.

These efforts to grow its business may be more costly than NextNRG expects and may not

result in increased revenue or growth in its business.

NextNRG will likely be required to make significant capital investments and incur

recurring or new costs, and its investments (if any) may not generate sufficient returns and its results of operations, financial condition

and liquidity may be adversely affected.

Any failure to increase revenues sufficiently to keep pace with such investments and other expenses

could prevent NextNRG from achieving or maintaining profitability or positive cash flow on a consistent basis or at all.

If NextNRG is

unable to successfully address these risks and challenges as it encounters them, its business, financial condition, results of operations

and prospects could be adversely affected.

If it is unable to generate adequate revenue growth and manage expenses, NextNRG may continue

to incur net losses in the future, which may be substantial, and it may never be able to achieve or maintain profitability.

expects its costs and expenses to increase in future periods, which could negatively affect future results of operations if revenues

do not increase.

In particular, NextNRG intends to continue to expend significant funds to further develop its technology.

if NextNRG’s future growth and operating performance fail to meet investor or analyst expectations, or if it has future negative

cash flow or losses resulting from investment in technology or expanding operations, this could have a material adverse effect on its

business, financial condition and results of operations.

market for NextNRG’s platform and services may not be as large as NextNRG believes it to be.

believe the market for our values-aligned platform is substantial, but it is still relatively new, and it is uncertain to what extent

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Our success will

depend on the willingness of people to widely adopt the Next Charging experience, values and the products and services that we offer

through our platform.

If the public does not perceive our products and services sold through our platform to be beneficial, or chooses

not to adopt them as a result of concerns regarding privacy, accessibility, or for other reasons, including an unwillingness to confirm

that they respect our five core values or as a result of negative incidents or experiences they encounter through our platform, or instead

depend on the willingness of people to widely adopt the NextNRG experience, values and the products and services that we offer through

our platform.

If the public does not perceive our products and services sold through our platform to be beneficial, or chooses not to

adopt them as a result of concerns regarding privacy, accessibility, or for other reasons, including an unwillingness to confirm that

they respect our five core values or as a result of negative incidents or experiences they encounter through our platform, or instead

opt to use alternatives to our platform, then the market for our platform may not continue to grow, may grow slower than we expect, or

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results of operations.

Charging has limited experience with respect to determining the optimal prices and pricing structures for its products and services,

which may impact its financial results.

Charging expects that it may need to change its pricing model from time to time, including as a result of competition, global economic

conditions, changes in product mix or pricing studies.

Similarly, as Next Charging introduces new products and services, it may have

difficulty determining the appropriate price structure for future products and services, including because we may pursue business lines

or enter markets in which Next Charging’s current management team has limited prior experience.

In addition, as new and existing

competitors introduce new products or services that compete with Next Charging’s, or revise their pricing structures, it may be

unable to attract new customers at the same price or based on the same pricing model as it has used historically.

As a result, Next Charging

may be required from time to time to revise its pricing structure or reduce prices, which could adversely affect its business, operating

results, and financial condition.

Charging is in a highly competitive EV charging services industry and there can be no assurance that it will be able to compete with

many of its competitors which are larger and have greater financial resources.

Charging faces strong competition from competitors in the EV charging services industry, including competitors who could duplicate its

Many of these competitors may have substantially greater financial, marketing and development resources and other capabilities

than Next Charging.

has limited experience with respect to determining the optimal prices and pricing structures for its products and services, which may

impact its financial results.

expects that it may need to change its pricing model from time to time, including as a result of competition, global economic conditions,

changes in product mix or pricing studies.

Similarly, as NextNRG introduces new products and services, it may have difficulty determining

the appropriate price structure for future products and services, including because we may pursue business lines or enter markets in

which NextNRG’s current management team has limited prior experience.

In addition, as new and existing competitors introduce new

products or services that compete with NextNRG’s, or revise their pricing structures, it may be unable to attract new customers

at the same price or based on the same pricing model as it has used historically.

As a result, NextNRG may be required from time to time

to revise its pricing structure or reduce prices, which could adversely affect its business, operating results, and financial condition.

is in a highly competitive EV charging services industry and there can be no assurance that it will be able to compete with many of its

competitors which are larger and have greater financial resources.

faces strong competition from competitors in the EV charging services industry, including competitors who could duplicate its model.

Many of these competitors may have substantially greater financial, marketing and development resources and other capabilities than NextNRG.

In addition, there are very few barriers to entry into the market for its services.

There can be no assurance, therefore,

that any of Next Charging’s current and future competitors, many of whom may have far greater resources, will not independently

develop services that are substantially equivalent or superior to its services.

Charging’s competitors may be able to provide customers with different or greater capabilities or benefits than it can provide

in areas such as technical qualifications, past contract performance, geographic presence and driver price.

Further, many of its competitors

may be able to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert

sales away from Next Charging by winning broader contracts or hire away our employees by offering more lucrative compensation packages.

In the event that the market for EV charging stations expands, Next Charging expects that competition will intensify as additional competitors

enter the market and current competitors expand their product lines.

In order to secure contracts successfully when competing with larger,

well-financed companies, Next Charging may be forced to agree to contractual terms that provide for lower aggregate payments to it over

the life of the contract, which could adversely affect its margins.

Next Charging’s failure to compete effectively with respect

to any of these or other factors could have a material adverse effect on its business, prospects, financial condition or operating results.

Charging’s revenue growth ultimately depends on consumers’ willingness to adopt electric vehicles in a market which is still

in its early stages.

Charging’s growth is highly dependent upon the adoption by consumers of EVs, and it is subject to a risk of any reduced demand

If the market for EVs does not gain broader market acceptance or develops slower than expected, Next Charging’s business,

prospects, financial condition and operating results will be harmed.

The market for alternative fuel vehicles is relatively new, rapidly

evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and

industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing

consumer demands and behaviors.

There can be no assurance, therefore, that any of

NextNRG’s current and future competitors, many of whom may have far greater resources, will not independently develop services

that are substantially equivalent or superior to its services.

Additionally, there is no guarantee that NextNRG’s wireless EV charging

solutions will be accepted by the market.

competitors may be able to provide customers with different or greater capabilities or benefits than it can provide in areas such as

technical qualifications, past contract performance, geographic presence and driver price.

Further, many of its competitors may be able

to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert sales away from

NextNRG by winning broader contracts or hire away our employees by offering more lucrative compensation packages.

In the event that the

market for EV charging stations expands, NextNRG expects that competition will intensify as additional competitors enter the market and

current competitors expand their product lines.

In order to secure contracts successfully when competing with larger, well-financed companies,

NextNRG may be forced to agree to contractual terms that provide for lower aggregate payments to it over the life of the contract, which

could adversely affect its margins.

NextNRG’s failure to compete effectively with respect to any of these or other factors could

have a material adverse effect on its business, prospects, financial condition or operating results.

revenue growth ultimately depends on consumers’ willingness to adopt electric vehicles with wireless charging capabilities in a

market which is still in its early stages.

growth is highly dependent upon the adoption by consumers of EVs, and it is subject to a risk of any reduced demand for EVs.

If the market

for EVs does not gain broader market acceptance or develops slower than expected, NextNRG’s business, prospects, financial condition

and operating results will be harmed.

The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by

rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent

new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors.

Factors that may influence the purchase and use of alternative fuel vehicles, specifically Evs, include:

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influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially

and adversely affect Next Charging’s business, operating results, financial condition and prospects.

Related to Ownership of Our Common Stock

and adversely affect NextNRG’s business, operating results, financial condition and prospects.

Related to Ownership of Our Common Stock and this Offering

stock price is expected to fluctuate significantly.

common stock was approved for listing on The Nasdaq Capital Market under the symbol “EZFL” and began trading on September

common stock is approved for listing on The Nasdaq Capital Market under the symbol “NXXT” and began trading on September

There can be no assurance that an active trading market for our shares will be sustained.

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In addition, the stock market in general has experienced extreme price and volume

fluctuations that have often been unrelated or disproportionate to the operating performance of the Company.

fluctuations that have often been unrelated to or disproportionate to the operating performance of the Company.

significant percentage of the Company’s common stock is held by a small number of shareholders.

beneficial owner controls approximately 20% of our outstanding common stock as of January 12, 2024 , and our officers and directors

beneficially own approximately an additional 15% of our outstanding common stock.

As a result, these shareholders are able to influence

the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions, including

business combinations.

In addition, the conversion of existing convertible notes, occurrence of sales of a large number of shares of

our common stock, or the perception that these conversions or sales could occur, may affect our stock price and could impair our ability

to obtain capital through an offering of equity securities.

Furthermore, the current ratios of ownership of our common stock reduce the

public float and liquidity of our common stock, which can in turn affect the market price of our common stock.

Chief Executive Officer and Executive Chairman controls approximately 68.14% of our outstanding common stock as of March 25, 2025, and

our officers and directors collectively own approximately 80.62% of our outstanding common stock.

As a result, these shareholders are

able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate

transactions, including business combinations.

In addition, the conversion of existing convertible notes, occurrence of sales of a large

number of shares of our common stock, or the perception that these conversions or sales could occur, may affect our stock price and could

impair our ability to obtain capital through an offering of equity securities.

Furthermore, the current ratios of ownership of our common

stock reduce the public float and liquidity of our common stock, which can in turn affect the market price of our common stock.

Amended and Restated Certificate of Incorporation includes an exclusive forum provision that identifies the Court of Chancery of the

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10-Q for the quarterly period ended June 30, 2023 (the “Form 10-Q”), did not satisfy the continued listing requirement under

Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Stockholders’

Equity Requirement”).

Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Equity

As reported in its Form 10-Q, the Company’s stockholders’ equity as of June 30, 2023 was approximately $1,799,365.

As of September 30, 2023, the Company’s stockholders’ equity was $137,506.

The Staff’s notice has no immediate

impact on the listing of the Company’s common stock on Nasdaq.

October 1, 2023, the Company submitted its compliance plan to Nasdaq and is awaiting Nasdaq’s compliance determination.

plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the deficiency notice

to regain compliance.

can be no assurance that the Staff will accept the Company’s plan to regain compliance with the Stockholders’ Equity Requirement,

or, if accepted, that the Company will evidence compliance with the Stockholders’ Equity Requirement during any extension period

that the Staff may grant.

If the Staff does not accept the Company’s plan or if the Company is unable to regain compliance within

any extension period granted by the Staff, the Staff would be required to issue a delisting determination.

The Company would at that

time be entitled to request a hearing before a Nasdaq Hearings Panel to present its plan to regain compliance and to request a further

extension period to regain compliance.

The request for a hearing would stay any delisting action by the Staff.

As of June 30, 2024, the Company’s stockholders’ deficit was ($4,833,450).

The Staff’s notice had no immediate impact

on the listing of the Company’s common stock on Nasdaq.

submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February 20, 2024 to comply

with this requirement.

February 21, 2024, the Company received a delist determination letter (the “Delist Letter”) from the Staff advising the Company

that the Staff had determined that the Company did not meet the terms of the extension.

Specifically, the Company did not complete its

proposed transaction to regain compliance with the Equity Rule and evidence compliance on or before February 20, 2024.

Company requested an appeal of the Staff’s determination and such hearing occurred on May 2, 2024.

At the hearing, the Company

presented its plan for regaining compliance with the Equity Rule and requested a further extension to complete the execution of its plan.

On May 13, 2024, we received an extension until July 12, 2024, to regain compliance with the Equity Rule.

August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule,

as required by the Panel’s decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the

Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter.

If, within that one-year

monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule

5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will

not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company

be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3).

Instead, the Staff will issue a Delist Determination

Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if

the initial Panel is unavailable.

The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing

Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

January 10, 2025, the Company received a letter from the Staff 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”).

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.

There 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.

If the Staff does not accept the Company’s plan, the Company will have the

opportunity to appeal that decision to a Nasdaq Hearings Panel.

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, 2024 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.

we are unable to achieve and maintain compliance with such listing standards or other Nasdaq listing requirements in the future, we could

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We may choose to take advantage of some but not all of these reduced

We have not taken advantage of any of these reduced reporting burdens in this 10K, although we may choose to do so in future

If we do, the information that we provide stockholders may be different than you might get from other public companies that

comply with public company effective dates.

stock offerings in the future may dilute your percentage ownership of our company.

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The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.

Company is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, we qualify for exemptions

from certain corporate governance requirements.

If the Company relies on these exemptions, its stockholders will not have the same protections

afforded to stockholders of companies that are subject to such requirements.

Company is currently a “controlled company” within the meaning of the applicable rules of Nasdaq.

Chief Executive Officer and Executive Chairman of NextNRG, is the holder (through NextNRG) and the beneficial owner of approximately

68.14% of the Company’s common stock and therefore controls a majority of the voting power of the Company’s outstanding common

stock and accordingly, he has the ability to determine all matters requiring approval by stockholders.

As a result, we qualify for exemptions

from certain corporate governance requirements.

If the Company relies on these exemptions, which it does not intend to do, its stockholders

will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Under these rules, a

company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is

a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements:

a majority of the board consists of independent directors;

an annual performance evaluation of the nominating and corporate governance and compensation committees;

the controlled company has a nominating and corporate governance committee that is composed entirely of independent directors with

a written charter addressing the committee’s purpose and responsibilities;

the controlled company has a compensation committee that is composed entirely of independent directors with a written charter addressing

the committee’s purpose and responsibility.

the Company does not intend to rely on these exemptions, the Company may use these exemptions now or in the future.

As a result, the

Company’s stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq

corporate governance requirements.

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 1A. Risk Factors