UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1720, 2026

NEXTNRG, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40809

84-4260623

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

407 Lincoln Rd. #9F, Miami Beach, Florida 33190

(Address of principal executive offices, including Zip Code)

(305) 791-1169

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		NXXT		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.0201. ~~Termination~~Entry ofinto a Material Definitive Agreement.

AsOn ~~previously~~January ~~disclosed~~20, ~~on July 3~~2026, ~~2025,~~ NextNRG, Inc. (the “Company”) entered into ana AtStock ~~The~~Purchase ~~Market Sales~~ Agreement (the “~~ATM Agreement~~SPA”) with ~~ThinkEquity~~an investor ~~LLC,~~(the H“Purchaser”).C. ~~Wainwright~~Pursuant &to ~~Co.,~~the ~~LLC~~terms ~~and~~of ~~Roth Capital Partners, LLC, as sales agents (collectively,~~ the ~~“Agents”)~~SPA, ~~pursuant to which~~ the Company ~~could~~agreed ~~offer~~to ~~and~~ sell, ~~from~~and ~~time~~the Purchaser agreed to ~~time~~purchase, ~~through~~462,962 ~~the Agents~~ shares of the Company’s common stock ~~having~~at ana ~~aggregate~~purchase ~~offering~~ price of ~~up to~~ $75500,000,~~000,~~ ~~subject~~representing toa ~~the~~price ~~terms~~per ~~and conditions~~ share of ~~the ATM Agreement~~$1.08. ~~Also as~~The ~~previously~~SPA ~~disclosed,~~contains oncustomary ~~November 14~~representations, ~~2025,~~warranties ~~the Company~~ and ~~the Agents entered into Amendment No~~covenants. ~~1 to the ATM Agreement pursuant to which the Company and the Agents agreed to reduce the aggregate allowed offering amount under the ATM Agreement from $75,000,000 to $60,000,000.~~

~~Consistent~~The ~~with~~foregoing ~~the~~description ~~terms~~ of the ~~ATM~~SPA ~~Agreement,~~does asnot ~~amended,~~purport ~~the~~to ~~Company~~be ~~terminated~~complete ~~the~~and ~~ATM~~is ~~Agreement,~~qualified asin ~~amended,~~its ~~effective~~entirety ~~January~~by ~~17,~~reference ~~2026,~~to ~~following delivery~~the full text of ~~notice~~the SPA, a copy of ~~termination~~which tois ~~the~~filed ~~Agents~~herewith as Exhibit 10.1.

Item 7.01. Regulation FD Disclosure.

On January 23, 2026, the Company issued a press release announcing termination of the ATM Agreement, as amended. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued by the registrant on January 23, 2026.
10.1*		Stock Purchase Agreement, dated as of January 20, 2026, by and between the registrant and the Purchaser.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain identified information has been excluded from Exhibit 10.1 because it both (i) is not material and (ii) is the type that the Company treats as private or confidential.

SIGNATURE

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

	NextNRG, Inc.
Date: January 23, 2026	By:	/s/ Michael Farkas
Date: January 26, 2026	By:	/s/ Michael Farkas
	Name:	Michael Farkas
	Title:	Chief Executive Officer

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