v3.26.1
Stockholders’ Equity (Deficit)
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Stockholders’ Equity (Deficit)

Note 8 – Stockholders’ Equity (Deficit) 

 

Change in Authorized Shares

 

On June 14, 2024, the Company’s Board of Directors approved an increase in authorized common stock from 50,000,000 to 500,000,000 shares. This increase was made to:

 

  ● Support current and future equity financings,
  ● Facilitate conversions of preferred stock into common stock,
  ● Enable future stock-based compensation plans, and
  ● Provide flexibility for potential mergers, acquisitions, and other corporate transactions.

 

As of December 31, 2024, the Company had four (4) classes of stock, detailed as follows:

 

Preferred Stock (Undesignated)

 

The Company’s undesignated preferred stock provides flexibility for future corporate financing and strategic transactions.

 

  ● Authorized Shares: 5,000,000
  ● Issued & Outstanding: None
  ● Par Value: $0.0001 per share
  ● Voting Rights: None
  ● Ranking: Senior to all other classes of stock, including Series A and Series B Preferred Stock, unless otherwise designated
  ● Dividends: None, unless declared by the Board of Directors
  ● Liquidation Preference: None
  ● Redemption Rights: None
  ● Conversion Rights: None

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

The Board of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions of each series without further stockholder approval.

 

Convertible Preferred Stock – Series A

 

On August 16, 2024, the Company designated and issued Series A Convertible Preferred Stock as part of a debt-to-equity conversion.

 

  ● Authorized Shares: 513,000
  ● Issued & Outstanding: 280,000 shares as of December 31, 2025
  ● Par Value: $0.0001 per share
  ● Stated Value: $10 per share
  ● Conversion Terms:

 

  ○ Fixed conversion rate: 4.53 shares of common stock per Series A Preferred Stock
  ○ Conversion price:

 

  ■ Calculated as $10 per share ÷ 80% of the minimum trading price at issuance ($2.21 per share)
  ■ Results in a fixed number of common shares per preferred share

 

  ○ Total equivalent common shares at December 31, 2024: 1,644,022
  ○ No variable number of shares are required for settlement
  ○ (See Note 5 for detailed calculations.)

 

  ● Dividend Provisions:

 

  ○ Rate: 10% per year (2.5% per quarter), accrued and payable in common stock
  ○ Calculation:

 

  ■ Shares issued × Stated value × Dividend percentage ÷ Fixed conversion price ($2.21/share)

 

  ○ No potential dilution beyond the fixed conversion amount

 

  ● Voting Rights: Equal to the number of converted common shares
  ● Liquidation Preference: None
  ● Redemption Rights: None
  ● Derivative Liability Assessment:

 

  ○ Evaluated under ASC 815 (“Derivatives and Hedging”)
  ○ The Series A Convertible Preferred Stock does not meet the definition of a derivative liability since its conversion feature is fixed and does not require a variable number of settlement shares.

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

Convertible Preferred Stock – Series B

 

On October 1, 2024, the Company designated and issued Series B Convertible Preferred Stock as part of a structured financing transaction.

 

  ● Authorized Shares: 150,000
  ● Issued & Outstanding: 140,000 shares as of December 31, 2025
  ● Par Value: $0.0001 per share
  ● Stated Value: $10 per share
  ● Conversion Terms:

 

  ○ Fixed conversion rate: 5.18 shares of common stock per Series B Preferred Stock
  ○ Conversion price:

 

  ■ Calculated as $10 per share ÷ 70% of the minimum trading price at issuance ($1.93 per share)
  ■ Results in a fixed number of common shares per preferred share

 

  ○ Total equivalent common shares at December 31, 2024: 724,638
  ○ No variable number of shares are required for settlement

 

  ● Dividend Provisions:

 

  ○ Rate: 12% per year (3% per quarter), accrued and payable in common stock
  ○ Calculation:

 

  ■ Shares issued × Stated value × Dividend percentage ÷ Fixed conversion price ($1.93/share)

 

  ○ No potential dilution beyond the fixed conversion amount

 

  ● Voting Rights: Equal to the number of converted common shares
  ● Liquidation Preference: None
  ● Redemption Rights: None
  ● Derivative Liability Assessment:

 

  ○ Evaluated under ASC 815
  ○ The Series B Convertible Preferred Stock does not meet the definition of a derivative liability due to its fixed conversion price.

 

Common Stock

 

  ● Authorized Shares: 500,000,000
  ● Issued & Outstanding:

 

  ○ 142,426,924 shares as of December 31, 2025
  ○ 106,707,827 shares as of December 31, 2024

 

  ● Par Value: $0.0001 per share
  ● Voting Rights: 1 vote per share
  ● Dividends: None

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

Summary of All Classes of Equity

 

The following table summarizes the various classes of equity the Company is authorized to issue at December 31, 2025.

 

Stock  Authorized   Issued and Outstanding/   Par   Stated   Conversion  Voting      Liquidation   Redemption   Derivative 
Class  Shares   Designated   Value   Value   Ratio  Rights   Dividends  Preference   Rights   Liability 
                                       
Preferred Stock   5,000,000    None   $0.0001    N/A   None   None   None   None    None    No 
                                               
Series A, Preferred   513,000    280,000   $0.0001   $10/ share   4.53 common shares for each preferred share (fixed)   Equivalent to as converted shares   10% annually paid in common stock   None    None    No 
                                               
Series B, Preferred   150,000    140,000   $0.0001   $10/share   4.53 common shares for each preferred share (fixed)   Equivalent to as converted shares   12% annually paid in common stock   

None

    None    No 
                                               
Common   500,000,000    142,426,924   $0.0001    N/A   None   1 vote per share   N/A   N/A    N/A    N/A 

  

Securities and Incentive Plans

 

The Company maintains stock-based compensation plans under which stock options, restricted stock, and other equity awards are granted to employees, directors, and consultants.

 

All issuances under these plans for the years ended December 31, 2025 and 2024 are disclosed in the consolidated financial statements.

 

Equity Transactions for the Year Ended December 31, 2025

 

Stock Issued for Cash and Warrants – Public Offering

 

On 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.

 

The proceeds from the offering are expected to be used for:

 

● Expanding operations and infrastructure;

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

● Repaying outstanding debt; and

 

● Funding general corporate purposes, including working capital requirements

 

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.

 

The underwriter was also issued 250,000 warrants for services rendered in connection with the offering, which will be accounted for as a direct offering cost. These warrants are exercisable at $3.75/share. These warrants are exercisable beginning 6 months after the grant date and for an additional 4.5 years through February 13, 2030.

 

Stock 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.

 

Stock Issued as Loan Extension Fee

 

In connection with the extension of loan #5, 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) and recorded additional interest expense.

 

In connection with the extension of loan #12, the Company was required to pay fees of 386,000 shares of common stock with a fair value of $975,260 ($1.59 - $3.31/share) based upon the quoted closing trading price and recorded as additional interest expense.

 

In connection with the extension of loan #32, the Company was required to pay fees of 126,373 shares of common stock with a fair value of $207,295 (1.64/share) based upon the quoted closing trading price and recorded as additional interest expense. The Company accounted for the issuance of the warrants and the note using the relative fair value method. The total relative fair value was allocated as follows: $1,892,705 to the debt instrument (90%) and $207,295 to the warrants (10%). The Company recorded a $207,295 debt discount to be amortized over the life of the note.

 

Stock Issued for Conversion of Accounts Payable

 

The Company issued 22,013 shares with a fair value of $68,681 ($3.12/share) to a vendor to settle accounts payable of $40,000, resulting in a loss on settlement of liabilities of $28,681.

 

Stock Issued for Conversion of Notes Payable

 

The Company issued 256,667 shares of common stock to convert the remaining balance of $770,000 on loan #17 at a price per share of $3.00 or fair value of $770,000.

 

The Company issued 450,000 shares of common stock to convert the flat-rate interest owed of $1,350,000 on loans #30 and 31 at a price per share of $3.00, or fair value of $1,350,000.

 

The Company issued 1,081,395 shares of common stock to convert $2,075,000 of principle on Loan #9 at a price per share of $1.92 or fair value of $2,075,000.

 

The Company issued 197,802 shares of common stock to convert $360,000 of principle in Loan #32 at a price per share of $1.82 or fair value of $360,000.

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

The Company issued 6,863,305 shares of common stock to convert $8,649,800 of principle in Loans #33 and 35-37 ($0.92-$1.91 per share).

 

The Company issued 590,908 shares of common stock to convert $794,000 of principle in Loans #34 and 38-40 ($0.92-$1.91 per share).

 

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 per share.

 

Stock Conversion – Related Party

 

On September 18, 2025, the Company entered into a Stock Purchase Agreement with its Chief Executive Officer and Executive Chairman, Michael D. Farkas, pursuant to which the Company agreed to issue 1,000,000 restricted shares of its common stock at a price of $1.67 per share in exchange for the conversion of $1,670,000 of outstanding related party indebtedness.

 

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 per share.

 

Series B Convertible Preferred Stock – Distribution – Related Party

 

On 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 convertible preferred stock. 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.

 

As the transfer settled an internal capital funding obligation and involved no exchange of cash or services at the time of distribution, the transaction was accounted for as a capital contribution by a related party in accordance with ASC 505-10, Equity – Overall, and ASC 850-10, Related Party Disclosures. No gain or loss was recognized, and the Series B shares were recorded at par value, with the offset credited to additional paid-in capital.

 

The CEO meets the definition of a related party under ASC 850-10-20, which includes executive officers and entities under their control. Furthermore, in accordance with SAB Topic 5.G and Regulation S-X Rule 4-08(k), the Company has disclosed this transaction due to the material nature of the capital stock transfer and its occurrence with a related party.

 

This distribution did not impact the determination of net income (loss) available to common stockholders and was excluded from the calculation of earnings per share in accordance with ASC 260-10-45-59, as the issuance represented a capital transaction rather than an income or expense-generating event.

 

During the year ended December 31, 2025, 83,000 shares of Series A Preferred Stock were converted into 375,566 shares of common stock.

 

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

 

In accordance with the terms of the Company’s Series A convertible preferred stock and the Series B convertible preferred stock, the Company is required to accrue dividends on a quarterly basis. Similar to the Series A and Series B convertible preferred stock, dividends are accrued using a fixed conversion price. There are no other provisions that could result in a variable number of shares required for settlement in the future.

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

Additionally, the Company has considered relevant accounting guidance, and has determined that there are no provisions related to its dividends that would require derivative liability treatment.

 

At December 31, 2025 and December 31, 2024, the Company had accrued dividends totaling $147,500 and $258,271, respectively. In 2025, the Company issued 93,576 shares of common stock to settle the outstanding dividends due and another 188,517 in newly-accrued dividends.

 

Equity Transactions for the Years Ended December 31, 2024

 

Stock Issued for Debt Issuance Costs – Related Party

 

The Company issued 425,978 shares of common stock in connection with the issuance of several notes payable (See Note 5), having a fair value of $2,020,387 ($2.81 - $7.10/share), based upon the quoted closing trading price.

 

This lender (an entity controlled by the Company’s Chief Executive Officer) holds a greater than 20% ownership of the Company.

 

Vesting of Employee Shares – Related Parties

 

The Company issued 88,336 shares of common stock (par value of $9) in connection with the vesting of shares previously granted in 2023 to various board directors. The effect of issuing these shares had no net effect of stockholder’s deficit as the share issuance was reflected at par value. The Company recorded $251,334 of expense in 2024, related to the vesting of these shares in 2024.

 

The Company issued 136,484 shares of common stock to various board directors for services rendered in 2024, having a fair value of $520,000 ($3.81/share), based upon the quoted closing trading price.

 

Total share based payments with board directors were $771,334.

 

Also, see Note 7 for the expense recorded in 2024 of $34,666 related to the vesting of shares for the Company’s Chief Technology Officer.

 

Total share based payments with board directors and officers for the year ended December 31, 2024 totaled $806,000.

 

Stock Issued for Services

 

The Company issued 212,730 shares of common stock to consultants for services rendered, having a fair value of $725,640 ($0.0001 - $3.52/share), based upon the quoted closing trading price.

 

Series B, Preferred Stock Issued for Cash – Related party

 

The Company issued 140,000 shares of Series B, preferred stock to a related party for $1,400,000 ($10/stated value per share).

 

The related party holds a greater than 20% ownership of the Company.

 

Common Stock Issued in Debt Conversion – Related party

 

The Company converted all outstanding principal ($6,215,000) and accrued interest ($316,130) into 3,525,341 shares of common stock. At the time of conversion, the lender executed a 150% penalty interest feature. As a result, and just prior to conversion, the Company increased its interest expense and related debt by $3,265,565 for a total of $9,796,696 of debt that was converted. As a result of this debt conversion, the balance due to this lender was $0. The fair value of the common stock at the conversion date was $2.76/share. Accordingly, since this was a related party transaction, no gain on debt extinguishment was recorded. The related party holds a greater than 20% ownership of the Company. See Note 5.

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

Stock Issued to Settle Accounts Payable

 

The Company issued 2,703 shares of common stock to a vendor for services rendered, having a fair value of $10,000 ($3.70/share), based upon the quoted closing price.

 

Series A, Preferred Stock Issued in Debt Conversion – Related party

 

On August 16, 2024, the Company converted all outstanding principal ($2,420,000) and accrued interest ($0) into 363,000 share of Series A, Preferred Stock, $10/share stated value. At the time of conversion, the lender executed a 150% penalty interest feature. As a result, and just prior to conversion, the Company increased its interest expense and related debt by $1,210,000 for a total of $3,630,000 of debt that was converted. As a result of this debt conversion, the balance due to this related party lender was $0.

 

The related party holds a greater than 5% ownership of the Company.

 

See Note 5 regarding debt conversion and related loss on debt extinguishment.

  

Series A and B – Preferred Stock Dividends Payable in Common Stock – Related Parties

 

In accordance with the terms of the Company’s Series A and B, 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. There are no other provisions that could result in a variable number of shares required for settlement in the future.

 

Additionally, the Company has considered relevant accounting guidance, and has determined that there are no provisions related to its dividends that would require derivative liability treatment.

 

The Company has calculated its dividends payable as follows:

 

   Series A - Convertible    Series B - Convertible   Total Dividends 
    Preferred Stock    Preferred Stock   Payable 
             
Shares issued and outstanding   280,000    140,000      
Stated value per share  $10   $10      
Dividend rate (10%/12%)   10%   12%     
                
Dividend shares due per year   280,000    168,000      
                
Market price - at issuance date   2.76    2.76      
Minimum price - 70%/80% discount to market price   80%   70%     
Conversion price   2.21    1.93      
                
Dividend shares due per quarter   28,000    21,739    49,739 
                
Equivalent common shares - per year   31,703    86,957    118,660 
                
Total dividend shares due - at reporting date   31,703    21,7392    53,442 
Market price - at issuance date (fixed rate)               
Market price - at issuance date (fixed rate)  $2.76   $2.76      
Fair value of dividends payable - at reporting date  $87,500   $60,000   $147,500 

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

Restricted Stock and Related Vesting

 

A summary of the Company’s non-vested shares (due to service time-based restrictions) as of December 31, 2025 and December 31, 2024, is presented below:

 

       Weighted Average 
   Number of   Grant Date 
Non-Vested Shares  Shares   Fair Value 
Balance - December 31, 2023   114,336    6.40 
Granted   -    - 
Vested   (88,336)   5.15 
Cancelled/Forfeited   -    - 
Balance - December 31, 2024   26,000   $6.40 
Granted   1,833,333    2.39 
Vested   (500,000)   3.34 
Cancelled/Forfeited   (750,000)   2.47 
Balance - December 31, 2025   609,333   $2.26 

 

The Company has issued various equity grants to directors, officers, consultants and employees. These grants typically contain a vesting period of one to three years and require services to be performed in order for the shares to vest.

 

The Company determines the fair value of the equity grant on the issuance date based upon the quoted closing trading price. These amounts are then recognized as compensation expense over the requisite service period and are recorded as a component of general and administrative expenses in the accompanying unaudited consolidated statements of operations.

 

The Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate. Any unvested share-based compensation is reversed on the date of forfeiture, which is typically due to service termination.

 

At December 31, 2025, unrecognized stock compensation expense related to restricted stock was $429,298, which will be recognized over a weighted-average period of one year.

 

During the year ended December 31, 2025, and 2024, the Company recognized compensation expenses of $1,471,611 and $286,000, respectively, related to the vesting of these shares.

 

Stock Options

 

Stock option transactions for the year ended December 31, 2025 is summarized as follows:

 

   Options   Weighted Average Exercise Price   Weighted Average Remaining Contractual Life (in years) 
Outstanding December 31, 2024   -   $135.00    9.31 
Granted   4,307,000   $2.60    6.39 
Exercised   

-

    

-

    

-

 
Forfeited/Cancelled   

-

    

-

    

-

 
Outstanding December 31, 2025   4,307,000   $2.60    5.66 
Exercisable December 31, 2025   1,156,250   $2.60    4.27 

 

 

NEXTNRG, INC. AND SUBSIDIARIES

FORMERLY KNOWN AS EZFILL HOLDINGS, INC.

Notes to Consolidated Financial Statements

 

Year Ended December 31, 2025

 

The Company granted 4,307,000 stock options, having a fair value of $6,084,120. That is expensed over the vesting period. $3,539,822 of this expense was recognized during the year ended December 31, 2025.

 

The fair value of the stock options granted in 2025 were determined using the Black-Scholes Option pricing model with the following assumptions:

 

Expected term (years)   10.00 
Expected volatility   119.91%
Expected dividends   0%
Risk free interest rate   4.34%

 

Warrants

 

Warrant activity for the years ended December 31, 2025 and 2024 are summarized as follows:

 

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
   Number of   Exercise   Contractual   Intrinsic 
Warrants  Warrants   Price   Term (Years)   Value 
Outstanding - December 31, 2024   46,344   $5.12    0.65   $9,156 
Vested and Exercisable - December 31, 2024   46,344   $5.12    0.65   $9,156 
Unvested and non-exercisable - December 31, 2024   -   $-    

-

   $- 
Granted   2,725,000   $4.89    2.29   $- 
Exercised   -    -    -   $- 
Cancelled/Forfeited   (35,449)  $4.96    -   $- 
Outstanding - December 31, 2025   2,735,895   $4.89    2.29   $-