Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 14 - Subsequent Events
Subsequent to December 31, 2025, the Company had the following transactions:
In January 2026, the Company terminated its At-the-Market Sales Agreement with ThinkEquity, H.C. Wainwright, and Roth Capital Partners, effective January 17, 2026, and indicated no immediate plans for a replacement ATM program. The Company also raised modest equity capital through a series of private stock purchase agreements, selling an aggregate of approximately shares for total proceeds of approximately $1,125,000 at prices ranging from $ to $ per share across transactions dated January 20, January 28–29, and February 12–18, 2026.
In March and April 2026, the Company undertook a series of debt restructuring and new financing activities. On March 9, 2026, it entered into a Future Receivables Sale and Purchase Agreement, selling 6.87% of future receipts for $2,100,000 in gross consideration, with CEO Michael D. Farkas personally guaranteeing the obligation. As security for payment and performance of the Company’s obligations pursuant to the Future Receivables Sale and Purchase Agreement, the Company agreed to grant to the purchaser a first priority lien on all of the Company’s interest in all accounts, including, but not limited to deposit accounts, accounts receivables, other receivables and inventory, whether existing as of the effective date of the Future Receivables Sale and Purchase Agreement or thereafter acquired.
NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements
On March 11, 2026, the Company issued shares of common stock at $ per share to a noteholder in exchange for the forgiveness of $1,750,000 of outstanding principal, effectively retiring that note.
On April 1, 2026, the Company issued a senior secured convertible promissory note in favor of Leviston Resources, LLC (“Leviston”) in the face amount of $1,724,444 (net proceeds of $1,552,000 after a $172,444 OID), and issued shares of common stock to Leviston as additional consideration, with Leviston receiving most-favored-nation, right of first refusal, rollover rights on future financings, and piggyback registration rights. The Leviston note bears interest at a rate of 10% and matures on October 1, 2026. Interest is guaranteed for the entirety of the six-month term of the Leviston note, regardless of any reduction of the principal amount, conversion or prepayment. The Leviston note is a senior secured obligation of the Company, with first priority over all current and future indebtedness; provided, however, that the Company may close equipment financing, with such financing secured by first priority lien(s) against the equipment being financed and second priority lien(s) (behind Leviston’s security interest) against the Company’s other assets. The Company’s obligations under the Leviston note are secured pursuant to the terms of the Pledge and Security Agreement, dated as of April 1, 2026, by and between the Company and Leviston (the “Leviston Security Agreement”).
The Leviston note is convertible into shares of the Company’s common stock only upon and following an Event of Default (as defined in the Leviston note), at the option of Leviston. Upon an Event of Default, Leviston may convert any portion of the outstanding principal, accrued interest, default interest, and a fixed conversion fee of $1,950 per conversion into common stock. The conversion price will be equal to 80% of the average of the three lowest daily volume-weighted average prices (VWAP) of the common stock during the 15 trading days immediately preceding the conversion date, subject to a floor price of $ per share.
The Leviston note contains an equity blocker that prohibits Leviston from converting the Leviston note if such conversion would result in Leviston and its affiliates beneficially owning more than 4.99% of the Company’s outstanding common stock; provided, however, that Leviston may elect to increase this limitation to 9.99% upon 61 days’ prior notice to the Company, or immediately if Leviston is not subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended.
In addition, the Leviston note contains a hard cap on the number of shares issuable to Leviston at 19.99% of the outstanding shares. Pursuant to the terms of the Leviston note, the parties agreed that, notwithstanding any other conversion, adjustment or other provision, the Company may not issue a cumulative number of shares of common stock to Leviston and its affiliates pursuant to the Leviston note and the other transaction documents that would exceed the 19.99% limitation set forth in the Nasdaq Stock Market’s (“Nasdaq”) Listing Rule 5635(d), unless the Company obtains stockholder approval to exceed such threshold in accordance with Nasdaq rules.
The Company may prepay the Leviston note at any time prior to October 1, 2026; provided, however, that (i) if the prepayment date occurs within 60 days of April 1, 2026, the Company must pay Leviston the outstanding principal amount, all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and any other amounts due under the Leviston note, with no prepayment premium; and (ii) if the prepayment date occurs after 60 days from April 1, 2026, the Company must pay Leviston 110% multiplied by the sum of (a) the outstanding principal amount, (b) all guaranteed interest for the full six-month term (regardless of how much of the term has elapsed as of the prepayment date), and (c) any other amounts due under the Leviston note.
The Leviston note contains customary Events of Default, the occurrence of which grant Leviston, among other things, the right to accelerate the entire unpaid balance of the Leviston note. Upon the occurrence of an Event of Default, the Leviston note provides that, among other things, all outstanding obligations under the Leviston note and related transaction documents, including principal, accrued interest, monitoring fees, and legal expenses, will automatically increase to 150% of the then-outstanding balance. Additionally, all outstanding obligations will accrue interest at a default rate equal to the lesser of 18% per annum or the maximum rate permitted by law.
NEXTNRG, INC. AND SUBSIDIARIES FORMERLY KNOWN AS EZFILL HOLDINGS, INC. Notes to Consolidated Financial Statements
On April 1, 2026, in connection with the issuance of the Leviston note, the Company and Leviston entered into the Leviston Security Agreement. Pursuant to the terms of the Leviston Security Agreement, the Company granted to Leviston a continuing, first-priority security interest in substantially all of its assets to secure the prompt payment and performance of its obligations under the Leviston note and related transaction documents. The collateral includes, but is not limited to, the Company’s accounts, inventory, equipment, general intangibles, deposit accounts, and 100% of the equity interests in the Company’s directly owned subsidiaries (the “Pledged Equity”). The Company is subject to negative covenants that, subject to certain exceptions, prohibit the sale, lease, or encumbrance of the collateral without Leviston’s prior written consent. Upon the occurrence and during the continuance of an Event of Default, Leviston may, among other remedies: (i) accelerate all obligations and take possession of the collateral; (ii) exercise all voting and consensual rights pertaining to the Pledged Equity; (iii) appoint a receiver over the Company’s assets; and/or (iv) sell the collateral at public or private sales to satisfy the outstanding debt.
The security interest will terminate only upon the full satisfaction or termination of the Company’s obligations under the Leviston note.
On April 7, 2026, the Company entered into a Business Loan and Security Agreement, dated as of April 1, 2026, with Cashera Private Credit Inc., providing for a term loan in the principal amount of $750,000 (net disbursement of $712,500 after a $37,500 origination fee) with a total repayment obligation of $1,050,000, payable in 24 weekly installments of $43,750 through October 1, 2026, reflecting a stated APR of 173.06%. The Cashera facility is secured by a first-priority lien on all assets of the Company and its subsidiaries, and is personally guaranteed by Mr. Farkas, the Company’s Chief Executive Officer, Chairman of the Board and substantial stockholder, and cross-guaranteed by NextNRG Ops LLC, a wholly owned subsidiary of the Company.
On March 16, 2026, the Company received written notice (the “Bid Price Notice”) from the Nasdaq Listing Qualifications Department (the “Nasdaq Staff”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market under the symbol “NXXT,” and the Company is currently monitoring the closing bid price of its common stock and evaluating its alternatives, if appropriate, to resolve the deficiency and regain compliance with this rule.
The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice indicated that the Company will be provided 180 calendar days, or until September 14, 2026, in which to regain compliance. If at any time during this period the closing bid price of the Company’s common stock is at least $ per share for a minimum of 10 consecutive business days, the Nasdaq Staff will provide the Company with written confirmation of compliance and the matter will be closed.
Alternatively, if the Company fails to regain compliance with the Minimum Bid Price Requirement prior to the expiration of the 180 calendar day period, but meets the continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement.
There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with the other listing requirements. The Company is considering actions that it may take in response to the Bid Price Notice in order to regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time.
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