UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

NEXTNRG, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

NextNRG, Inc.

407 Lincoln Rd., #9F

Miami Beach, FL 33139

NOTICE OF WRITTEN CONSENT OF STOCKHOLDERS

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

To the Stockholders of NextNRG, Inc.:

This Notice and the accompanying Information Statement are being furnished to the stockholders of NextNRG, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), in connection with the corporate action described below taken by the Company’s Board of Directors (“Board”) and by the holders of a majority of the Company’s voting capital stock. The holders of a majority of the Company’s voting capital stock (the “Consenting Stockholders”), by written consent in lieu of a meeting delivered on July 31, 2026 pursuant to Section 228 of the Delaware General Corporation Law (“DGCL”) and Article II, Section 9 of our bylaws, provided approval for the following corporate actions:

On June 11, 2026, upon the recommendation of the Compensation Committee of the Board, all of the members of the Board, by written consent in lieu of a meeting, as provided under the DGCL, approved the 2023 Plan Amendment.

On July 31, 2026, all of the members of the Board, by written consent in lieu of a meeting, as provided under the DGCL, approved the Reverse Stock Split and the Series C Financing.

On July 31, 2026, upon the recommendation of the Related Party Committee of the Board, all of the members of the Board, by written consent in lieu of a meeting, as provided under the DGCL, approved the Farkas Employment Agreement Equity Issuance.

This Information Statement is being furnished to our stockholders of record as of July 31, 2026 in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated by the Securities and Exchange Commission thereunder, solely for the purpose of informing our stockholders of the actions taken by the Consenting Stockholders by written consent. As the matters set forth in this Information Statement have been duly authorized and approved by the written consent of the Consenting Stockholders, who together hold a majority of the Company’s voting securities, your vote or consent is not requested or required to approve these matters. This Information Statement is provided solely for your information, and also serves the purpose of informing stockholders of the matters described herein pursuant to Section 14(c) of the Exchange Act and the rules and regulations prescribed thereunder, including Regulation 14C. This Information Statement also serves as the notice required by Section 228 of the DGCL of the taking of a corporate action without a meeting by less than unanimous written consent of the Company’s stockholders. You do not need to do anything in response to this Notice and the Information Statement.

The action taken by written consent of the Consenting Stockholders will not become effective until the date that is 20 calendar days after this Information Statement is first mailed or otherwise delivered to holders of our common stock.

THIS IS NOT A NOTICE OF A MEETING AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTER DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

INFORMATION STATEMENT

OF

NEXTNRG, INC.

407 Lincoln Rd., #9F

Miami Beach, FL 33139

July 31, 2026

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER

NO VOTE OR OTHER ACTION OF NEXTNRG, INC.’S STOCKHOLDERS IS REQUIRED

IN CONNECTION WITH THIS INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

GENERAL INFORMATION

This Information Statement is being furnished to the stockholders of NextNRG, Inc., a Delaware corporation (the “Company”), as of July 31, 2026 (the “Record Date”), pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder, to inform them that, with the unanimous approval of the Board of Directors of the Company (the “Board”), on July 31, 2026, stockholders holding a majority of the issued and outstanding voting securities of the Company (together, the “Majority Stockholders”) approved, by written consent:

On June 11, 2026, upon the recommendation of the Compensation Committee of the Board, all of the members of the Board, by written consent in lieu of a meeting, as provided under the DGCL, approved the 2023 Plan Amendment. The Majority Stockholders’ approval and consent constitutes the approval and consent of a majority of the total number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), and is sufficient under the Delaware General Corporate Law (“DGCL”), the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), and the Company’s bylaws (“Bylaws”) to approve the 2023 Plan Amendment, a copy of which is attached hereto as Annex A. Accordingly, approval of the 2023 Plan Amendment will not be submitted to the other stockholders of the Company for a vote, and this Information Statement is being furnished to such other stockholders to provide them with certain information concerning approval of the 2023 Plan Amendment in accordance with the requirements of the Exchange Act, and the regulations promulgated under the Exchange Act, including Regulation 14C.

On July 31, 2026, the Reverse Split was approved by the Board with the specific ratio to be determined by the Board at a later date in its discretion. The Majority Stockholders’ approval and consent constitutes the approval and consent of a majority of the total number of shares of the Company’s Common Stock, and is sufficient under the DGCL, the Company’s Certificate of Incorporation, and the Company’s “Bylaws to approve the Reverse Stock Split. Accordingly, approval of the Reverse Stock Split will not be submitted to the other stockholders of the Company for a vote, and this Information Statement is being furnished to such other stockholders to provide them with certain information concerning approval of Reverse Stock Split in accordance with the requirements of the Exchange Act, and the regulations promulgated under the Exchange Act, including Regulation 14C.

On July 31, 2026, the Series C Financing was approved by the Board, with the specific terms of the Series C Financing to be determined by the Board at a later date in its discretion. The Majority Stockholders’ approval and consent constitutes the approval and consent of a majority of the total number of shares of the Company’s Common Stock, and is sufficient under the DGCL, the Company’s Certificate of Incorporation, and the Company’s Bylaws to approve the Series C Financing. Accordingly, approval of the Series C Financing will not be submitted to the other stockholders of the Company for a vote, and this Information Statement is being furnished to such other stockholders to provide them with certain information concerning approval of such issuance in accordance with the requirements of the Exchange Act, and the regulations promulgated under the Exchange Act, including Regulation 14C.

On May 1, 2026, the Farkas Employment Agreement Equity Issuance was approved by the Company’s related party committee, with the specific terms of the Farkas Employment Agreement Equity Issuance set forth in the Farkas Employment Agreement. The Majority Stockholders’ approval and consent constitutes the approval and consent of a majority of the total number of shares of the Company’s Common Stock, and is sufficient under the DGCL, the Company’s Certificate of Incorporation, and the Company’s Bylaws, as well as Nasdaq Marketplace Rule 5635(c), to approve the Farkas Employment Agreement Equity Issuance. Accordingly, approval of the Farkas Employment Agreement Equity Issuance will not be submitted to the other stockholders of the Company for a vote, and this Information Statement is being furnished to such other stockholders to provide them with certain information concerning approval of such issuance in accordance with the requirements of the Exchange Act, and the regulations promulgated under the Exchange Act, including Regulation 14C.

Your consent is not required and is not being solicited in connection with approval of the 2023 Plan Amendment, the Reverse Stock Split, the Series C Financing, and the Farkas Employment Agreement Equity Issuance by the Majority Stockholders. This Information Statement is intended to provide stockholders information required by the rules and regulations of the Exchange Act.

RECORD DATE & VOTING SECURITIES

Only stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this Information Statement. As of the Record Date, there were 168,133,448 shares of Common Stock issued and outstanding, held by approximately 100 holders of record, and 140,000 shares of Series B convertible preferred stock, held by one record holder. No shares of Series A convertible preferred stock were issued and outstanding as of the Record Date. Holders of Common Stock are entitled to one vote per share. The Series B convertible preferred stock votes together with the Common Stock as one class. Each share of Series B convertible preferred stock has a number of votes equal to the number of shares of Common Stock which would be issuable with respect to such Series B convertible preferred stock.

MAJORITY STOCKHOLDER APPROVAL

Together, the Majority Stockholders hold 89,533,075 shares of Common Stock and 140,000 shares of Series B convertible preferred stock, representing 53.45% of the Company’s voting securities as follows:

EXPENSES

The entire cost of furnishing this Information Statement will be borne by the Company. The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them and the Company will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

STOCKHOLDERS SHARING AN ADDRESS

In accordance with notices to many stockholders who hold their shares through a bank, broker or other holder of record (a “street-name stockholder”) and share a single address, only one Information Statement is being delivered to that address unless contrary instructions from any stockholder at that address were received. This practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. However, any such street-name stockholder residing at the same address who wishes to receive a separate copy of this Information Statement, or any future notices and documents, may make such request by contacting the bank, broker or other holder of record, or the Company’s offices by telephone at (305) 786-NEXT or by mail to NextNRG, Inc., 407 Lincoln Rd., #9F, Miami Beach, FL 33139. The Company will promptly deliver, upon oral or written request, a separate copy of this Information Statement to any stockholder residing at an address to which only one copy was mailed. In addition, any such street-name stockholders residing at the same address who have received multiple copies of this Information Statement and wish to receive a single copy of the Company’s annual reports, information statements and proxy materials in the future may contact the bank, broker or other holder of record, or the Company’s offices at the contact information above.

NO DISSENTERS’ RIGHT OF APPRAISAL

Stockholders have no right under the DGCL, the Company’s Certificate of Incorporation, and the Company’s Bylaws to dissent from approval of the 2023 Plan Amendment set forth above.

STOCKHOLDERS’ RIGHTS

The elimination of the need for a special meeting of the stockholders to approve the 2023 Plan Amendment, the Reverse Stock Split, the Series C Financing, and the Farkas Employment Agreement Equity Issuance Financing is authorized by Delaware law. Under Delaware law, action may be taken by the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on a matter were present and voted. In order to eliminate the costs and management time involved in holding a special meeting and in order to effectuate the 2023 Plan Amendment disclosed herein as quickly as possible in order to accomplish the purposes of the Company, the Company chose to obtain the written consent of a majority of the Company’s voting power to approve the 2023 Plan Amendment.

The 2023 Plan Amendment, the Reverse Stock Split, the Series C Financing, and the Farkas Employment Agreement Equity Issuance described in this Information Statement cannot be effectuated until at least 20 calendar days after this Information Statement has first been sent or given to the stockholders. The Board retains the authority to abandon the 2023 Plan Amendment the Reverse Stock Split, the Series C Financing, and the Farkas Employment Agreement Equity Issuance for any reason at any time prior to the effective date of the 2023 Plan Amendment, the Reverse Stock Split, the Series C Financing, and the Farkas Employment Agreement Equity Issuance.

INTERESTS OF CERTAIN PERSONS IN THE 2023 PLAN AMENDMENT, THE REVERSE STOCK SPLIT, THE SERIES C FINANCING, AND THE FARKAS EMPLOYMENT AGREEMENT EQUITY ISSUANCE

No officer, director, nominee for election as a director, associate of any director, executive officer or nominee, or beneficial owner of more than 5% of our Common Stock has any substantial interest in the matters acted upon by our Board and stockholders, other than his role as an officer, director or beneficial owner, except for Michael D. Farkas, who is a beneficial owner of more than 5% of our Common Stock.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

TABLE OF CONTENTS

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This Information Statement may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Forward-looking statements reflect our current view about future events. When used in this annual report, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this annual report relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors (including the risks contained in our annual report and other filings with the SEC, as the same may be updated from time to time) relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including U.S. securities laws, we do not intend to update any of the forward-looking statements to conform these statements.

THE 2023 PLAN AMENDMENT

This discussion is qualified in its entirety by reference to the 2023 Plan and the 2023 Plan Amendment, a copy of which is attached to this Information Statement as Annex A.

On April 27, 2023, the Board, upon a recommendation of the Compensation Committee, approved the 2023 Plan to provide stock-based incentives that align the interests of employees, consultants and directors with those of the stockholders of the Company by motivating its employees to achieve long-term results and rewarding them for their achievements and to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long range success. The 2023 Plan was subsequently approved by stockholders of the Company.

Subsequently, in November 2023, the Board and a majority of the stockholders of the Company approved an amendment to the 2023 Plan (as disclosed in the definitive information statement on Schedule 14C filed by the Company on December 29, 2023) that had the effect of increasing the number of shares of Common Stock available for grant under the 2023 Plan from 900,000 to 2,900,000. Further, the Board and a majority of the stockholders of the Company in January 2024 approved an additional amendment to the 2023 Plan (as disclosed in the definitive information statement on Schedule 14C filed by the Company on February 8, 2024) that had the effect of decreasing the number of shares of Common Stock available for grant under the 2023 Plan from 2,900,000 to 2,250,000.

Thereafter, in March 2025, the Board and a majority of the stockholders of the Company approved an amendment to the 2023 Plan (as disclosed in the definitive information statement on Schedule 14C filed by the Company on March 17, 2025) that had the effect of (i) increasing the number of shares of Common Stock available for the grant under the 2023 Plan from 2,250,000 to 22,250,000; and (ii) increasing the maximum number of shares of Common Stock that may be granted during a single fiscal year to any non-employee director, together with any cash fees paid to such non-employee director during such fiscal year, from a total value of $300,000 to $500,000.

On June 11, 2026, the Compensation Committee recommended the 2023 Plan Amendment to the Board. On June 11, 2026, the Board, upon the recommendation of the Compensation Committee, via written consent in lieu of a meeting, approved and recommended that the Company’s stockholders approve, the 2023 Plan Amendment to (i) increase the number of shares of Common Stock available for grant under the 2023 Plan by 32,000,000, such that the number of shares of common stock available for grant under the 2023 Plan will increase from 22,250,000 to 54,250,000, and (ii) remove any references to the Company as a Delaware corporation. At the annual meeting of the Company’s stockholders held on December 29, 2025, stockholders approved a proposal to change the Company’s state of incorporation from Delaware to Nevada. Although the Company intends to change its state of incorporation from Delaware to Nevada in the near future, it has not yet done so. Pursuant to the 2023 Plan Amendment, references to the Company as a Delaware corporation are being removed in order to eliminate the need to amend the 2023 Plan in the future if and when the Company’s state of incorporation is changed.

Pursuant to a written consent delivered on July 31, 2026, the Majority Stockholders, collectively holding 89,533,075 shares of Common Stock and 140,000 shares of the Series B convertible preferred stock, representing approximately 53.45% of our voting power as of the Record Date, approved the 2023 Plan Amendment.

Summary of Material Features of the 2023 Plan

The following summary of the material terms of the 2023 Plan, as amended by the 2023 Plan Amendment, is qualified in its entirety by the full text of:

You also may obtain a copy of the 2023 Plan, free of charge, by writing to the Company, Attention: Corporate Secretary, NextNRG, Inc., 407 Lincoln Rd., #9F, Miami Beach, FL 33139.

Effective Date; Duration of the 2023 Plan

The 2023 Plan originally became effective upon approval by the Company’s stockholders on June 2, 2023 and will remain in effect until June 2, 2033, the tenth anniversary of the date it was approved by stockholders, unless terminated earlier by the Board.

Plan Administration

The 2023 Plan is administered by the Compensation Committee. The Compensation Committee has the authority to, among other things, interpret the 2023 Plan, determine who will be granted awards under the 2023 Plan, determine the terms and conditions of each award, and take action as it determines to be necessary or advisable for the administration of the 2023 Plan.

Eligibility

The Compensation Committee may grant awards to any employee, officer, consultant or director of the Company and its affiliates. Only employees are eligible to receive incentive stock options (“ISOs”). Non-employee directors currently receive awards as described in this Information Statement under “Director Compensation” and the Company’s Named Executive Officers (as hereinafter defined) receive awards as described in this Information Statement under “Executive Compensation” below.

Shares Available for Awards; Limits on Awards

The 2023 Plan authorizes the issuance of up to 54,250,000 shares of Common Stock (the “Total Share Reserve”). Subject to adjustment as set forth in the 2023 Plan, no more than 54,250,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of ISOs. The maximum number of shares of Common Stock subject to awards granted during a single fiscal year to any non-employee director, together with any cash fees paid to such non-employee director during the fiscal year may not exceed a total value of $500,000 (calculating the value of any awards based on the grant date fair value for financial reporting purposes).

If any outstanding award expires or is canceled, forfeited, or terminated without issuance of the full number of shares of Common Stock to which the award related, then the shares subject to such award will again become available for future grant under the 2023 Plan.

Shares tendered in payment of the option exercise price or delivered or withheld by the Company to satisfy any tax withholding obligation, or shares covered by a stock-settled stock appreciation right (“SAR”) or other awards that were not issued upon the settlement of the award will not again become available for future grants under the 2023 Plan.

The Compensation Committee will make appropriate adjustments to these limits in the event of certain changes in the capitalization of the Company (see “Adjustments Upon Changes in Stock”).

Types of Awards That May Be Granted

Subject to the limits in the 2023 Plan, the Compensation Committee has the authority to set the size and type of award and any vesting or performance conditions. The types of awards that may be granted under the 2023 Plan are stock options (including both ISOs and nonqualified stock options (“NQSOs”)), SARs, restricted stock, restricted stock units (“RSUs”), performance awards, cash awards and other stock-based awards.

Stock Options

A stock option is the right to purchase shares of Common Stock at a future date at a specified price per share called the exercise price. An option may be either an ISO or a NQSO. ISOs and NQSOs are taxed differently, as described under “Federal Income Tax Treatment of Awards Under the 2023 Plan.” Except in the case of options granted pursuant to an assumption or substitution for another option, the exercise price of a stock option may not be less than the fair market value (or in the case of an ISO granted to a 10% stockholder, 110% of the fair market value) of a share of Common Stock on the grant date. Full payment of the exercise price must be made at the time of such exercise either in cash or bank check or in another manner approved by the Compensation Committee.

SARs

A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a share of Common Stock on the date of exercise of the SAR over the exercise price. The exercise price of a SAR may not be less than the fair market value of a share of Common Stock on the grant date. SARs may be granted alone (“freestanding rights”) or in tandem with options (“related rights”).

Restricted Stock

A restricted stock award is an award of actual shares of Common Stock which are subject to certain restrictions for a period of time determined by the Compensation Committee. Restricted stock may be held by the Company in escrow or delivered to the participant pending the release of the restrictions. Participants who receive restricted stock awards generally have the rights and privileges of stockholders regarding the shares of restricted stock during the restricted period, including the right to vote and the right to receive dividends.

RSUs

An RSU is an award of hypothetical Common Stock units having a value equal to the fair market value of an identical number of shares of Common Stock, which are subject to certain restrictions for a period of time determined by the Compensation Committee. No shares of Common Stock are issued at the time an RSU is granted, and the Company is not required to set aside any funds for the payment of any RSU award. Because no shares are outstanding, the participant does not have any rights as a stockholder. The Compensation Committee may grant RSUs with a deferral feature (deferred stock units or “DSUs”), which defers settlement of the RSU beyond the vesting date until a future payment date or event set out in the participant’s award agreement. The Compensation Committee has the discretion to credit RSUs or DSUs with dividend equivalents.

Performance Awards

A performance award is an award of shares of Common Stock or units that are only earned if certain conditions are met. The Compensation Committee has the discretion to determine the number of shares of Common Stock or stock-denominated units subject to a performance share award, the applicable performance period, the conditions that must be satisfied for a participant to earn an award, and any other terms, conditions, and restrictions of the award.

Other Equity-Based Awards

The Compensation Committee may grant other equity-based awards, either alone or in tandem with other awards, in amounts and subject to conditions as determined by the Compensation Committee as set out in an award agreement.

Cash Awards

The Compensation Committee may grant cash awards that are designated performance compensation awards.

Vesting

The Compensation Committee has the authority to determine the vesting schedule of each award, and to accelerate the vesting and exercisability of any award. The Company’s practice since inception has been for time-based vesting for signing shares and for subsequent shares to be granted based upon achievement of goals during a calendar year and then be subject to time-based vesting.

Adjustments Upon Changes in Stock

In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the grant date of any award, awards granted under the 2023 Plan and any award agreements, the exercise price of options and SARs, the maximum number of shares of Common Stock subject to all awards and the maximum number of shares of Common Stock with respect to which any one person may be granted awards during any period will be equitably adjusted or substituted, as to the number, price or kind of a share of Common Stock or other consideration subject to such awards to the extent necessary to preserve the economic intent of the award.

Unless the Compensation Committee specifically determines that such adjustment is in the best interests of the Company or its affiliates, the Compensation Committee will, in the case of ISOs, ensure that any adjustments made will not constitute a modification, extension or renewal of the ISO within the meaning of Section 424(h)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and in the case of NQSOs, ensure that any adjustments will not constitute a modification of such NQSOs within the meaning of Section 409A of the Code. Any adjustments will be made in a manner which does not adversely affect the exemption provided under Rule 16b-3 under the Exchange Act. The Company will give participants notice of any adjustment.

Change in Control

In the case of performance awards, in the event of a change in control, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met.

In the event of a change in control, the Compensation Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding awards and pay to the holders the value of the awards based upon the price per share of Common Stock received or to be received by other stockholders of the Company in the event. In the case of any option or SAR with an exercise price that equals or exceeds the price paid for a share of Common Stock in connection with the change in control, the Compensation Committee may cancel the option or SAR without the payment of any consideration.

A change in control is defined as (a) the acquisition by one person or more than one person acting as a group, of Company stock representing more than 50% of the total fair market value or total voting power of the Company’s stock; (b) the acquisition by one person or more than one person acting as a group, of Company stock possessing more than 30% of the total voting power of the Company’s stock; (c) a majority of the members of the Board are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Board; or (d) the acquisition by one person or more than one person acting as a group, of Company assets with a total gross fair market value of more than 40% of the total gross fair market value of all of the Company’s assets immediately before the acquisition.

Amendment or Termination of the 2023 Plan

The Board may amend or terminate the 2023 Plan at any time. However, except in the case of adjustments upon changes in Common Stock, no amendment will be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable laws or the rules of The Nasdaq Stock Market (“Nasdaq”). The 2023 Plan will terminate on the 10-year anniversary of the effective date of the 2023 Plan (June 2, 2033), unless previously terminated by the Board.

Amendment of Awards

The Compensation Committee may amend the terms of any one or more awards. However, the Compensation Committee may not amend an award that would impair a participant’s rights under the award without the participant’s written consent.

Clawback and Recoupment

The Company may cancel any award or require the participant to reimburse any previously paid compensation provided under the 2023 Plan or an award agreement in accordance with the Company’s clawback policy.

Federal Income Tax Consequences of Awards

The following is a summary of U.S. federal income tax consequences of awards granted under the 2023 Plan, based on current U.S. federal income tax laws. This summary does not constitute legal or tax advice and does not address municipal, state or foreign income tax consequences.

NQSOs

The grant of a NQSO will not result in taxable income to the participant. The participant will recognize ordinary income at the time of exercise equal to the excess of the fair market value of the shares on the date of exercise over the exercise price and the Company will be entitled to a corresponding deduction for tax purposes. Gains or losses realized by the participant upon the sale of the shares acquired on exercise will be treated as capital gains or losses.

ISOs

The grant of an ISO will not result in taxable income to the participant. The exercise of an ISO will not result in taxable income to the participant if at the time of exercise the participant has been employed by the Company or its subsidiaries at all times beginning on the date the ISO was granted and ending not more than 90 days before the date of exercise. However, the excess of the fair market value of the shares on the date of exercise over the exercise price is an adjustment that is included in the calculation of the participant’s alternative minimum tax liability for the year the shares are sold.

If the participant does not sell the shares acquired on exercise within two years from the date of grant and one year from the date of exercise then on the sale of the shares any amount realized in excess of the exercise price will be taxed as capital gain. If the amount realized in the sale is less than the exercise price, then the participant will recognize a capital loss.

If these holding requirements are not met, then the participant will generally recognize ordinary income at the time the shares are sold in an amount equal to the lesser of (a) the excess of the fair market value of the shares on the date of exercise over the exercise price, or (b) the excess, if any, of the amount realized on the sale of the shares over the exercise price, and the Company will be entitled to a corresponding deduction.

SARs

The grant of a SAR will not result in taxable income to the participant. The participant will recognize ordinary income at the time of exercise equal to the amount of cash received or the fair market value of the shares received and the Company will be entitled to a corresponding deduction for tax purposes. If the SARs are settled in shares, then when the shares are sold the participant will recognize capital gain or loss on the difference between the sale price and the amount recognized at exercise. Whether it is a long-term or short-term gain or loss depends on how long the shares are held.

Restricted Stock and Performance Shares

Unless a participant makes an election to accelerate the recognition of income to the grant date (as described below), the grant of restricted stock or performance shares awards will not result in taxable income to the participant. When the restrictions lapse, the participant will recognize ordinary income on the excess of the fair market value of the shares on the vesting date over the amount paid for the shares, if any, and the Company will be entitled to a corresponding deduction.

If the participant makes an election under Section 83(b) of the Code within 30 days after the grant date, the participant will recognize ordinary income as of the grant date equal to the fair market value of the shares on the grant date over the amount paid, if any, and the Company will be entitled to a corresponding deduction. Any future appreciation will be taxed at capital gains rates. However, if the shares are later forfeited, the participant will not be able to recover any taxes paid.

RSUs and Performance Stock Units

The grant of an RSU or performance stock unit will not result in taxable income to the participant. When the RSU is settled, the participant will recognize ordinary income equal to the fair market value of the shares or the cash provided on settlement and the Company will be entitled to a corresponding deduction. Any future appreciation will be taxed at capital gains rates.

Section 409A

Section 409A of the Code imposes complex rules on nonqualified deferred compensation arrangements, including requirements with respect to elections to defer compensation and the timing of payment of deferred amounts. Depending on how they are structured, certain equity-based awards may be subject to Section 409A of the Code, while others are exempt. If an award is subject to Section 409A of the Code and a violation occurs, the compensation is includible in income when no longer subject to a substantial risk of forfeiture and the participant may be subject to a 20% penalty tax and, in some cases, interest penalties. The 2023 Plan and awards granted under the 2023 Plan are intended to be exempt from or conform to the requirements of Section 409A of the Code.

Section 162(m) and Limits on the Company’s Deductions

Section 162(m) of the Code denies deductions to publicly held corporations for compensation paid to certain senior executives that exceeds $1,000,000.

New Plan Benefits

Awards under the 2023 Plan will be granted in amounts and to individuals as determined by the Compensation Committee in its sole discretion. Therefore, the benefits or amounts that will be received by employees, officers, directors and consultants under the 2023 Plan are not determinable at this time.

Nasdaq Requirements

We are subject to Nasdaq’s listing standards because our Common Stock is currently listed on the Nasdaq Capital Market. The issuance of shares of our Common Stock under the 2023 Plan, as amended by the 2023 Plan Amendment, implicates certain of Nasdaq’s listing standards requiring prior stockholder approval in order to maintain our listing on the Nasdaq Capital Market.

Nasdaq Listing Rule 5635(c) requires stockholder approval prior to the issuance of securities when a stock option or purchase plan is established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees or consultants. Such material amendment includes any material increase in the number of shares to be issued under the 2023 Plan, other than to reflect a reorganization, stock split, merger, spinoff or similar transaction.

As a result of the Majority Stockholders’ approval of the 2023 Plan Amendment, on the date which is 20 calendar days after the date on which this Information Statement is mailed to our stockholders, we will comply with Nasdaq Listing Rule 5635(c), as the Majority Stockholders’ approval will then constitute stockholder approval for the Company to materially amend the 2023 Plan in the manner set forth in the 2023 Plan Amendment.

EXECUTIVE COMPENSATION

Executive Compensation Objectives and Practices

We designed our executive officer compensation program to attract, motivate and retain key executives who drive our success. We strive to have pay reflect our performance and align with the interests of long-term stockholders, which we achieve with compensation that:

We evaluate both performance and compensation to ensure the Company maintains its ability to attract and retain superior employees in key positions and compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of other companies our size.

Elements of Executive Compensation

Our compensation for senior executive officers generally consists of the following elements: base salary; performance-based incentive compensation determined primarily by reference to objective financial operating criteria; long-term equity compensation in the form of stock options and restricted stock; and employee benefits that are generally available to all our employees.

Base Salary

The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. It is our policy to set base salary levels taking into account a number of factors, such as annual revenue, the nature of the mobile fueling and new energy businesses, the structure of other comparable companies’ compensation programs and the availability of compensation information. When setting base salary levels, in a manner consistent with the objectives outlined above, the Board considers our performance, the individual’s breadth of knowledge and performance and levels of responsibility. In determining salaries, we did not engage compensation consultants.

Annual Performance-Based Incentive Compensation

Our performance-based incentive compensation program is designed to compensate executives when financial performance goals are achieved. Executives have the opportunity to earn annual cash compensation equal to a percentage of their base salary.

Long-Term Incentive Compensation – Equity Compensation

Our executive officers are eligible for stock awards. We believe that stock awards give executives a significant, long-term interest in our success, help retain key executives in a competitive market, and align executive interests with stockholder interests and long-term performance of the Company. We have granted options as well as restricted stock under our 2023 Equity Incentive Plan, as amended (the “2023 Plan”). Stock awards also provide each individual with an added incentive to manage the Company from the perspective of an owner with an equity stake in the business. Moreover, the vesting schedule (which is generally three years for employees and one year for non-employee directors, although this may vary at the discretion of the Compensation Committee) encourages a long-term commitment to the Company by our executive officers and other participants. Each year the Compensation Committee reviews the number of shares owned by, or subject to options held by, each executive officer, and additional awards are considered based upon the executive’s past performance, as well as anticipated future performance, of the executive officer. The Compensation Committee continues to believe that equity compensation should be an important element of the Company’s compensation package.

Typically, we have awarded stock options and restricted stock to executives upon joining the Company and thereafter grants may be at the discretion of the Board, a role that will be assumed by our compensation committee on a going forward basis. Generally, options are priced at the closing price of the Company’s common stock on the date of each grant, or, in the case of new employees, on such a later date as the employee joins the Company. We also have granted restricted stock to members of the Board of Directors and executive officers from time to time.

We do not have a formal written policy relating to the timing of equity awards. We encourage, but we do not require, that our executive officers own stock in the Company.

Retirement and Other Benefits

All eligible employees in the United States are automatically enrolled in our 401(k) plan.

Perquisites and Other Personal Benefits

Section 162(m) of the Internal Revenue Code limits the Company deduction for federal income tax purposes to no more than $1 million of compensation paid to each of the named executive officers in a taxable year.

2025 Summary Compensation Table

The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2025 and 2024, respectively:

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2025 and 2024, respectively:

EQUITY COMPENSATION PLAN INFORMATION

The following table contains summary information as of December 31, 2025 concerning the Company’s equity compensation plans pursuant to which equity securities are authorized for issuance. All of our equity compensation plans have been approved by the stockholders.

2025 Director Compensation Table

The following table provides the total compensation for each person who served as a non-employee member of our Board of Directors during the fiscal year ended December 31, 2025, including all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion or all of fiscal year 2025.

Additionally, members are paid for their participation on various committees as follows:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of the Record Date by:

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT

Background and Proposed Amendment

Our amended and restated certificate of incorporation, as amended, currently authorizes the Company to issue a total of 505,000,000 shares of capital stock, consisting of 500,000,000 shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share.

On [*], subject to stockholder approval, the Board approved an amendment to our amended and restated certificate of incorporation to, at the discretion of the Board, effect the Reverse Stock Split of the Common Stock at a ratio of 1-for-5 to 1-for-12, with the exact ratio within such range to be determined by the Board at its discretion. The Reverse Split may be effected at any time prior to the one-year anniversary date of the date this Proxy Statement is first mailed to stockholders.

The primary goal of the Reverse Stock Split is to increase the per share market price of our Common Stock to meet the minimum per share bid price requirements for continued listing on Nasdaq. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reverse Stock Split is not intended to modify the rights of existing stockholders in any material respect.

When the Reverse Stock Split is effected, every 5 shares of our issued and outstanding Common Stock up to every 12 shares of our outstanding Common Stock would be combined and reclassified into one share of Common Stock. The Reverse Split may be effected at any time prior to the one-year anniversary date of this Information Statement. The actual timing for implementation of the Reverse Stock Split would be determined by the Board based upon its evaluation as to when such action would be most advantageous to the Company and its stockholders. The Board has have the sole authority to elect whether or not and when to amend our amended and restated certificate of incorporation to effect the Reverse Stock Split. The Board will make a determination as to whether effecting the Reverse Stock Split is in the best interests of the Company and our stockholders in light of, among other things, the Company’s ability to increase the trading price of our Common Stock to meet the minimum stock price standards of Nasdaq without effecting the Reverse Stock Split, the per share price of the Common Stock immediately prior to the Reverse Stock Split and the expected stability of the per share price of the Common Stock following the Reverse Stock Split. If the Board determines that it is in the best interests of the Company and its stockholders to effect the Reverse Stock Split, it will hold a Board meeting to determine the ratio of the Reverse Stock Split. For additional information concerning the factors the Board will consider in deciding whether to effect the Reverse Stock Split, see “— Determination of the Reverse Stock Split Ratio” and “— Board Discretion to Effect the Reverse Stock Split.”.

The text of the proposed amendment to the Company’s amended and restated certificate of incorporation to effect the Reverse Stock Split is included as Annex B to this proxy statement. The Company has the authority to file the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing; provided, however, that the Reverse Stock Split Amendment is subject to revision to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board deems necessary and advisable. The Board has determined that the amendment is advisable and in the best interests of the Company and its stockholders.

As a result of the Majority Stockholders’ approval of the Reverse Stock Split, on the date which is 20 calendar days after the date on which this Information Statement is mailed to our stockholders, we will comply with Nasdaq Listing Rule 5635(c), as the Majority Stockholders’ approval will then constitute stockholder approval for the Company to effect the Reverse Stock Split.

Reasons for the Reverse Stock Split Amendment

The approval of the Reverse Stock Split is in order to increase the trading price of our Common Stock to meet the minimum per share bid price requirement for continued listing on the Nasdaq Capital Market. We believe increasing the trading price of our Common Stock may also assist in our capital-raising efforts by making our Common Stock more attractive to a broader range of investors. Accordingly, we believe that the Reverse Stock Split is in our stockholders’ best interests.

We believe that the Reverse Stock Split, if necessary, is a potentially effective means to meet the criteria to satisfy the minimum per share bid price requirement for continued listing on the Nasdaq Capital Market. The Nasdaq Capital Market requires, among other criteria, that the Company maintain a continued closing bid price of at least $1.00 per share. On the Record Date, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $[ ] per share. We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our Common Stock on Nasdaq.

The Board believes that maintaining the current number of authorized shares of our Common Stock, irrespective of the Reverse Stock Split, is necessary to provide us with the flexibility to act in the future with respect to raising additional financing, potential strategic collaborations and other corporate purposes without the delay and expense associated with obtaining special stockholder approval each time an opportunity requiring the issuance of shares of Common Stock may arise. Such a delay might deny us the flexibility that our Board views as important and in the interests of the Company and its stockholders.

Risks Associated with the Reverse Stock Split

The Board does not intend to effect the Reverse Stock Split if our stock regains compliance with Nasdaq’s bid price requirement discussed below.

On March 16 2026, we received a written notification (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we no longer satisfy the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the continued listing minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days (collectively, the “Bid Price Rule”). The Notice indicated that the Company will be provided 180 calendar days, or until September 14, 2026, in which to regain compliance.

In the event of a delisting from the Nasdaq Capital Market, we may seek to have our Common Stock traded in the over-the-counter inter-dealer quotation system, more commonly known as the OTC. OTC transactions involve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as the Nasdaq Capital Market, or, together, exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than exchange-listed stocks. Accordingly, our stock would be less liquid than it would be otherwise. Also, the prices of OTC stocks are often more volatile than exchange-listed stocks. Additionally, some institutional investors are prohibited from investing in OTC stocks, and it would likely be more challenging to raise capital when needed.

In light of our financial position and our need to raise additional capital, delisting of our Common Stock from the Nasdaq Capital Market would materially limit our ability to obtain additional equity capital. We may need to seek an in-court or out-of-court restructuring of our liabilities. In the event of such restructuring activities, holders of our Common Stock and other securities will likely suffer a total loss of their investment.

The primary goal of the Reverse Stock Split is to increase the per share market price of our Common Stock to meet the minimum per share bid price requirements for continued listing on the Nasdaq Capital Market. There can be no assurance that even if the Reverse Stock Split is effected, that we will ultimately regain compliance with the Minimum Bid Price Requirement and all other applicable requirements for continued listing on the Nasdaq Capital Market or that our Common Stock will not be delisted from the Nasdaq Capital Market.

In addition, as noted above, we believe that the Reverse Stock Split and the resulting increase in the per share price of our Common Stock could encourage increased investor interest in our Common Stock and promote greater liquidity for our stockholders. A greater price per share of our Common Stock could allow a broader range of institutions to invest in our Common Stock (namely, funds that are prohibited or discouraged from buying stocks with a price below a certain threshold), potentially increasing marketability, trading volume and liquidity of our Common Stock. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks. We believe that the Reverse Stock Split will provide flexibility to make our Common Stock a more attractive investment for these institutional investors, which we believe will enhance the liquidity for the holders of our Common Stock and may facilitate future sales of our Common Stock. The Reverse Stock Split could also increase interest in our Common Stock for analysts and brokers who may otherwise have policies that discourage or prohibit them in following or recommending companies with low stock prices. Additionally, because brokers’ commissions on transactions in low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

The Reverse Stock Split May Not Increase the Price of our Common Stock over the Long-Term or have the desired effect of maintaining compliance with Nasdaq Marketplace Rules.

As noted above, the principal purpose of the Reverse Stock Split is to increase the trading price of our Common Stock to meet the minimum stock price standards of Nasdaq. However, the effect of the Reverse Stock Split on the market price of our Common Stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of Common Stock will proportionally increase the market price of our Common Stock, we cannot assure you that the Reverse Stock Split will increase the market price of our Common Stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of our Common Stock. The market price of our Common Stock may be affected by other factors which may be unrelated to the number of shares outstanding, including the Company’s business and financial performance, general market conditions, and prospects for future success. In addition, although we believe the Reverse Stock Split may enhance the desirability of our Common Stock to certain potential investors, it is possible that, if implemented, our Common Stock may not become more attractive to institutional and other long term investors. Even if we implement the Reverse Stock Split, the market price of our Common Stock may decrease due to factors unrelated to the Reverse Stock Split. In any case, the market price of our Common Stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Stock Split is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Even if the market price per post-Reverse Stock Split share of our Common Stock remains in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements related to the minimum stockholder equity requirement, the minimum number of shares that must be in the public float, the minimum market value of the public float and the minimum number of “round lot” holders.

The Reverse Stock Split May Decrease the Liquidity of our Common Stock.

The Board believes that the Reverse Stock Split may result in an increase in the market price of our Common Stock, which could lead to increased interest in our Common Stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split will also reduce the total number of outstanding shares of Common Stock, which may lead to reduced trading and a smaller number of market makers for our Common Stock, particularly if the price per share of our Common Stock does not increase as a result of the Reverse Stock Split.

The Reverse Stock Split May Result in Some Stockholders Owning “Odd Lots” That May Be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell.

If the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their Common Stock.

The Reverse Stock Split May Lead to a Decrease in our Overall Market Capitalization.

The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Common Stock does not increase in proportion to the Reverse Stock Split ratio, or following such increase does not maintain or exceed such price, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of Common Stock outstanding following the Reverse Stock Split.

The effective increase in the authorized number of shares of our Common Stock as a result of the Reverse Stock Split could have anti-takeover implications.

The implementation of a Reverse Stock Split will result in an effective increase in the authorized number of shares of our Common Stock available for issuance (as our authorized number of shares of Common Stock will remain unchanged), which could, under certain circumstances, have anti-takeover implications. The additional shares of Common Stock that would become available for issuance if a Reverse Stock Split is implemented could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or our management. For example, without further stockholder approval, the Board could adopt a “poison pill” which would, under certain circumstances related to an acquisition of our securities that is not approved by the Board, give certain holders the right to acquire additional shares of our Common Stock at a low price. The Board also could strategically sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this Reverse Stock Split may be prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), stockholders should be aware that approval of a Reverse Stock Split could facilitate future efforts by us to deter or prevent changes in control, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.

If we effect the reverse split and then the market price of our Common Stock will decline and will fail to meet the continued Nasdaq listing requirement for the minimum bid price, we may not be eligible for any compliance period.

In January 2025, the U.S. Securities and Exchange Commission (SEC) approved amendments, which are now effective, to the Nasdaq listing rules that significantly affect companies seeking to use reverse stock splits to regain or maintain compliance with Nasdaq’s $1.00 minimum bid price requirement. The changes to the Nasdaq rules alter, among others, the frequency of reverse stock splits to prevent companies from repeatedly using them as part of their minimum bid price compliance strategy. Under the amended Nasdaq Listing Rule 5810(c)(3)(A)(iv), if a company’s security fails to meet the continued listing requirement for minimum bid price and the company has effected a reverse stock split over the prior one-year period (or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one), then the company shall not be eligible for any compliance period to address the bid price deficiency. Instead, Nasdaq will move forward with delisting proceedings.

Treatment of Fractional Shares in the Reverse Stock Split

The Company will not issue fractional certificates for post-reverse stock split shares in connection with the Reverse Stock Split. In lieu of issuing fractional shares, stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to rounding up of the fractional share to the nearest whole number. For example, if as a result of a reverse stock split a record stockholder would otherwise be entitled to hold 15.3 shares of our Common Stock after giving effect to the Reverse Stock Split, such stockholder would instead hold 16 shares of our Common Stock.

Determination of the Reverse Stock Split Ratio

The Board believes that stockholder approval of a range of potential Reverse Stock Split ratios is in the best interests of our Company and stockholders because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split ratio to be selected by our Board will be not less than 1-for-2 or more than 1-for-20.

The selection of the specific Reverse Stock Split ratio will be based on several factors, including, among other things:

We believe that granting our Board the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If the Board chooses to implement the Reverse Stock Split, the Company will make a public announcement regarding the determination of the Reverse Stock Split ratio.

Board Discretion to Effect the Reverse Stock Split

The Board will have the discretion to implement the Reverse Stock Split or to not effect the Reverse Stock Split at all. The Board currently intends to effect the Reverse Stock Split. If the trading price of our Common Stock increases without effecting the Reverse Stock Split, the Reverse Stock Split may not be necessary. Following the Reverse Stock Split, if implemented, there can be no assurance that the market price of our Common Stock will rise in proportion to the reduction in the number of outstanding shares resulting from the Reverse Stock Split or that the market price of the post-split Common Stock can be maintained above $1.00. There also can be no assurance that our Common Stock will not be delisted from Nasdaq for other reasons.

The Reverse Stock Split will be effected, if at all, only upon a determination by the Board that the Reverse Stock Split is in the best interests of the Company and its stockholders at that time. No further action on the part of the stockholders will be required to either effect or abandon the Reverse Stock Split. If our Board does not implement the Reverse Stock Split prior to the one-year anniversary date of the Special Meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Stock Split Amendment will be abandoned.

The market price of our Common Stock is dependent upon our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split. Furthermore, the reduced number of shares that will be outstanding after the Reverse Stock Split could significantly reduce the trading volume and otherwise adversely affect the liquidity of our Common Stock.

We have not proposed the Reverse Stock Split in response to any effort of which we are aware to accumulate our shares of Common Stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our Board or our stockholders. Notwithstanding the decrease in the number of outstanding shares of Common Stock following the Reverse Stock Split, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Effectiveness of the Reverse Stock Split

The Reverse Stock Split will become effective upon the filing with the Secretary of State of the State of Delaware of a certificate of amendment to our amended and restated certificate of incorporation in substantially the form of the Reverse Stock Split Amendment attached to this proxy statement as Annex B. The exact timing of the filing of the Reverse Stock Split Amendment will be determined by the Board based upon its evaluation of when such action will be most advantageous to the Company and our stockholders. The Board reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing such Reverse Stock Split Amendment, the Board, in its sole discretion, determines that it is no longer in the best interests of the Company and our stockholders. The Board currently intends to effect the Reverse Stock Split. If our Board does not implement the Reverse Stock Split prior to the one-year anniversary date of the Special Meeting, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Stock Split Amendment to effect the Reverse Stock Split will be abandoned.

Effects of the Reverse Stock Split on Issues and Outstanding Common Stock

If the Reverse Stock Split is effected, it will reduce the total number of issued and outstanding shares of Common Stock, including any shares held by the Company as treasury shares, by a Reverse Stock Split ratio of 1-for-5 to 1-for-12. Accordingly, each of our stockholders will own fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split would result in an adjustment to a stockholder’s ownership of Common Stock due to the effect of rounding up fractional shares in the Reverse Stock Split, as described in more detail herein. Therefore, voting rights and other rights and preferences of the holders of Common Stock will not be affected by the Reverse Stock Split (except for the effect of rounding up fractional shares). Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable, and the par value per share of Common Stock will remain $0.0001.

As of the Record Date, approximately 168,133,448 shares of our Common Stock were outstanding and 140,000 shares of our Preferred Stock were outstanding. For purposes of illustration, if the Reverse Stock Split is effected at a ratio of 1-for-12, the number of issued and outstanding shares of Common Stock after the Reverse Stock Split would be approximately 14,011,121 shares. Nasdaq requirements state that a listed company must have at least 500,000 shares in the public float. The Company would meet this requirement if the Reverse Stock Split is effected at a ratio of 1-for-12.

Effects of the Reverse Stock Split on Outstanding Equity Awards and Warrants to Purchase Common Stock

If the Reverse Stock Split is effected, the terms of equity awards granted under our [ ] Incentive Plan (“the “Equity Plan”), including the per share exercise price of options and the number of shares issuable under such options, will be proportionally adjusted to maintain their economic value, subject to adjustments for any fractional shares as described herein. In addition, the total number of shares of Common Stock that may be the subject of future grants under the Equity Plan, as well as any plan limits on the size of such grants will be adjusted and proportionately decreased as a result of the Reverse Stock Split. The number and exercise prices of outstanding warrants that we have issued will be correspondingly adjusted.

Effects of the Reverse Stock Split on Voting Rights

Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the Reverse Stock Split (except for the effect of rounding up fractional shares). For example, a holder of 1% of the voting power of the outstanding Common Stock immediately prior to the effective time of the Reverse Stock Split would continue to hold 1% of the voting power of the outstanding Common Stock after the Reverse Stock Split (except for the effect of rounding up fractional shares).

Effects of the Reverse Stock Split on Regulatory Matters

We are subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect our obligation to publicly file financial and other information with the SEC. After the effective time of any Reverse Stock Split that our Board elects to implement, our Common Stock would have a new committee on uniform securities identification procedures, or CUSIP number, a number used to identify our Common Stock.

Our Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation of any proposed Reverse Stock Split will not affect the registration of our Common Stock under the Exchange Act. Our Common Stock would continue to be listed on the Nasdaq Capital Market under the symbol “NXXT” immediately following the Reverse Stock Split.

Effects of the Reverse Stock Split on Authorized Share Capital

The total number of shares of capital stock that we are authorized to issue will not be affected by the Reverse Stock Split and will remain at 505,000,000 shares, consisting of 500,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.

Effects of the Reverse Stock Split on the Number of Shares of Common Stock Available for Future Issuance

By reducing the number of shares outstanding without reducing the number of shares of available but unissued Common Stock, the Reverse Stock Split will increase the number of authorized but unissued shares. The Board believes the increase is appropriate for use to fund the future operations of the Company. Although the Company does not have any pending acquisitions for which shares are expected to be used, the Company may also use authorized shares in connection with the financing of future acquisitions.

Although the Reverse Stock Split would not have any dilutive effect on our stockholders, the Reverse Stock Split without a reduction in the number of shares authorized for issuance would reduce the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance, giving the Board an effective increase in the authorized shares available for issuance, in its discretion. The Board from time to time may deem it to be in the best interests of the Company to enter into transactions and other ventures that may include the issuance of shares of our Common Stock. If the Board authorizes the issuance of additional shares subsequent to the Reverse Stock Split, the dilution to the ownership interest of our existing stockholders may be greater than would occur had the Reverse Stock Split not been effected.

Mechanics of the Reverse Stock Split

If the Reverse Stock Split is effected, beginning on the effective date of the Reverse Stock Split, each certificate representing pre-split shares will, until surrendered and exchanged as described below, for all corporate purposes, be deemed to represent, respectively, only the number of post-split shares.

Exchange of Stock Certificates

Shortly after the Reverse Stock Split becomes effective, stockholders will be notified and offered the opportunity at their own expense to surrender any current certificates they may hold to our stock transfer agent in exchange for the issuance of new certificates reflecting the Reverse Stock Split in accordance with the procedures to be set forth in a letter of transmittal to be sent by our stock transfer agent. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change from its current CUSIP number, 552941105. This new CUSIP number will appear on any new stock certificates issued representing post-split shares.

No Appraisal Rights

Under the Delaware General Corporation Law, stockholders are not entitled to appraisal rights with respect to the proposed Certificate of Amendment to effect the Reverse Stock Split.

Accounting Treatment of the Reverse Stock Split

If the Reverse Stock Split is effected, the par value per share of our Common Stock will remain unchanged at $0.0001. Accordingly, on the effective date of the Reverse Stock Split, the stated capital on our consolidated balance sheets attributable to our Common Stock will be reduced in proportion to the size of the Reverse Stock Split ratio, and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged. Per share net income or loss will be increased because there will be fewer shares of Common Stock outstanding. Any Common Stock held in treasury will be reduced in proportion to the Reverse Stock Split ratio. The Company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

United States Federal Income Tax Consequences of the Reverse Stock Split.

The following discussion is a summary of certain material U.S. federal income tax considerations of the Reverse Stock Split applicable to U.S. holders (as defined below). This discussion does not purport to be a complete analysis of all potential tax consequences that may be relevant to a U.S. holder. The effects of U.S. federal tax laws other than U.S. federal income tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. holder. We have not sought and do not intend to seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a position contrary to that discussed below regarding the tax consequences of the Reverse Stock Split.

This discussion is limited to U.S. holders that hold Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. holder’s particular circumstances, including the impact of the alternative minimum tax, the rules related to “qualified small business stock” within the meaning of Section 1202 of the Code or the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. holders subject to special rules, including, without limitation:

If an entity treated as a partnership for U.S. federal income tax purposes holds Common Stock, the tax treatment of a partner in the partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

The Reverse Stock Split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. holder of Common Stock generally should not recognize gain or loss upon the Reverse Stock Split. A U.S. holder’s aggregate tax basis in the shares of Common Stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis of the shares of the Common Stock surrendered, and such U.S. holder’s holding period in the shares Common Stock received should include the holding period in the shares of Common Stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of Common Stock surrendered to the shares of Common Stock received in a recapitalization pursuant to the Reverse Stock Split. U.S. holders of shares of Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

As noted above, we will not issue fractional shares in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled to receive fractional shares will be automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole post-split share. The U.S. federal income tax treatment of the receipt of such a fractional share in a Reverse Stock Split is not clear. It is possible that the receipt of such an additional fraction of a share of Common Stock may be treated as a distribution taxable as a dividend or as an amount received in exchange for Common Stock. We intend to treat the issuance of such an additional fraction of a share of Common Stock in the Reverse Stock Split as a non-recognition event, but there can be no assurance that the Internal Revenue Service or a court would not successfully assert otherwise.

SERIES C FINANCING

Our Common Stock is currently listed on the Nasdaq Capital Market and, as such, we are subject to Nasdaq Marketplace Rules. Nasdaq Marketplace Rule 5635(d) (“Rule 5635(d)”) requires us to obtain stockholder approval prior to the issuance of our Common Stock in connection with certain non-public offerings involving the sale, issuance or potential issuance by the Company of Common Stock (and/or securities convertible into or exercisable for Common Stock) equal to 20% or more of the Common Stock outstanding before the issuance. Shares of our Common Stock issuable upon the exercise or conversion of warrants, options, debt instruments or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum of six months and have an exercise price that exceeds market value.

The Company intends to raise additional capital to implement its business strategy and enhance its overall capitalization through the sale of preferred stock convertible into common stock and to enter into a new financing transaction with one or more accredited investors pursuant to which it will issue shares of a new series of its preferred stock (the “Series C Preferred Shares”). The Series C Preferred Shares will be convertible into Common Stock. As the Common Stock issuable upon conversion of the Series C Preferred Shares may be issued at a market price below the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d), and the number of such shares of Common Stock may be more than 20% of our Common Stock outstanding before the issuance of the Series C Preferred Shares, a stockholder approval is required.

We asked for stockholder approval for the issuance of in excess of 20% of the Company’s Common Stock at a price less than the “Minimum Price” upon the conversion of Series C preferred Shares in advance in order to ensure that we will be able to successfully obtain funding through a private placement of our securities in light of current market conditions. We believe that with this approval we will be able to more quickly complete the transaction and obtain the capital necessary to fund our business.

The terms of such financing transaction have not been finalized yet, but will be subject to the following limitations, which were approved by the Board and the Consenting Stockholders:

No director or executive officer has any substantial interest, direct or indirect, by security holdings or otherwise, in the Series C Financing that is not shared by all of our other stockholders.

Effects of the Series C Financing on Existing Stockholders

Dilution. The issuance of shares of our Common Stock upon conversion of the Series C Preferred Shares will dilute, and thereby reduce, each existing stockholder’s proportionate ownership interest in our Common Stock. Stockholders do not have preemptive rights to subscribe to additional shares that may be issued by the Company in order to maintain their proportionate ownership of the Common Stock. If all 1,000,000 Series C Preferred Shares are issued and subsequently converted at the floor price, up to 74,074,074 shares of Common Stock would be issued. Based on the number of shares of Common Stock outstanding as of the Record Date, these shares would represent approximately 30.6% of the shares of Common Stock outstanding after such issuance.

Voting Power. The Series C Preferred Shares are designated as non-voting preferred stock and, accordingly, holders of Series C Preferred Shares will not have voting rights with respect to their preferred shares prior to conversion. However, upon conversion of the Series C Preferred Shares into Common Stock, the holders of such converted shares will have voting rights equal to one vote per share of Common Stock, the same as all other holders of Common Stock. The issuance of additional shares of Common Stock upon conversion could therefore dilute the voting power of existing stockholders. If a significant number of Series C Preferred Shares are converted and held by one or a small number of investors, this could result in a concentration of voting power.

Potential Anti-Takeover Effects. The issuance of shares of Common Stock in connection with the Series C Financing could have an anti-takeover effect. Such issuance could dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest, or an extraordinary corporate transaction opposed by the Company. The Board has no current intention to use the Series C Financing as an anti-takeover measure, and this action is being taken solely to raise capital for the Company’s operations and business objectives.

Use of Proceeds. The net proceeds from the Series C Financing are expected to be used for general corporate purposes and working capital needs. The Company currently has no specific allocations for the proceeds beyond general operations.

As a result of the Majority Stockholders’ approval of the Series C Financing, on the date which is 20 calendar days after the date on which this Information Statement is mailed to our stockholders, we will comply with Nasdaq Listing Rule 5635(c), as the Majority Stockholders’ approval will then constitute stockholder approval for the Company to effect the Series C Financing.

For the avoidance of doubt, this Information Statement and the approval by the Majority Stockholders, as required under Nasdaq Listing Rule 5635(c), are for the issuance of up to 1,000,000 Series C Preferred Shares only. If the Company will want to issue additional Series C Preferred Shares, and such issuance will require an approval of its stockholders under Nasdaq Listing Rule 5635(c), this Information Statement and the Consenting Stockholders’ approval will not constitute any approval to the issuance of such additional Series C Preferred Shares and the Company will be required to obtain additional approval from the Consenting Stockholders and file a new information statement.

FARKAS EMPLOYMENT AGREEMENT EQUITY ISSUANCE

Background

On May 1, 2026 the related party committee of the board of directors approved a CEO and/or Executive Chairman Employment Agreement with Michael D. Farkas, the Company’s founder and current Executive Chairman and Chief Executive Officer, pursuant to which the Company may issue shares of its common stock, par value $0.0001 per share (the “Common Stock”), including restricted common stock and other equity awards, to Mr. Farkas. This Information Statement is being furnished to notify stockholders that the Majority Stockholder has approved the issuance of such shares and equity awards to Mr. Farkas under the Farkas Employment Agreement by written consent to the extent required by Nasdaq Listing Rule 5635(c) and the applicable federal proxy disclosure rules (the “Farkas Employment Agreement Equity Issuance”). No vote or other action of the Company’s stockholders is being solicited in connection with this Information Statement.

Nasdaq Stockholder Approval Requirement and Majority Stockholder Approval

Nasdaq Listing Rule 5635(c) requires stockholder approval for certain equity compensation arrangements pursuant to which stock may be acquired by officers, directors, employees or consultants. Because Mr. Farkas is the Company’s Executive Chairman and Chief Executive Officer and will receive the equity compensation described below under the Employment Agreement, the Majority Stockholder has approved the Farkas Employment Agreement Equity Issuance by written consent for purposes of Nasdaq Listing Rule 5635(c). This Information Statement is being furnished solely to provide notice of such approval, and the Company is not soliciting proxies or consents from stockholders. This approval is limited to the shares of Common Stock and equity awards issuable to Mr. Farkas pursuant to the Employment Agreement and does not constitute approval of any other issuance of securities.

Material Terms of the Equity Issuance

Pursuant to the Employment Agreement, the potential issuances consist of the following terms:

(a) Each year, Farkas will receive Two Million Dollars ($2,000,000) worth of the Company’s common stock (the “Salary Equity”). The Salary Equity shall be issued quarterly subject to shareholder approval or the then in effect Company Incentive Plan. The Salary Equity shall vest on the issuance date.

(i) Upon the Company achieving $120,000,000 in annual revenues, the Salary Equity will be adjusted to $3,600,000 annually to be issued in equal quarterly installments;

(ii) Upon the Company achieving $250,000,000 in annual revenues, the Salary Equity will be adjusted to $5,400,000 annually to be issued in equal quarterly installments;

(iii) Upon the Company achieving $500,000,000 in annual revenues the Salary Equity will be adjusted to $7,200,000 annually to be issued in equal quarterly installments; and

(iv) Upon the Company achieving $1,000,000,000 in annual revenues, the Salary Equity will be adjusted to $10,000,000 annually to be issued in equal quarterly installments.

(v) Notwithstanding anything to the contrary above, if the Company does not achieve a market cap of $200,000,000 for a period of thirty (30) consecutive calendar days on or before the first anniversary of this Agreement the Salary Equity shall be reduced by 30%. However, upon the Company achieving a market cap of $200,000,000 for a period of thirty (30) consecutive calendar days the Salary Equity shall be reinstated to the previous amount.

(b) Based on meeting the KPIs according to Section 2(d), Farkas will be entitled to receive an annual equity award with an aggregate award of up to 100% of the Equity Salary (the “Equity Performance Award”). The Equity Performance Award shall be in the form of shares of the Company’s Restricted Common Stock (RCSs). The Equity Performance Award shall be issued quarterly subject to the terms of the applicable RCS Award Agreement and Incentive Plan. The RCSs shall vest one-third on the date of issuance, one third on the first anniversary, and one third on the second anniversary.

(c) Market Capitalization Based Bonus. (i) Upon the Company achieving a $500,000,000 market capitalization Farkas shall receive an issuance equal to 10% of the then issued and outstanding shares of the Company’s common stock. (ii) Upon the Company achieving $1,000,000,000 market capitalization Farkas shall receive an issuance equal to 10% of the then issued and outstanding shares of the Company’s common stock. (iii) Upon the Company achieving $2,000,000,000 market capitalization Farkas shall receive an issuance equal to 10% of the then issued and outstanding shares of the Company’s common stock. (iv) Upon the Company achieving $4,000,000,000 market capitalization Farkas shall receive an issuance equal to 10% of the then issued and outstanding shares of the Company’s common stock. (v) Upon the Company achieving $8,000,000,000 market capitalization Farkas shall receive an issuance equal to 10% of the then issued and outstanding shares of the Company’s common stock.

(d) Signing Bonus. Upon execution of the Farkas Employment Agreement, Farkas will be entitled to a signing bonus in an amount equal to one and one-half (1.5) years of Base Salary, Salary Equity, Annual Performance Bonus (100%) and Equity Performance Award (100%). The Signing Bonus shall be paid in the form of restricted common stock of the Company.

(e) No issuances shall be made under the Farkas Employment Agreement unless such issuances are made under an approved equity incentive plan or such issuances under the agreement have been approved by the shareholders of the Company.

Number of Shares and Effect on Stockholders

The exact number of shares of Common Stock that may be issued pursuant to the Farkas Employment Agreement Equity Issuance cannot be determined at the time of this Information Statement because certain issuances are based on dollar amounts to be issued in equity at future issuance dates, and certain market capitalization-based bonus issuances are based on a percentage of the Company’s then issued and outstanding shares of Common Stock at the time the applicable threshold is achieved. Any shares of Common Stock issued pursuant to the Farkas Employment Agreement Equity Issuance will dilute the ownership and voting interests of the Company’s existing stockholders.

Approval by Majority Stockholder Written Consent

On May 1, 2026 the related party committee of the board approved the Farkas Employment Agreement, and on July 31, 2026 the Majority Stockholder approved the Farkas Employment Agreement Equity Issuance by written consent. Accordingly, as a result of the Majority Stockholders’ approval of the Farkas Employment Agreement Equity Issuance, on the date which is 20 calendar days after the date on which this Information Statement is mailed to our stockholders, we will comply with Nasdaq Listing Rule 5635(c), as the Majority Stockholders’ approval will then constitute stockholder approval for the Company to effect the Farkas Employment Agreement Equity Issuance.

ANNEX A

AMENDMENT NO. 4

TO

NEXTNRG, INC. 2023 EQUITY INCENTIVE PLAN, AS AMENDED

4. Shares Subject to the 2023 Plan.

4.1 Subject to adjustment in accordance with Section 14 (Adjustments Upon Changes in Stock), no more than 54,250,000 shares of Common Stock shall be available for the grant of Awards under the 2023 Plan (the “Total Share Reserve”). During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

4.3 Subject to adjustment in accordance with Section 14, no more than 54,250,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (the “ISO Limit”).

ANNEX B

CEO AND/OR EXECUTIVE CHAIRMAN EMPLOYMENT AGREEMENT

THIS CEO AND/OR EXECUTIVE CHAIRMAN EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered on this 28^th day of July, 2026 (“Effective Date”), between NextNRG, Inc., a Delaware corporation, (the “Company”), whose principal place of business is 407 Lincoln Road, Ste 9F, Miami Beach, Florida 33139, and Michael D. Farkas an individual (the “Farkas”). Farkas and the Company may hereinafter be referred individually as a “Party” and collectively as the “Parties.”

RECITALS

Farkas is the founder of the Company and its current Executive Chairman/Chief Executive Officer (“CEO”) and the Company wishes to extend this offer of continued employment to Farkas to extend his tenure as the Company’s Executive Chairman and CEO.

NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and Farkas hereby agree as follows:

If to the Company:

NextNRG, Inc.

Attn: Legal

407 Lincoln Road, Ste 9F

Miami Beach, Florida 33139

Email: YBaron@NextNRG.com

If to Farkas, to the address for Farkas as set forth in the records of the Company.

- SIGNATURE PAGE TO FOLLOW –

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

EXHIBIT “A”