10-K/A: NextNRG Files Amendment to Annual Report

NextNRG, Inc. files Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2025, to correct and clarify various disclosures.

Summary

• This filing is an amendment (Amendment No. 1) to NextNRG, Inc.'s previously filed Form 10-K for the fiscal year ended December 31, 2025.
• The amendment addresses several points including removing disclosure of a fuel supplier as a stockholder, clarifying office location, updating a legal matter status, and correcting immaterial rounding errors in financial statements.
• It also clarifies that Avishai Vaknin is no longer an executive officer and updates compensation data for Yehuda Levy.
• The company is seeking to regain compliance with Nasdaq's minimum bid price requirement.
• The company continues to face substantial doubt about its ability to continue as a going concern due to net losses and insufficient operating revenue.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the company's ongoing financial struggles, going concern issues, and Nasdaq non-compliance, despite some operational updates.

Positives

• The company has updated its financial statements to reflect corrections for certain immaterial rounding errors.
• The company has clarified its office space location.
• The company has updated the status of a legal matter, indicating oral arguments were held on April 9, 2026.

Negatives

• The company's auditors included an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern.
• The company has a working capital deficit of $25,115,995 as of December 31, 2025.
• The company has incurred significant losses and may not be able to achieve or maintain profitability.
• The company is not in compliance with Nasdaq's minimum bid price requirement and has 180 days to regain compliance.
• The company's net loss for the year ended December 31, 2025, was $85,738,617 (attributable to NextNRG, Inc. stockholders).

Risks

• The company requires substantial additional capital to support operations and growth plans, and such capital may not be available on acceptable terms.
• Uncertain geopolitical conditions and trade policies could adversely affect results of operations.
• Operating and litigation risks may not be covered by insurance.
• Changes in climate change laws, regulations, and federal energy policy could negatively impact operations.
• The reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect growth prospects.
• Cybersecurity threats could disrupt operations and expose the company to liability.
• High fuel prices can lead to customer conservation and attrition, resulting in reduced demand.
• The decline of the retail fuel market may impact the potential to get new customers.
• Competition in the fuel delivery industry may negatively impact operations.
• The company's trucks transport hazardous flammable fuel, which may cause environmental damage and liability.
• The company's cash flow and net income may decrease if forced to comply with new governmental regulations surrounding fuel transportation.
• Current dependence on only a few fuel suppliers increases the risk of an interruption in fuel supply.
• Profitability is subject to fuel pricing and inventory risk.
• Loss of a major customer could result in a decrease in future sales and earnings.
• The company operates in an industry that is often subject to very strict laws, regulations and oversight.
• The company's renewable energy business has a very limited operating history, making it difficult to evaluate its business and prospects.
• The market for the company's platform and services may not be as large as believed.
• The company has limited experience with pricing products and services, which may impact financial results.
• The company is in a highly competitive EV charging services industry and may not be able to compete with larger, better-resourced competitors.
• Revenue growth ultimately depends on consumer willingness to adopt EVs with wireless charging capabilities.
• The company's stock price is expected to fluctuate significantly.
• A significant percentage of the company's common stock is held by a small number of shareholders, allowing them to influence outcomes.
• The company's Amended and Restated Certificate of Incorporation includes an exclusive forum provision that could limit stockholders' ability to obtain a favorable judicial forum.
• The company has never paid dividends and does not anticipate paying them in the foreseeable future.
• Failure to comply with Nasdaq's continued listing requirements could result in delisting.

Future Outlook

The company anticipates needing significant additional capital by April 30, 2026, to continue operations, and may be required to curtail or cease operations if such funding is not obtained. The company expects to continue generating operating losses and using cash in operations through the foreseeable future.

Management Comments

• The company has made no substantive changes to the Original Filing other than those noted above.
• The company's business plan has been developed, in part, with the expectation that federal and state incentive programs would support the deployment of EV charging infrastructure and distributed energy systems.
• The company believes the market for its values-aligned platform is substantial, but it is still relatively new, and it is uncertain to what extent or how widespread market acceptance of our platform will be.

Industry Context

StockSavvy.ai notes that NextNRG operates in the evolving energy sector, focusing on mobile fuel delivery and renewable energy solutions like EV charging and microgrids. The company's financial performance and future prospects are significantly influenced by regulatory changes, technological advancements in EVs, and consumer adoption of clean energy technologies.

Management Changes

Legal Proceedings

• NEXT/INGLE HOLDINGS, LLC, and NEXT NRG OPS, LLC v. GSPP HOLDCO III, LLC, and GREEN STREET POWER PARTNERS, LLC: Allegations of misrepresentation and non-disclosure in the purchase of a solar and battery energy storage project, seeking damages of approximately $4.1 million.
• COHEN GLOBAL ENERGY LLC v. NEXT/INGLE HOLDINGS LLC, and MICHAEL D. FARKAS: Claims for breach of a promissory note and guaranty, with Next/Ingle asserting the loan may be invalid due to alleged criminal usury.

Related Party Transactions

• Michael Farkas, CEO and Executive Chairman, holds a significant ownership stake and has provided debt-based funding for operations.
• The company has entered into consulting and services agreements with affiliates of board members and former officers.
• The company has issued common stock and Series A and B convertible preferred stock in various transactions involving related parties.

Stakeholder Impact

• Shareholders may experience dilution due to future equity financings.
• The company's ability to continue as a going concern raises concerns for all stakeholders.
• The potential delisting from Nasdaq could negatively impact liquidity and investor confidence.

Next Steps

• Regain compliance with Nasdaq's minimum bid price requirement within 180 days.
• Secure additional capital to fund operations beyond April 30, 2026.
• Continue to develop and deploy EV charging technology and microgrid solutions.
• Expand the fleet of fuel delivery trucks and national footprint.
• Address ongoing legal proceedings.

Key Dates

Recommendation

The company's severe financial distress, including a going concern warning, significant net losses, a working capital deficit, and non-compliance with Nasdaq listing rules, indicates a high risk for investors. Despite operational updates, the fundamental financial instability and need for immediate capital raise suggest a sell recommendation.

Keywords

NextNRG, SEC Filing, 10-K/A, Amendment, Financial Statements, Going Concern, Nasdaq Compliance, EV Charging, Mobile Fuel Delivery, Energy Infrastructure