NextNRG, Inc. Announces Material Agreements That May Impact Shareholders

Key Developments: Stock Purchase and Future Receivables Sale Agreements

NextNRG, Inc. (Nasdaq: NXXT), formerly known as EzFill Holdings Inc., has announced the execution of two significant agreements that could have a material impact on the company’s financial position and future prospects.

1. Stock Purchase Agreement (SPA) with Cheetah Capital Inc.

• On March 11, 2026, NextNRG, Inc. entered into a Stock Purchase Agreement with Cheetah Capital Inc., a Florida corporation.
• Deal Terms: The Buyer (Cheetah Capital) will purchase 3,181,818 shares of NextNRG common stock at a price of \$0.55 per share.
• Purchase Price: Instead of a cash payment, the purchase price is being satisfied by Cheetah Capital absolving NextNRG of \$1,750,000 in liabilities owed to Cheetah Capital under a promissory note dated July 15, 2025. This means NextNRG has effectively converted debt into equity.
• Price Sensitivity: The issuance of a large block of shares at a set price, especially in exchange for debt, may be viewed as dilutive by existing shareholders. Such dilution could impact the stock price depending on market reaction.
• Other Notables: The Buyer is required to be an “accredited investor” and the shares are issued under a registration exemption. Shares are subject to transfer restrictions but may be sold under Rule 144 or Regulation S after meeting requirements. There is also a restriction that the Buyer cannot sell more than 10% of the average daily volume of shares in any given trading day.
• Corporate Authorization: The agreement was authorized by the Board of Directors and signed by Chief Executive Officer Michael D. Farkas.

2. Future Receivables Sale and Purchase Agreement

• On March 9, 2026, NextNRG entered into a Future Receivables Sale and Purchase Agreement with a third-party funder (“Purchaser”).
• Deal Structure: NextNRG sold the rights to 6.87% of its future receipts (revenues from goods and services) until a total of \$2,772,000 is delivered to the Purchaser.
• Immediate Funding: In exchange, the Purchaser provided \$2,100,000 in funding to NextNRG, less \$105,035 in fees, resulting in net proceeds of \$1,994,965.
• Repayment Terms: NextNRG will make fixed daily payments, which are a good faith estimate of the 6.87% revenue share, subject to reconciliation if receipts are higher or lower than estimated. The biweekly installment is \$231,000, paid via ACH.
• Personal Guarantee: Michael D. Farkas, CEO and majority shareholder, has personally guaranteed the company’s obligations under this agreement.
• Prepayment: If NextNRG pays off the obligation early, it may still be responsible for up to \$777,035 in finance charges. However, there are no additional fees for early payoff beyond this amount.
• Risk Disclosure: This transaction provides substantial liquidity but at a high implied cost of capital (the difference between the \$2.1 million advanced and the \$2.77 million to be repaid). This cost, combined with the pledge of future revenue, may indicate current liquidity pressures.

3. Termination of Material Definitive Agreement

• In connection with the SPA, the promissory note in the amount of \$1,750,000 was terminated and all obligations thereunder were satisfied. This eliminates a significant liability from the balance sheet.

What Investors & Shareholders Need to Know

• Potential Share Price Impact: Both agreements are highly material. The conversion of debt into equity and the large volume of new shares could be dilutive, potentially exerting downward pressure on the share price.
• Liquidity Influx (but at a Cost): The receivables sale provides immediate liquidity but at a steep cost, which may be interpreted as a sign of financial distress or urgent need for cash.
• Personal Guarantee by CEO: The CEO’s personal guarantee underscores the seriousness of the company’s capital needs, but also signifies management’s commitment to meeting obligations.
• Revenue-Linked Repayment: A portion of the company’s future revenue is now pledged to the funder, which may impact future cash flows and operational flexibility.
• Regulatory & Transfer Restrictions: The new shares are restricted securities and subject to transfer limitations, which may limit immediate market sales by the investor.

Conclusion

These transactions reflect significant financial maneuvering by NextNRG, Inc. The company is addressing debt and boosting liquidity but at the cost of share dilution and high-interest alternative financing. Investors should closely monitor subsequent disclosures, the company’s cash flow, and any impact on the share price as these developments unfold. The market’s reaction will likely depend on perceptions of the company’s ongoing viability and future growth prospects.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The details herein are based on public filings and may be subject to change or interpretation. The author assumes no responsibility for errors or omissions.

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