UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On August 8, 2025, NextNRG Inc., a Delaware corporation (the “Company”), entered into an Advisory Agreement (the “Agreement”) with Buckingham Consultants, LLC and Michael Weisz (together, the “Advisor”), pursuant to which the Advisor will serve as a member of the Company’s Advisory Board and provide strategic advisory and business development services. The Agreement has an initial one-year term and will automatically renew for additional one-year periods unless terminated by either party as provided therein.
Pursuant to the Agreement, the Advisor will receive the following compensation:
| ● | Equity Compensation: 1,250,000 shares of the Company’s common stock under the Company’s equity plan, vesting as follows: 416,667 shares immediately upon execution, 416,666 shares on the six-month anniversary, and 416,666 shares on the 12-month anniversary of the Agreement. | |
| ● | Monthly Cash Fee: $10,000 per month, commencing on the earlier of (i) 90 days after execution of the Agreement or (ii) the completion by the Company of a capital raise of at least $25 million. | |
| ● | Performance-Based Bonus: For each qualifying project resulting from the Advisor’s efforts, the Advisor will receive (i) cash compensation equal to 1% of the net revenue from the project, payable upon receipt of the first customer payment, and (ii) additional equity awards under the Company’s equity plan equal in value to 1% of such net revenue, granted upon execution of a binding project contract and vesting upon project commencement. There is no cap on bonus compensation, and the Advisor will remain entitled to bonuses for qualifying projects initiated before termination. |
The Agreement contains customary provisions regarding reimbursement of pre-approved expenses, confidentiality, indemnification, and other standard terms.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Advisory Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NextNRG, Inc. | ||
| Date August 13, 2025 | By: | /s/ Michael Farkas |
| Name: | Michael Farkas | |
| Title: | Chief Executive Officer | |