NextNRG CEO Controls 61% Stake After Major Share Acquisition

[SCHEDULE 13D/A] NextNRG, Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Michael D. Farkas has filed an amended Schedule 13D (Amendment No. 4) disclosing a significant 61.276% ownership stake in NextNRG, representing 74,232,561 shares of common stock. This position includes:

61,150,968 shares held directly (including 42,372,880 shares subject to vesting and forfeiture)
154,827 shares held by SIF Energy LLC
26,578 shares held by Balance Labs
12,900,188 shares held by Inductive Holdings LLC
719,424 potential shares from convertible Series B Preferred Stock

The filing details multiple share acquisitions, including 60,167,275 shares received by Farkas and 12,900,188 shares received by Inductive Holdings through an Exchange Agreement. Farkas serves as CEO and Executive Chairman of NextNRG and maintains voting and dispositive power over shares held by SIF Energy, Balance Labs, and Inductive Holdings. A recent bona fide gift transaction was reported on June 20, 2025.

Positive

CEO Michael Farkas maintains significant ownership with 74.2M shares representing 61.3% of outstanding shares, indicating strong insider alignment with shareholders
The substantial insider position includes 42.4M shares from the Exchange Agreement with Next Charging LLC, suggesting strategic business combination/expansion

Negative

Large portion of CEO's shares (42.4M) are subject to vesting and potential forfeiture conditions, creating uncertainty around long-term ownership stability
High concentration of ownership (61.3%) in single insider could limit stock liquidity and increase volatility

06/23/2025 - 05:22 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

NextNRG, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

652941105

(CUSIP Number)

Michael D. Farkas
407 Lincoln Road, Suite 9F,
Miami Beach, FL, 33139
(305) 907-7600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

652941105

Name of reporting person

Michael D. Farkas

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 74,232,561.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 74,232,561.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

74,232,561.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

61.276 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Includes (i) 61,150,968 shares of Common Stock held directly (including, without limitation, 42,372,880 Shares subject to vesting and forfeiture as provided for in the Exchange Agreement (as defined below)), (ii) 154,827 shares of Common Stock held by SIF Energy LLC, (iii) 26,578 shares of Common Stock held by Balance Labs, Inc., (iv) 12,900,188 shares of Common Stock held by Inductive Holdings LLC, and (v) 719,424 shares of Common Stock which may be issued upon the conversion of 140,000 shares of Series B Preferred Stock held directly, each with a stated value of $10.00 per share, at 70% of $2.78 (the minimum price on the date of issuance). Based upon 121,144,102 Shares issued and outstanding as of June 20, 2025, as disclosed in that certain Prospectus Supplement filed pursuant to Rule 424(b)(5) of the Issuer filed with the U.S. Securities and Exchange Commission ("SEC") on June 20, 2025. The Reporting Person has voting and dispositive power over the Common Stock held by SIF Energy LLC, Balance Labs, Inc. and Inductive Holdings LLC.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, $0.0001 par value

(b)

Name of Issuer:

NextNRG, Inc.

(c)

Address of Issuer's Principal Executive Offices:

67 NW 183RD ST, MIAMI, FLORIDA , 33169.

Item 1 Comment:

The class of equity securities to which this Amendment No. 4 (this "Amendment") to that certain Schedule 13D filed with the SEC as of September 24, 2021 ("Schedule 13D", and together with Amendment No. 1 to Schedule 13D filed with the SEC on June 10, 2024, Amendment No. 2 to Schedule 13D filed with the SEC on August 29, 2024, Amendment No. 3 to Schedule 13D filed with the SEC on February 19, 2025,and this Amendment, collectively, the "Amended Schedule 13D") relates is the shares of common stock, $0.0001 par value per share (the "Shares") of NextNRG, Inc., a Delaware corporation (the "Issuer"), which has its principal executive office at 67 NW 183rd Street, Miami, Florida 33169. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Amendment amends the Amended Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background

(a)

This Amendment is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") by Michael D. Farkas (the "Reporting Person").

(b)

The business address of the Reporting Person is 407 Lincoln Road, Suite 9F, Miami Beach, Florida 33139.

(c)

The Reporting Person is the President of the Farkas Group, Inc., the Manager of SIF Energy LLC, the Chief Executive Officer and member of the board of directors of Balance Labs, Inc., and the founder, and the Chief Executive Officer and Executive Chairman of the Issuer.

(d)

N/A

(e)

N/A

(f)

United States

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Person engaged in certain transactions in respect of the Shares of the Issuer as disclosed in those certain statements of changes in beneficial ownership on Form 4 as filed with the SEC on March 26, 2025, March 31, 2025, April 17, 2025 and June 20, 2025. Further, the Reporting Person received 245,689 Shares as payment for commitment fees pursuant to certain promissory notes issued by the Issuer to NextNRG Holding Corp. dated as of May 20, 2024, May 28, 2024, June 2, 2024, June 10, 2024, June 28, 2024, July 5, 2024, July 10, 2024, July 22, 2024, August 6, 2024 and August 14, 2024 in the aggregate principal amount of $1,400,000. Finally, the Reporting Person received 60,167,275 Shares and Inductive Holdings LLC received 12,900,188 Shares pursuant to the Second Amended and Restated Exchange Agreement dated June 11, 2024, as amended on July 22, 2024 and on September 25, 2024 (the "Exchange Agreement") entered into among the Issuer, the members of Next Charging LLC (the "Members") and the Reporting Person, as the representative of the Members.

Item 4.

Purpose of Transaction

The Reporting Person from time to time intends to review his investments in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time. If the Reporting Person believes that further investment in the Issuer is attractive, whether because of the market price of the Shares or otherwise, he may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Person may determine to dispose of some or all of the Shares currently owned by the Reporting Person or otherwise acquired by the Reporting Person either in the open market or in privately negotiated transactions. Except as set forth in the Amended Schedule 13D, the Reporting Person has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer's capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer's securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)

The following disclosure is based upon 121,144,102 Shares issued and outstanding as of June 20, 2025, as disclosed in that certain Prospectus Supplement filed pursuant to Rule 424(b)(5) of the Issuer filed with the U.S. Securities and Exchange Commission ("SEC") on June 20, 2025. As of the date of this Amendment, the Reporting Person may be deemed to be the beneficial owner of 74,232,561 Shares, which constitutes 61.276% of the issued and outstanding Shares.

(b)

As of the date of this Amendment, the Reporting Person may be deemed to be the beneficial owner of 74,232,516 Shares, which includes 42,372,880 Shares subject to vesting and forfeiture as provided for in the Exchange Agreement.

(c)

As disclosed in that certain statement of changes in beneficial ownership on Form 4 filed with the SEC on June 20, 2025, the Reporting Person engaged in a certain bona fide gift transaction on June 20, 2025.

(d)

N/A

(e)

N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The Reporting Person received 60,167,275 Shares and Inductive Holdings LLC received 12,900,188 Shares pursuant to the Exchange Agreement entered into among the Issuer, the Members and the Reporting Person, as the representative of the Members.

Item 7.

Material to be Filed as Exhibits.

N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael D. Farkas

Signature:	/s/ Michael D. Farkas
Name/Title:	Michael D. Farkas
Date:	06/23/2025

Source:

FAQ

How many shares of NXXT does Michael Farkas beneficially own as of June 2025?

Michael Farkas beneficially owns 74,232,561 shares of NXXT common stock, representing approximately 61.276% of the company's outstanding shares as of June 20, 2025. This includes 42,372,880 shares subject to vesting and forfeiture conditions.

What is the breakdown of Michael Farkas's NXXT share ownership?

Farkas's 74,232,561 shares include: (i) 61,150,968 shares held directly, (ii) 154,827 shares held by SIF Energy LLC, (iii) 26,578 shares held by Balance Labs Inc., (iv) 12,900,188 shares held by Inductive Holdings LLC, and (v) 719,424 potential shares from convertible Series B Preferred Stock.

What positions does Michael Farkas hold at NXXT?

Michael Farkas serves as the founder, Chief Executive Officer and Executive Chairman of NextNRG, Inc. He is also the President of the Farkas Group, Inc., Manager of SIF Energy LLC, and Chief Executive Officer and board member of Balance Labs, Inc.

What recent transactions has Michael Farkas conducted with NXXT shares?

Farkas received 245,689 shares as payment for commitment fees related to promissory notes totaling $1.4 million. Additionally, through the Exchange Agreement, he received 60,167,275 shares personally and 12,900,188 shares through Inductive Holdings LLC. He also engaged in a bona fide gift transaction on June 20, 2025.

What percentage of NXXT's outstanding shares does Michael Farkas control?

Based on 121,144,102 shares outstanding as of June 20, 2025, Michael Farkas controls 61.276% of NXXT's outstanding shares through direct ownership and various affiliated entities, making him the majority shareholder.

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[SCHEDULE 13D/A] NextNRG, Inc. SEC Filing

FAQ

How many shares of NXXT does Michael Farkas beneficially own as of June 2025?

What is the breakdown of Michael Farkas's NXXT share ownership?

What positions does Michael Farkas hold at NXXT?

What recent transactions has Michael Farkas conducted with NXXT shares?

What percentage of NXXT's outstanding shares does Michael Farkas control?

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[SCHEDULE 13D/A] NextNRG, Inc. SEC Filing

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How many shares of NXXT does Michael Farkas beneficially own as of June 2025?

What is the breakdown of Michael Farkas's NXXT share ownership?

What positions does Michael Farkas hold at NXXT?

What recent transactions has Michael Farkas conducted with NXXT shares?

What percentage of NXXT's outstanding shares does Michael Farkas control?

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