Material Agreement (Form 8-K)

Item 1.01 Entry into Material Definitive Agreement

On September 8, 2025, NextNRG, Inc. (the "Company") entered into securities purchase agreement (the "Purchase Agreement"), with an accredited investor (the "Investor"). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase (i) senior secured convertible notes of the Company, in the aggregate original principal amount of up to $11,800,000 (the "Notes"), which are convertible into shares of common stock, par value $0.0001 per share, of the Company ("Common Stock"), and (ii) warrants to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $5.00 (the "Warrants). On the same date, the Company and the Investor also entered into a registration rights agreement (the "Registration Rights Agreement") and a security agreement (the "Security Agreement"). In connection with the transaction contemplated in the Purchase Agreement, the Company also agreed to issue to another accredited investor, who is a consultant of the Investor, due diligence notes, in the aggregate original principal amount of up to $1,180,000 (the "Due Diligence Notes") and due diligence warrants to purchase up to 300,000 shares of Common Stock, subject to adjustment as provided in the due diligence warrants (the "Due Diligence Warrants"). The Due Diligence Notes and the Due Diligence Warrants include the same terms as the Notes and the Warrants, respectively, and the below description of the Notes and the Warrants applies to the Due Diligence Notes and the Due Diligence Warrants as well.

On September 8, 2025, the Company issued Notes in the aggregate principal amount of $2,950,000, Warrants to purchase up to 750,000 shares of Common Stock, Due Diligence Notes in the aggregate principal amount of $295,000 and Due Diligence Warrants to purchase up to 75,000 shares of Common Stock (the "Initial Closing").The Company received $2,500,000 gross proceeds at the Initial Closing, which reflects an original issue discount of 18% on the Notes. Pursuant to the Purchase Agreement, from Initial Closing and for 5 years thereafter, the Investor shall have the right to purchase additional Notes and Warrants from the Company. At such additional one or more closings, the Company may issue and sell up to an additional $8,850,000 aggregate principal amount of Notes and additional Warrants to purchase up to 2,250,000 shares of Common Stock subject to the terms and conditions set forth in the Purchase Agreement. If such one or more additional closing occurs, then at any of such additional closing the Company will also issue Due Diligence Notes and Due Diligence Warrants in an amount equal to 10% to the amount of the Nots and the Warrants being issued at such additional closing, respectively.

The Purchase Agreements contain customary representations, warranties and covenants by the Company and the Investor. Pursuant to the Purchase Agreement, the Company agreed that as long as any amount remains outstanding on the Notes, neither the Company nor any Subsidiary, as defined in the Purchase Agreement, shall issue any shares of Common Stock, preferred stock, or equity of the Company or any Subsidiary at a price or effective price that is less than the highest price per share of the securities issued or issuable pursuant to the Purchase Agreement. The Company also agreed that until such time as the Securities, as defined in the Purchase Agreement, are no longer outstanding, the Company will not, without the consent of the Investor, enter into any Equity Line of Credit, as defined in the Purchase Agreement, or similar agreement, issue or agree to issue floating or Variable Priced Equity Linked Instruments, as defined in the Purchase Agreement. The Company also granted the Investor a right to participate in future financings of the Company for a period of 12 months from the Initial Closing, for up to 50% of such future financings. Under the Purchase Agreement, the Notes, Due Diligence Notes, Warrants and the Due Diligence Warrants, the Company will not issue shares of Common Stock in excess of 19.9% of the issued and outstanding shares of Common Stock, and the Company agreed to hold a special meeting of shareholders, if needed, in order to approve such issuance.

No interest shall accrue on the Notes prior to an Event of Default or prior to Maturity Date of the Notes. Commencing on the Maturity Date and also five (5) days after the occurrence of any Event of Default interest on the Notes shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law.

The Notes are convertible at the option of the Investor into shares of Common Stock at a conversion rate equal to (i) of the sum of the principal and interest, if any, of the Notes or any applicable unpaid amounts divided by (ii) the applicable conversion price (the "Conversion Price"). The initial Conversion Price is equal to the Nasdaq Minimum Price at the Initial Closing, subject to adjustment as provided in the Notes, including without limitation, in the event of any subsequent dilutive issuance at a price lower than the Conversion Price then in effect. Notwithstanding the foregoing, in no event shall the Conversion Price be below the Floor Price, as defined in the Notes.