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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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NextNRG, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
652941105 (CUSIP Number) |
Michael D. Farkas 407 Lincoln Road,, Suite 9F Miami Beach, FL, 33139 (305) 907-7600 Laura Anthony, Esq. Anthony, Linder and Cacomanolis PLLC, 1700 Palm Beach Lakes Blvd., Suite 820 West Palm Beach, FL, 33401 (561) 514-0936 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2025 (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 §§ 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
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| CUSIP No. | 652941105 |
| 1 |
Name of reporting person
Michael D. Farkas | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
77,919,613.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
69.779 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes (i) 64,118,596 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 111,665,652 Shares issued and outstanding as of February 19, 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
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (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. 3 (this "Amendment") to that certain Schedule 13D filed with the U.S. Securities and Exchange Commission ("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, 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., the founder, and the Chief Executive Officer and Executive Chairman of the Issuer. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
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.
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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The following disclosure is based upon 111,665,652 Shares issued and outstanding as of February 19, 2025. | |
| (b) | As of the date of this Amendment, the Reporting Person may be deemed to be the beneficial owner of 77,919,613 Shares, which includes 42,372,880 Shares subject to vesting and forfeiture as provided for in the Exchange Agreement. | |
| (c) | Except as disclosed in the statement of changes in beneficial ownership on Form 4 filed with the SEC on February 18, 2025, the Reporting Person has not effectuated any transactions during the past 60 days in any shares of Common Stock. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement. | ||
| 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.
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