What the changes say
- Federal rollbacks of clean energy tax credits and EV infrastructure grants threaten NextNRG's growth prospects.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Changes in U.S. trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chain
U.S. tariffs and export controls on electronic components and steel could raise hardware costs and disrupt NextNRG's supply chain.
- NewRisks Related to Our Business
The reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect NextNRG’s growth prospects
The repeal of federal clean vehicle tax credits and suspension of NEVI grants in 2025 and 2026 could reduce demand for NextNRG's charging solutions.
- NewRisks Related to Our Business
NextNRG’s smart microgrid and connected charging infrastructure may be vulnerable to cybersecurity threats that could disrupt operations and expose the Company to liability
Cybersecurity threats to NextNRG's smart microgrid platform and IoT-connected chargers could disrupt energy services and lead to regulatory penalties.
- NewRisks Related to Our Business
The influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially and adversely affect NextNRG’s business, operating results, financial condition and prospects
Unfavorable utility rate structures and changing net metering policies could limit market adoption of NextNRG's smart microgrid platform.
Dropped
- DroppedRisks Related to Our Business
We anticipate that we will continue to generate operating losses and use cash in operations through the foreseeable future. As further set forth above, we anticipate that we will need significant additional capital by June 30, 2025, or we may be required to curtail or cease operations
- DroppedRisks Related to Ownership of Our Common Stock and this Offering
Upon submission of the Company’s plan to regain compliance, the Staff granted the Company an extension until February 20, 2024 to comply with this requirement
Reworded
- 100% rewrittenRisks Related to Ownership of Our Common Stock
If we fail to comply with the continued listing requirements of NASDAQ, we would face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us
Updated to reflect a stockholders' deficit of $4,833,450 as of June 30, 2024, and expanded consequences of potential Nasdaq delisting.
- 94% rewrittenRisks Related to Our Business
Changes in climate change laws, regulations, and federal energy policy, and the market response to these changes, may negatively impact our operations
Added specific mentions of Executive Order 14154 pausing IIJA and IRA grants, plus the repeal of Sections 25E, 30D, 45W, and 30C tax credits.
Was: Future climate change laws and regulations and the market response to these changes may negatively impact our operations
- 77% rewrittenRisks Related to Our Business
Uncertain geopolitical conditions and trade policies could adversely affect our results of operations
Added specific references to the Strait of Hormuz transiting 20 million barrels per day and post-WWII high U.S. tariff rates.
Was: Uncertain geopolitical conditions could adversely affect our results of operations
- 72% rewrittenRisks Related to Our Business
NextNRG’s renewable energy business has a very limited operating history, which makes it difficult to evaluate its business and prospects
Added specific focus on the smart microgrid platform and wireless EV charging technology interacting with NERC and public utility commission regulations.
Was: NextNRG has a very limited operating history, which makes it difficult to evaluate its business and prospects
- 72% rewrittenRisks Related to Our Business
We operate in an industry that is often subject to very strict laws, regulations and oversight
Streamlined compliance language regarding strict industry laws, codes, and oversight without specific reference to the Florida Fire Prevention Code.
Was: We operate in a new industry segment and may be subject to new and existing laws, regulations and oversight
- 49% rewrittenRisks Related to Our Business
Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value
Updated the going concern capital need deadline from June 30, 2025 to April 30, 2026.
- 46% rewrittenRisks Related to Our Business
Our current dependence on only a few fuel suppliers increases our risk of an interruption in fuel supply, impacting our operations
Changed the principal fuel supplier count from two suppliers in Florida to four suppliers across operating markets.
Was: Our current dependence on a single fuel supplier increases our risk of an interruption in fuel supply, impacting our operations
- 24% rewrittenRisks Related to Our Business
NextNRG is in a highly competitive EV charging services industry and there can be no assurance that it will be able to compete with many of its competitors which are larger and have greater financial resources
Retained substantially identical risk text regarding competition in the EV charging services industry and wireless solutions market acceptance.
- 23% rewrittenRisks Related to Our Business
We will require substantial additional capital to support our operations and growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business
All 32 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We will require substantial additional capital to support our operations and growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business23% rewritten
- 02We anticipate that our principal sources of liquidity will only be sufficient to fund our activities through April 30, 2026. In order to have sufficient cash to fund our operations beyond April 30, 2026, we will need to raise additional equity or debt capital
- 03Uncertain geopolitical conditions and trade policies could adversely affect our results of operations77% rewritten
- 04Changes in U.S. trade policy, including tariffs and export controls, could increase our costs and disrupt our supply chainNew
- 05Operating and litigation risks may not be covered by insurance
- 06Changes in climate change laws, regulations, and federal energy policy, and the market response to these changes, may negatively impact our operations94% rewritten
- 07Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value49% rewritten
- 08The reduction or elimination of federal incentive programs for EV charging and clean energy infrastructure could adversely affect NextNRG’s growth prospectsNew
- 09NextNRG’s smart microgrid and connected charging infrastructure may be vulnerable to cybersecurity threats that could disrupt operations and expose the Company to liabilityNew
- 10High fuel prices can lead to customer conservation and attrition, resulting in reduced demand for our product
- 11Changes in commodity market prices may have a negative effect on our gross margin
- 12The decline of the retail fuel market may impact our potential to get new customers
- 13Competition in the fuel delivery industry may negatively impact our operations
- 14Our trucks transport hazardous flammable fuel, which may cause environmental damage and liability to us
- 15Our cash flow and net income may decrease if we are forced to comply with new governmental regulation surrounding the transportation of fuel
- 16Our current dependence on only a few fuel suppliers increases our risk of an interruption in fuel supply, impacting our operations46% rewritten
- 17Our profitability is subject to fuel pricing and inventory risk
- 18Loss of a major customer could result in a decrease in our future sales and earnings
- 19We operate in an industry that is often subject to very strict laws, regulations and oversight72% rewritten
- 20NextNRG’s renewable energy business has a very limited operating history, which makes it difficult to evaluate its business and prospects72% rewritten
- 21To date, NextNRG has not achieved profitability, and may never become profitable
- 22The market for NextNRG’s platform and services may not be as large as NextNRG believes it to be
- 23NextNRG has limited experience with respect to determining the optimal prices and pricing structures for its products and services, which may impact its financial results
- 24NextNRG is in a highly competitive EV charging services industry and there can be no assurance that it will be able to compete with many of its competitors which are larger and have greater financial resources24% rewritten
- 25NextNRG’s revenue growth ultimately depends on consumers’ willingness to adopt EVs with wireless charging capabilities in a market which is still in its early stages
- 26The influence of any of the factors described above may negatively impact the widespread consumer adoption of EVs, which would materially and adversely affect NextNRG’s business, operating results, financial condition and prospectsNew
Risks Related to Ownership of Our Common Stock
- 27Our stock price is expected to fluctuate significantly
- 28A significant percentage of the Company’s common stock is held by a small number of shareholders
- 29We have never paid dividends on our capital stock, and we do not anticipate paying any dividends in the foreseeable future. Consequently, any gains from an investment in our common stock will likely depend on whether the price of our common stock increases
- 30If we fail to comply with the continued listing requirements of NASDAQ, we would face possible delisting, which would result in a limited public market for our shares and make obtaining future debt or equity financing more difficult for us100% rewritten
- 31We have elected to take advantage of specified reduced disclosure requirements applicable to an “emerging growth company” under the JOBS Act, the information that we provide to stockholders may be different than they might receive from other public companies
- 32Additional stock offerings in the future may dilute your percentage ownership of our company
Other Nextnrg 10-Ks
- FY2024 10-K risk factors30 risks
NextNRG faces severe going concern doubts, with liquidity projected to last only through June 30, 2025. The business depends on mobile fuel delivery and developing early-stage EV wireless charging services. Significant insider ownership and Nasdaq listing compliance challenges dominate the risk profile.
Filed Mar 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.