EzFill Amends 8-K on Material Agreement, Unregistered Equity Sales

TL;DR

**EzFill just amended an 8-K about a material agreement and unregistered stock sales, keep an eye out for more details.**

AI Summary

EzFill Holdings Inc. filed an 8-K/A on January 18, 2024, amending a previous report from January 11, 2024. This amendment clarifies details regarding a material definitive agreement and unregistered sales of equity securities. While the filing doesn't disclose specific dollar amounts or share counts, it signals ongoing financial activities that could impact the company's capital structure. Investors should note that such amendments often precede or follow significant corporate actions, potentially affecting share dilution or future financing, making it crucial to monitor subsequent disclosures for concrete financial figures.

Why It Matters

This amendment indicates EzFill is actively engaged in financial transactions, which could lead to changes in its ownership structure or capital, potentially impacting the value of existing shares.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities without specific details, which could imply potential dilution for existing shareholders if not managed transparently.

Analyst Insight

A smart investor would monitor EzFill's subsequent filings for specific details on the material definitive agreement and the terms of the unregistered equity sales to assess potential dilution or strategic shifts.

Key Players & Entities

• EzFill Holdings Inc. (company) — the registrant filing the 8-K/A
• NASDAQ Capital Market (company) — the exchange where EzFill's Common Stock is registered
• 07 Trade & Services (company) — an organization name associated with the filer data

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share EZFL NASDAQ Ca
• $1.23 — 2, and referenced a conversion price of $1.23 for the promissory note entered into on
• $0.70 — od prior to the conversion date; or (b) $0.70 (the "Floor Price"). Notwithstanding an
• $165,000 — the "January Next Note") for the sum of $165,000 (the "January Next Loan"). The January
• $15,000 — riginal issue discount ("OID") equal to $15,000, which is 10% of the aggregate original
• $3,000,000 — completing a capital raise of at least $3,000,000, the entire outstanding principal and i
• $2.10 — split, the Floor Price shall not exceed $2.10. If any stock split would result in a F
• $2 — would result in a Floor Price exceeding $2.10, then AJB can, among other treatment
• $10,000,000 — the Company conducts a capital raise of $10,000,000 or more, then the September 22, 2023 No
• $15,000,000 — the Company conducts a capital raise of $15,000,000, then the proceeds of the raise will re

Filing Documents

• form8-ka.htm (8-K/A) — 58KB
• ex10-1.htm (EX-10.1) — 20KB
• ex10-2.htm (EX-10.2) — 18KB
• ex10-3.htm (EX-10.3) — 45KB
• ex10-4.htm (EX-10.4) — 50KB
• 0001493152-24-002924.txt ( ) — 396KB
• ezfl-20240111.xsd (EX-101.SCH) — 3KB
• ezfl-20240111_lab.xml (EX-101.LAB) — 33KB
• ezfl-20240111_pre.xml (EX-101.PRE) — 22KB
• form8-ka_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 67 NW 183rd Street , Miami , Florida 33169 (Address of principal executive offices, including Zip Code) 305 - 791-1169 (Registrant's telephone number, including area code) 2999 NE 191st Street , Ste 500 , Aventura Florida 33180 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share EZFL NASDAQ Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. EXPLANATORY NOTE EzFill Holdings, Inc. is filing this Form 8-K/A to its Current Report on Form 8-K as originally filed with the Securities and Exchange Commission on January 17, 2024 (the "Original Filing"), solely to correctly identify the promissory notes amended by Global Amendment 2 and the description of the promissory note entered into on January 16, 2024 with Next Charging, LLC. The Original Filing inadvertently referenced January 8, 2023, with regards to a note amended by Global Amendment 2, and referenced a conversion price of $1.23 for the promissory note entered into on January 16, 2024, along with a typographical error. No other changes have been made from the Original Filing. Item 1.01 Entry into a Material Definitive Agreement. Next Charging, LLC Global Amendments On January 11, 2024, EzFill Holdings, Inc. (the "Company") and Next Charging, LLC ("Next") entered into a global amendment ("Global Amendment 1") to the promissory notes dated as of July 5, 2023; August 2, 2023; August 30, 2023; September 6, 2023; September 13, 2023; November 3, 2023; November 21, 2023; December 4, 2023; December 13, 2023; December 18, 2023; and December 20, 2023 (each a "Note" and collectively the "Notes"). Global Amendment 1 revised Section 8, Events of Default, to add: The conversion price (as adjusted, the "Conversion Price") shall equal the greater of the average VWAP over the ten (10) Trading Day period prior to the conversion date; or (b) $0.70 (the "Floor Price"). Notwithstanding anything to the contrary contained in this Note the Lender and the Borrower agree that the total cumulative number of Common Shares issued to Lender hereunder together with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following Shareholder Approval. If the Borrower is unable to obtain Shareholder Approval to issue Common Shares to the Lender in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance of this Note must be repaid in cash at the request of the Lender. Global Amendment 1 also added Section 10.15, Adjustment Due to Stock Split by Borrower, which provides that the number of shares and the price for any conversion under the Notes will be adjusted by the same ratios or multipliers of any reverse split the Company effects. Also on January 11, 2024, the Company and Next entered into a global amendment ("Global Amendment 2") to the promissory notes dated as of December 27, 2023 and January 8, 2024. Global Amendment 2 revised Section 8, Events of Default, to remove the final paragraph and replace the paragraph with: The conversion price (as adjusted, the "Conversion Price") shall equal the greater of the average VWAP over the ten (10) Trading Day period prior to the conversion date; or (b) $0.70 (the "Floor Price"). Notwithstanding anything to

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