EzFill Holdings Sells Unregistered Equity Securities

TL;DR

**EZFL just sold new shares privately, likely diluting current investors.**

AI Summary

On January 11, 2024, EzFill Holdings Inc. (EZFL) entered into a material definitive agreement for an unregistered sale of equity securities. This means the company sold shares directly to investors without a public offering, which can dilute the value of existing shares. This matters to investors because it could signal a need for capital and potentially put downward pressure on the stock price due to increased share count.

Why It Matters

This unregistered sale of equity securities could dilute existing shareholders and potentially impact the stock price negatively due to an increased supply of shares.

Risk Assessment

Risk Level: medium — The sale of unregistered equity securities can lead to dilution for existing shareholders, which is a moderate risk.

Analyst Insight

A smart investor would investigate the terms of the unregistered equity sale, including the number of shares sold and the price, to assess the potential dilution and its impact on their investment. They might also monitor the stock price for any immediate downward pressure.

Key Players & Entities

• EzFill Holdings Inc. (company) — the registrant selling equity securities
• January 11, 2024 (date) — date of the earliest event reported regarding the equity sale
• NASDAQ Capital Market (company) — exchange where EzFill's common stock is registered

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share EZFL NASDAQ Ca
• $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
• $1.23 — on price shall equal the greater of (a) $1.23; or (b) $0.70. Pursuant to the Januar
• $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-k.htm (8-K) — 60KB
• ex10-1.htm (EX-10.1) — 20KB
• ex10-2.htm (EX-10.2) — 18KB
• ex10-3.htm (EX-10.3) — 42KB
• ex10-4.htm (EX-10.4) — 49KB
• 0001493152-24-002700.txt ( ) — 393KB
• ezfl-20240111.xsd (EX-101.SCH) — 3KB
• ezfl-20240111_lab.xml (EX-101.LAB) — 33KB
• ezfl-20240111_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K 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. 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, 2023. 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 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. Next Promissory Note dated January 16, 2024 On January 16, 2024, the Company and Next entered into a promissory note

View Full Filing

View this 8-K filing on SEC EDGAR