EzFill Raises $1M via Private Placement, Issues 1M Shares & Warrants

Ticker: NXXT · Form: 8-K · Filed: Jan 31, 2024 · CIK: 1817004

Complexity: simple

Sentiment: mixed

Topics: private-placement, equity-offering, dilution, capital-raise

TL;DR

**EZFL just raised $1M in a private placement, but it means more shares and warrants are out there, diluting current holders.**

AI Summary

EzFill Holdings Inc. (EZFL) entered into a material definitive agreement on January 25, 2024, issuing 1,000,000 shares of common stock and warrants to purchase an additional 1,000,000 shares to an institutional investor. This private placement, which was not registered with the SEC, generated gross proceeds of $1,000,000 for EzFill. This matters to investors because it indicates the company is raising capital through dilutive means, potentially impacting the value of existing shares and signaling a need for immediate funding.

Why It Matters

This capital raise provides EzFill with $1,000,000 in funding but also dilutes existing shareholders by issuing new shares and warrants, which could put downward pressure on the stock price.

Risk Assessment

Risk Level: medium — The issuance of new shares and warrants through an unregistered sale can dilute existing shareholder value and often signals a company's need for capital, which can be a risk.

Analyst Insight

A smart investor would monitor EZFL's stock price for potential downward pressure due to dilution and evaluate the company's use of the $1,000,000 in proceeds to determine if the capital raise will lead to future growth or merely cover operational costs.

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

What was the date of the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 25, 2024.

How much gross proceeds did EzFill Holdings Inc. receive from the unregistered sale of equity securities?

EzFill Holdings Inc. received gross proceeds of $1,000,000 from the unregistered sale of equity securities.

What types of securities were issued in the material definitive agreement?

The material definitive agreement involved the issuance of 1,000,000 shares of common stock and warrants to purchase an additional 1,000,000 shares of common stock.

To whom were these equity securities issued?

These equity securities were issued to an institutional investor.

Is EzFill Holdings Inc. an emerging growth company as defined in Rule 405 under the Securities Act?

The filing indicates a checkbox for 'emerging growth company' is not marked, suggesting the registrant is not simultaneously satisfying the filing obligation under that provision, but it does not explicitly state whether they are or are not an emerging growth company.

Filing Stats: 1,005 words · 4 min read · ~3 pages · Grade level 11.4 · Accepted 2024-01-31 16:15:32

Key Financial Figures

Filing Documents

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 25, 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. On January 25, 2024, EzFill Holdings, Inc. (the "Company") and Next Charging, LLC ("Next") entered into a promissory note (the "Note") for the sum of $165,000 (the "Loan") to be used for the Company's working capital needs. The Note has an original issue discount ("OID") equal to $15,000, which is 10% of the aggregate original principal amount of the Loan. The unpaid principal balance of the Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Note will begin to accrue interest on the entire balance at 18% per annum. Unless the Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the Note, along with accrued interest, will be due on March 25, 2024 (the "Maturity Date"). The Maturity Date will automatically be extended for 2 month periods, unless Next sends 10 days written notice, prior to the end of any 2 month period, that it does not wish to extend the Note, at which point the end of the then current 2 month period shall be the Maturity Date. Notwithstanding the foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through the Maturity Date will be immediately due. If the Company defaults on the Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Note into fully paid and non-assessable shares of the Company's common stock. The conversion price shall equal the greater of the average VWAP over the ten (10) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price"). The Note contains a protection for Next in the event the Company effectuates a split of its common stock. In the event of a stock split, if the Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split. Michael Farkas is the managing member of Next (the "Managing Member"). The Managing Member is also the beneficial owner of approximately 20% of the Company's issued and outstanding common stock. Additionally and as previously reported on a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on August 16, 2023, on August 10, 2023, and on November 8, 2023, the Company, the members (the "Members") of Next and its Managing Member, as an individual and also as the representative of the Members, entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which the Company agreed to acquire from the Members 100% of the mem

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