EzFill Holdings Inc. Files 8-K with Material Agreement

TL;DR

EzFill Holdings Inc. signed a material agreement and sold equity, filing details on 5/29.

AI Summary

On May 22, 2024, EzFill Holdings Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on May 29, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for EzFill Holdings Inc., including a material definitive agreement and equity sales, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.

Key Numbers

• 001-40809 — SEC File Number (Identifies the company's filing with the SEC.)
• 834260623 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• EzFill Holdings Inc. (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported
• May 29, 2024 (date) — Filing date
• Miami, Florida (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share EZFL NASDAQ Ca

Filing Documents

• form8-k.htm (8-K) — 40KB
• ex10-1.htm (EX-10.1) — 9KB
• ex10-1_001.jpg (GRAPHIC) — 3KB
• ex10-1_002.jpg (GRAPHIC) — 2KB
• 0001493152-24-021829.txt ( ) — 227KB
• ezfl-20240522.xsd (EX-101.SCH) — 3KB
• ezfl-20240522_lab.xml (EX-101.LAB) — 33KB
• ezfl-20240522_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

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): May 22, 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 May 22, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a letter agreement whereby the Next agreed that all of the notes owed by the Company to Next shall not become due and payable upon the successful completion of the Company's public offering as contemplated under the Form S-1 filed with the SEC in relation to such public offering. The Company and Next agreed that instead of the notes becoming due and payable upon completion of such public offering by the Company, the notes shall continue to be extended by two-month periods until such time as Next provides notice pursuant to such notes. Michael Farkas is the chief executive officer and the controlling shareholder of Next (the "CEO"). The CEO is also the beneficial 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 of Next (a limited liability company at the time of such filings) and the CEO (the managing member of Next at the time), as an individual and also as the representative of the members of Next, entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which the Company agreed to acquire from such members of Next 100% of the membership interests of Next in exchange for the issuance by the Company to the members of Next of shares of common stock, par value $0.0001 per share, of the Company. Upon consummation of the transactions contemplated by the Exchange Agreement (the "Closing"), Next will become a wholly-owned subsidiary of the Company. As of the date of this Current Report on Form 8-K, the Closing has not occurred. The information set forth above is qualified in its entirety by reference to the Note, which is incorporated herein by reference and attached hereto as Exhibit 10.1. Item 3.02. Unregistered Sales of Equity Securities. To the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Letter Agreement dated May 22, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 29, 2024 EZFILL HOLDINGS, INC. By: /s/ Yehuda Levy Name: Yehuda Levy Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR