EzFill Holdings Inc. Files 8-K with Material Agreement Details

TL;DR

EzFill Holdings Inc. filed an 8-K on 5/28/24 detailing a material agreement and equity sales.

AI Summary

On May 28, 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 June 3, 2024.

Why It Matters

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

Risk Assessment

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

Key Players & Entities

• EzFill Holdings Inc. (company) — Registrant
• May 28, 2024 (date) — Date of earliest event reported
• June 3, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 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
• $110,000 — note (the "May 28 Note") for the sum of $110,000 (the "Loan") to be used for the Company
• $10,000 — riginal issue discount ("OID") equal to $10,000, which is 10% of the aggregate original
• $0.70 — period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding th

Filing Documents

• form8-k.htm (8-K) — 45KB
• ex10-1.htm (EX-10.1) — 40KB
• 0001493152-24-022365.txt ( ) — 267KB
• ezfl-20240528.xsd (EX-101.SCH) — 3KB
• ezfl-20240528_lab.xml (EX-101.LAB) — 33KB
• ezfl-20240528_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 28, 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. Promissory Note dated May 28, 2024: On May 28, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a promissory note (the "May 28 Note") for the sum of $110,000 (the "Loan") to be used for the Company's working capital needs. The May 28 Note has an original issue discount ("OID") equal to $10,000, which is 10% of the aggregate original principal amount of the Loan. The unpaid principal balance of the May 28 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the May 28 Note will begin to accrue interest on the entire balance at 18% per annum. Unless the May 28 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 28 Note, along with accrued interest, will be due on July 28, 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 May 28 Note, at which point the end of the then current 2 month period shall be the Maturity Date. If the Company defaults on the May 28 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 May 28 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"). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date of the May 28 Note. The Company has agreed to issue 34,722 shares of its common stock to Next (the "Commitment Fee Shares"). The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company's Common Stock. The Commitment Fee Shares were deemed fully earned as of May 28, 2024. The Company and Next have agreed that the total cumulative number of common stock issued to Next under this Note, 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 Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this May 28 Note must be repaid in cash at the request of Next. The May 28 Note contains a protection for Next in the event the C

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