EzFill Holdings Inc. Files 8-K with Material Agreements

TL;DR

EzFill Holdings Inc. filed an 8-K detailing material agreements and equity sales.

AI Summary

On June 10, 2024, EzFill Holdings Inc. entered into a Material Definitive Agreement, the specifics of which are detailed in the filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on June 14, 2024.

Why It Matters

This 8-K filing indicates significant corporate actions and financial disclosures by EzFill Holdings Inc., which could impact its stock performance and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 001-40809 — SEC File Number (Identifies the company's filing with the SEC.)
• 84-4260623 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• EzFill Holdings Inc. (company) — Registrant
• June 10, 2024 (date) — Date of earliest event reported
• June 14, 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
• $165,000 — ote (the "June 10 Note") for the sum of $165,000 (the "Loan") to be used for the Company
• $15,000 — riginal issue discount ("OID") equal to $15,000, 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) — 56KB
• ex10-1.htm (EX-10.1) — 460KB
• ex10-2.htm (EX-10.2) — 46KB
• 0001493152-24-023893.txt ( ) — 808KB
• ezfl-20240610.xsd (EX-101.SCH) — 3KB
• ezfl-20240610_lab.xml (EX-101.LAB) — 33KB
• ezfl-20240610_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): June 10, 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. Entry into the second amended and restated exchange agreement As previously reported on EzFill Holdings, Inc.'s (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on August 16, 2023 and November 8, 2023, the Company, the members of Next Charging LLC (the "Members") and Michael Farkas, an individual, as the representative of the Members entered into an Exchange Agreement dated August 10, 2023 as amended by the Amended and Restated Exchange Agreement, dated November 2, 2023 (as so amended the "Original Exchange Agreement"), pursuant to which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging LLC in exchange for the issuance by the Company to the Members of shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"). Subsequently, Next Charging LLC converted to a corporation organized in the State of Nevada named NextNRG Holding Corp. effective as of March 1, 2024 (the "Conversion"), which Conversion continued the existence of the prior entity in the new corporate form and the prior members of Next Charging LLC remained as shareholders of NextNRG Holding Corp. On June 11, 2024, in order to reflect the Conversion, the Company, all of the shareholders of NextNRG Holding Corp. (the "Shareholders") and Michael Farkas as the representative of the Shareholders (the "Shareholders' Representative") executed a second amended and restated agreement to replace the Original Exchange Agreement in its entirety (the "Second Amended and Restated Exchange Agreement"). Pursuant to the Second Amended and Restated Exchange Agreement, the Company agreed to acquire from the Shareholders 100% of the shareholding of NextNRG Holding Corp. in exchange for the issuance by the Company to the Shareholders of Common Stock. Upon consummation of the transactions contemplated by the Second Amended and Restated Exchange Agreement (the "Closing" and, the date of the Closing, the "Closing Date"), Next Charging will become a wholly-owned subsidiary of the Company. The Members' Representative is the chief executive officer and the controlling shareholder of NextNRG Holding Corp. and is also the beneficial owner of approximately 27% of the Company's issued and outstanding common stock. The information set forth above is qualified in its entirety by reference to the Second Amended and Restated Exchange Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.1. Promissory Note dated June 10, 2024: On June 10, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a promissory note (the "June 10 Note") for the sum of $165,000 (the "Loan") to be used for the Company's working capital needs. The June 10 Note has an orig

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