EzFill Holdings Inc. Files 8-K for Equity Sales

TL;DR

EzFill sold unregistered equity, check for dilution.

AI Summary

On June 24, 2024, EzFill Holdings Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the unregistered sale of equity securities.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution and may involve securities not registered with the SEC, posing potential risks to investors.

Key Players & Entities

• EzFill Holdings Inc. (company) — Registrant
• June 24, 2024 (date) — Date of earliest event reported

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 24 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) — 43KB
• ex10-1.htm (EX-10.1) — 41KB
• 0001493152-24-025634.txt ( ) — 266KB
• ezfl-20240624.xsd (EX-101.SCH) — 3KB
• ezfl-20240624_lab.xml (EX-101.LAB) — 33KB
• ezfl-20240624_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 24, 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 June 24, 2024: On June 24, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a promissory note (the "June 24 Note") for the sum of $165,000 (the "Loan") to be used for the Company's working capital needs. The June 24 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 June 24 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the June 24 Note will begin to accrue interest on the entire balance at 18% per annum. Unless the June 24 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the June 24 Note, along with accrued interest, will be due on August 24, 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 June 24 Note, at which point the end of the then current 2 month period shall be the Maturity Date. If the Company defaults on the June 24 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 June 24 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 June 24 Note. The Company has agreed to issue 52,000 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 June 24, 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 June 24 Note must be repaid in cash at the request of Next. The June 24 Note contains a protection for Next

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View this 8-K filing on SEC EDGAR