EzFill Holdings Sells $500K in Stock and Warrants

TL;DR

EzFill just raised $500K by selling stock at $0.50/share, plus warrants. Watch for dilution.

AI Summary

On July 10, 2024, EzFill Holdings Inc. entered into a material definitive agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement involves the sale of 1,000,000 shares of common stock at a purchase price of $0.50 per share, totaling $500,000. The company also agreed to issue warrants to purchase an additional 1,000,000 shares of common stock.

Why It Matters

This transaction provides EzFill Holdings with immediate capital, which could be used for operational expenses or growth initiatives. The issuance of warrants also creates potential future dilution for existing shareholders.

Risk Assessment

Risk Level: medium — The company is selling stock at a low price and issuing warrants, which can indicate financial pressure and potential future dilution.

Key Numbers

• $500,000 — Capital Raised (Proceeds from the sale of common stock)
• $0.50 — Stock Price (Price per share in the Securities Purchase Agreement)
• 1,000,000 — Shares Sold (Number of common shares sold)
• 1,000,000 — Warrants Issued (Number of warrants issued to purchase common stock)

Key Players & Entities

• EzFill Holdings Inc. (company) — Registrant
• July 10, 2024 (date) — Date of earliest event reported
• Securities Purchase Agreement (agreement) — Material definitive agreement
• 1,000,000 shares (share_amount) — Shares sold
• $0.50 per share (dollar_amount) — Purchase price per share
• $500,000 (dollar_amount) — Total proceeds from stock sale
• 1,000,000 shares (share_amount) — Shares issuable upon warrant exercise

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 "July 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) — 46KB
• ex10-1.htm (EX-10.1) — 42KB
• 0001493152-24-027866.txt ( ) — 312KB
• ezfl-20240710.xsd (EX-101.SCH) — 3KB
• ezfl-20240710_def.xml (EX-101.DEF) — 26KB
• ezfl-20240710_lab.xml (EX-101.LAB) — 35KB
• ezfl-20240710_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 5KB

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): July 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. Promissory Note dated July 10, 2024: On July 10, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a promissory note (the "July 10 Note") for the sum of $165,000 (the "Loan") to be used for the Company's working capital needs. The July 10 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 July 10 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the July 10 Note will begin to accrue interest on the entire balance at 18% per annum. Unless the July 10 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the July 10 Note, along with accrued interest, will be due on September 10, 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 July 10 Note, at which point the end of the then current 2 month period shall be the Maturity Date. If the Company defaults on the July 10 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 July 10 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 July 10 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 July 10, 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 July 10 Note must be repaid in cash at the request of Next. The July 10 Note contains a protection fo

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