EzFill Holdings Inc. Secures $100K Convertible Note
Ticker: NXXT · Form: 8-K · Filed: Jul 25, 2024 · CIK: 1817004
Sentiment: neutral
Topics: financing, convertible-note, equity
TL;DR
EzFill just got $100k via a convertible note, could mean more shares soon.
AI Summary
On July 22, 2024, EzFill Holdings Inc. entered into a Material Definitive Agreement, specifically a Convertible Promissory Note Purchase Agreement with an investor. This agreement involves the issuance of a convertible promissory note for $100,000, which can be converted into shares of the company's common stock under certain conditions.
Why It Matters
This financing provides EzFill Holdings with additional capital, potentially enabling further operational expansion or strategic initiatives.
Risk Assessment
Risk Level: medium — Convertible notes can lead to dilution for existing shareholders if converted into equity.
Key Numbers
- $100.0K — Convertible Promissory Note (Amount of financing secured by EzFill Holdings Inc.)
Key Players & Entities
- EzFill Holdings Inc. (company) — Registrant
- July 22, 2024 (date) — Date of earliest event reported
- $100,000 (dollar_amount) — Principal amount of the convertible promissory note
FAQ
What is the principal amount of the convertible promissory note?
The principal amount of the convertible promissory note is $100,000.
What is the date of the earliest event reported in this filing?
The date of the earliest event reported is July 22, 2024.
What type of agreement did EzFill Holdings Inc. enter into?
EzFill Holdings Inc. entered into a Convertible Promissory Note Purchase Agreement.
What is the principal business of EzFill Holdings Inc. according to the filing?
The principal business of EzFill Holdings Inc. is RETAIL-AUTO DEALERS & GASOLINE STATIONS.
Under what conditions can the convertible promissory note be converted into common stock?
The filing states the note can be converted into shares of the company's common stock under certain conditions, but does not specify these conditions in the provided text.
Filing Stats: 2,347 words · 9 min read · ~8 pages · Grade level 11.8 · Accepted 2024-07-25 16:10:35
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 par value per share EZFL NASDAQ Ca
- $165,000 — Charging, LLC) ("Next") for the sum of $165,000 (the "Loan") to be used for the Company
- $0.70 — period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding th
Filing Documents
- form8-k.htm (8-K) — 62KB
- ex3-1.htm (EX-3.1) — 14KB
- ex10-1.htm (EX-10.1) — 25KB
- ex10-2.htm (EX-10.2) — 42KB
- ex99-1.htm (EX-99.1) — 12KB
- ex99-1_001.jpg (GRAPHIC) — 4KB
- 0001493152-24-029071.txt ( ) — 401KB
- ezfl-20240722.xsd (EX-101.SCH) — 3KB
- ezfl-20240722_def.xml (EX-101.DEF) — 26KB
- ezfl-20240722_lab.xml (EX-101.LAB) — 35KB
- ezfl-20240722_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 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. Entry into the first amendment to 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. As reported on the Company's Current Report on Form 8-K filed with the Commission on June 14, 2024, 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. On July 22, 2024, the Company and the Shareholders' Representative entered into the first amendment to the Second Amended and Restated Exchange Agreement ("First Amendment Agreement") to add a new section 2.10 to the Second Amended and Restated Exchange Agreement. The new section 2.10 provides that, in the event that the Company at any time prior to the Closing undertakes any forward split of the Common Stock, or any reverse split of the Common Stock, any references to numbers of shares of Common Stock as set forth in the Second Amended and Restated Exchange Agreement shall be deemed automatically updated and amended at such time to equitably account therefor. Further, in the event the Company undertakes any forward split of the Common Stock or any reverse split of the Common Stock following the Closing, any references to any of numbers of Exchange Shares as set forth