EzFill Holdings Inc. Files 8-K with Material Agreements

TL;DR

EzFill Holdings Inc. filed an 8-K detailing material agreements and corporate changes.

AI Summary

On August 16, 2024, EzFill Holdings Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also made amendments to its Articles of Incorporation or Bylaws and provided a Regulation FD disclosure. Additionally, EzFill Holdings Inc. filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions and potential strategic shifts for EzFill Holdings Inc., which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and amendments to corporate documents, which could involve significant changes or risks for the company.

Key Players & Entities

• EzFill Holdings Inc. (company) — Registrant
• August 16, 2024 (date) — Date of earliest reported event
• 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
• $10.00 — eferred Stock") for a purchase price of $10.00 per Share, and a resulting total purcha
• $1,400,000 — and a resulting total purchase price of $1,400,000. The information provided in this parag
• $2.5 million — mum stockholders' equity requirement of $2.5 million under the Nasdaq Listing Rule 5550(b)(1

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex10-1.htm (EX-10.1) — 212KB
• ex10-2.htm (EX-10.2) — 230KB
• ex10-3.htm (EX-10.3) — 214KB
• ex10-4.htm (EX-10.4) — 80KB
• ex10-5.htm (EX-10.5) — 82KB
• ex10-6.htm (EX-10.6) — 85KB
• ex10-7.htm (EX-10.7) — 89KB
• ex99-1.htm (EX-99.1) — 16KB
• ex99-1_001.jpg (GRAPHIC) — 23KB
• 0001493152-24-033181.txt ( ) — 1438KB
• ezfl-20240816.xsd (EX-101.SCH) — 3KB
• ezfl-20240816_lab.xml (EX-101.LAB) — 33KB
• ezfl-20240816_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 reported): August 16, 2024 EZFILL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40809 84-4260623 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 67 NW 183 rd Street , Miami , Florida 33169 (Address of principal executive offices) (305) 791-1169 (Registrant's telephone number, including area code) N/A (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 (see General Instruction A.2.) 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 CF$ 240.13e-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. On August 16, 2024, EzFill Holdings, Inc., a Delaware corporation (the "Company") entered into a Stock Purchase Agreement (the "SPA") by and between the Company and NextNRG Holding Corp., a Nevada corporation ("Next"). Pursuant to the terms and conditions of the SPA, at the Closing (as defined in the SPA), the Company shall issue and sell to Next, and Next shall purchase from the Company, 140,000 shares of Series B Convertible Preferred Stock of the Company ("Series B Preferred Stock") for a purchase price of $10.00 per Share, and a resulting total purchase price of $1,400,000. The information provided in this paragraph is qualified in its entirety by reference to the SPA, which is incorporated herein by reference and attached hereto as Exhibit 10.1. Further, on August 16, 2024, the Company entered into an Exchange Agreement (the "Next Exchange Agreement") by and between the Company and Next. Pursuant to the terms and conditions of the Next Exchange Agreement, certain promissory notes of the Company issued to Next (as set forth in the Next Exchange Agreement) shall be exchanged and converted into 3,525,341 shares of common stock of the Company, par value $0.0001 per share ("Common Stock"). The information provided in this paragraph is qualified in its entirety by reference to the Next Exchange Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.2. Finally, on August 16, 2024, the Company entered into an Exchange Agreement (the "AJB Exchange Agreement", and together with the SPA and the Next Exchange Agreement, the "Agreements") by and between the Company and AJB Capital Investments LLC, a Delaware limited liability company ("AJB"). Pursuant to the terms and conditions of the AJB Exchange Agreement, certain promissory notes of the Company issued to AJB (as set forth in the AJB Exchange Agreement) shall be exchanged and converted into 363,000 shares of Series A Preferred Stock of the Company ("Series A Preferred Stock"). The information provided in this paragraph is qualified in its entirety by reference to the AJB Exchange Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.3. The Company expects that entry into the Agreements will be in furtherance of its regaining compliance with the minimum stockholders' equity requirement of $2.5 million under the Nasdaq Listing Rule 5550(b)(1) (the "Minimum Stockholders' Equity Requirement") for continued listing on The Nasdaq Capital Market. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 16, 2024, the Company filed a certificate of designations of preferences and rights of Series A Convertible Preferred Stock (the "Series A Certificate of Designations") with the Department of State, Division of Corporations, of the State of Delaware, which provides for the designation of 513,000 shares of Seri

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View this 8-K filing on SEC EDGAR