EzFill Holdings Inc. Files 8-K with Material Agreement

TL;DR

EzFill Holdings Inc. filed an 8-K on Nov 14th, revealing a material agreement and equity sales. Details to follow.

AI Summary

On November 14, 2024, EzFill Holdings Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on November 19, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for EzFill Holdings Inc., including a material definitive agreement and equity sales, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• EzFill Holdings Inc. (company) — Registrant
• November 14, 2024 (date) — Date of earliest event reported
• November 19, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Miami, Florida (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share EZFL NASDAQ Ca
• $181,500 — (the "November 14 Note") for the sum of $181,500 (the "Loan") to be used for the Company
• $16,500 — riginal issue discount ("OID") equal to $16,500. The unpaid principal balance of the No
• $5,000,000 — y completes a capital raise of at least $5,000,000. If the Company defaults on the Novem
• $0.70 — period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding th
• $100 m — ther reaching annual revenues exceeding $100 million, the Company completing projects
• $25 million — completing a capital raise greater than $25 million. The Second Amendment Agreement also pr

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-1.htm (EX-10.1) — 41KB
• 0001493152-24-046824.txt ( ) — 324KB
• ezfl-20241114.xsd (EX-101.SCH) — 3KB
• ezfl-20241114_def.xml (EX-101.DEF) — 29KB
• ezfl-20241114_lab.xml (EX-101.LAB) — 35KB
• ezfl-20241114_pre.xml (EX-101.PRE) — 26KB
• 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): November 14, 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 November 14, 2024: On November 14, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a promissory note (the "November 14 Note") for the sum of $181,500 (the "Loan") to be used for the Company's working capital needs. The November 14 Note has an original issue discount ("OID") equal to $16,500. The unpaid principal balance of the November 14 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the November 14 Note will begin to accrue interest on the entire balance at 18% per annum. Unless the November 14 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the November 14 Note, along with accrued interest, will be due and payable in full on the earlier of: (i) November 14, 2025; or (ii) the date upon which Company completes a capital raise of at least $5,000,000. If the Company defaults on the November 14 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, 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 November 14 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 five (5) 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 November 14 Note. 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 November 14 Note must be repaid in cash at the request of Next. The November 14 Note contains a protection for Next in the event the Company effectuates a split of its common stock. In the event of a stock split, if the November 14 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the November 14 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split. Michael Farkas is the chief executive officer and the controlling shareholder of Next (the "CEO"). The CEO is also the beneficial Form 8-K that was filed

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