EzFill Holdings Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

EzFill Holdings Inc. signed a material deal and sold equity, filing details on 12/5.

AI Summary

On December 2, 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 December 5, 2024.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation into the specifics.

Key Players & Entities

• EzFill Holdings Inc. (company) — Registrant
• December 2, 2024 (date) — Date of earliest event reported
• December 5, 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
• $715,000 — (the "December 2 Note") for the sum of $715,000 (the "Loan") to be used for the Company
• $65,000 — riginal issue discount ("OID") equal to $65,000. The unpaid principal balance of the De
• $0.70 — period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding th
• $275,000 — (the "December 3 Note") for the sum of $275,000 (the "Loan") to be used for the Company
• $25,000 — riginal issue discount ("OID") equal to $25,000. The unpaid principal balance of the De
• $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) — 59KB
• ex10-1.htm (EX-10.1) — 41KB
• ex10-2.htm (EX-10.2) — 39KB
• 0001493152-24-048877.txt ( ) — 381KB
• ezfl-20241202.xsd (EX-101.SCH) — 3KB
• ezfl-20241202_def.xml (EX-101.DEF) — 29KB
• ezfl-20241202_lab.xml (EX-101.LAB) — 35KB
• ezfl-20241202_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): December 2, 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 December 2, 2024: On December 2, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a promissory note (the "December 2 Note") for the sum of $715,000 (the "Loan") to be used for the Company's working capital needs. The December 2 Note has an original issue discount ("OID") equal to $65,000. The unpaid principal balance of the December 2 Note has a fixed rate of interest of 8% per annum. Unless the December 2 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the December 2 Note, along with accrued interest, will be due and payable in full on December 2, 2025. If the Company defaults on the December 2 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 December 2 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 December 2 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 December 2 Note must be repaid in cash at the request of Next. The December 2 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 December 2 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the December 2 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split. The information set forth above is qualified in its entirety by reference to the December 2 Note, which is incorporated herein by reference and attached hereto as Exhibit 10.1. Promissory Note dated December 3, 2024: On December 3, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a promissory note (the "December 3 Note") for

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