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UNITED
STATES
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): September 22, 2023
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 Securities Purchase Agreement and Promissory Note
On
September 22, 2023, EzFill Holdings, Inc. (the “Company”) and AJB Capital Investments, LLC (“AJB” or the “Investor”)
entered into a securities purchase agreement (the “Agreement”) wherein the Company agreed to issue a 10% promissory note
to the Investor in the principal amount of $600,000 (the “Note”), with an original issue discount of $60,000. AJB holds approximately 7% of the Company’s issued and outstanding common stock.
On
the closing date, the Investor will pay a purchase price of $540,000 to the Company and the Company will deliver the executed note along
with 150,000 shares of its common stock (the “Commitment Fee Shares”). Pursuant to the Note, the Company agreed to reserve
637,500 shares for issuance upon conversion of the Note. For purposes of clarity, clause (ii) of Section 4(o) of that certain Securities
Purchase Agreement, dated as of April 19, 2023, as amended on May 17 and August 3, 2023, between the parties is deleted because the Company
is extending that Note for an additional 6 months. The Company will hold a special meeting of shareholders, which may also be at the
annual meeting of shareholders, on or before the 60th day following the date of the Agreement in order to obtain shareholder
approval. The Agreement was executed in reliance upon Regulation D, the Investor is an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D.
As
discussed above, on September 22, 2023, the Company and its transfer agent, Worldwide Stock Transfer, entered into an irrevocable letter
agreement with respect to the issuance of 150,000 Commitment Shares and the reservation of 637,500 shares of common stock of the Company
to be issued upon conversion of the Note.
The
Note is convertible into shares of common stock, par value $0.0001 per share, of the Company, following an event of default. The Note
has an interest rate of ten percent (10%) per calendar year. The interest is payable monthly beginning one month following the issuance
of the Note. All principal and accrued but unpaid interest, along with any other amounts, will be due on March 22, 2024,
unless extended in accordance with the terms of the Note (the “Maturity Date”). The Note can be prepaid in whole or in part
without penalty. Any amount of principal or interest on the Note that is not paid when due will incur interest at the rate of the lesser
of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted under law from the due date (the “Default Interest”).
The Default Interest will begin accruing upon an event of default and will be computed on the basis of a 360-day year and the number
of days elapsed.
The
Investor shall have the right, only following an Event of Default and ending on the date of payment of the default, to convert all or
any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the Note into fully paid and non-assessable
shares of the Company’s Common Stock, as such Common Stock exists on the date of issuance of the shares underlying the Note, or
any shares of capital stock or other securities of the Company into which such Common Stock shall thereafter be changed or reclassified
(the “Conversion Shares”).
The
conversion price shall equal (x) until the date of approval of the holders of a majority of the Company’s outstanding voting Common
Stock: (a) $1.23 (the “Nasdaq Minimum Price”) and (b) the lower of the average VWAP over the ten (10) trading day period
either (i) ending on date of conversion of the Note of (ii) the date hereof and (y) following the date of the Shareholder Approval, the
greater of the average VWAP over the ten (10) Trading Day period either (i) ending on the date of conversion of this Note or (ii) $0.20
(the “Floor Price”). No conversion may be effected under this Note at a price per share less than the Floor Price, notwithstanding
the receipt of approval from the Company’s shareholders.
The
Note is subject to adjustment upon certain events such as distributions and mergers, and has anti-dilution protections for issuance of
securities by the Company at a price that is lower than the then-current conversion price except for certain exempt issuances. In addition,
if, at any time while the Note is issued and outstanding, the Company issues any convertible securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of common stock, then the Investor will be entitled
to acquire, upon the terms applicable to such sales, the aggregate number of shares it could have acquired if the Note had been converted.
Amendment
to Securities Purchase Agreement
Also
on September 22, 2023, the Company and AJB entered into a first amendment to the security agreement (the “Amendment”), which
amends the security agreement dated April 19, 2023, pursuant to which the Company granted a security interest in its assets to secure
the obligations of the Company in respect to that promissory note in the principal amount of $1,500,000, as amended on May 17 and August
3, 2023. The security agreement is amended to revise the Obligations definition in Section 1 to include the new agreements.
The
information set forth above is qualified in its entirety by reference to the Agreement, the Note and the Amendment, which are incorporated
herein by reference and attached hereto as Exhibits 10.1, 10.2 and 10.3.
Item
3.02. Unregistered Sales of Equity Securities.
To
the extent required by this Item 3.02, the information contained in Item 1.01 is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
+
Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, certain
portions of this exhibit have been omitted because it is both not material and the type of information that the Company treats as
private or confidential.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
September 27, 2023
EZFILL HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Yehuda Levy |
|
Name:
|
Yehuda
Levy |
|
Title: |
Interim
Chief Executive Officer |
|
Exhibit
10.1
Exhibit 10.2
Exhibit 10.3
v3.23.3
Cover
|
Sep. 22, 2023 |
Entity Addresses [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 22, 2023
|
Entity File Number |
001-40809
|
Entity Registrant Name |
EZFILL
HOLDINGS, INC.
|
Entity Central Index Key |
0001817004
|
Entity Tax Identification Number |
84-4260623
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
67
NW 183rd Street
|
Entity Address, City or Town |
Miami
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
33169
|
City Area Code |
305
|
Local Phone Number |
791-1169
|
Written Communications |
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|
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|
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Pre-commencement Issuer Tender Offer |
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Title of 12(b) Security |
Common
Stock, $0.0001 par value per share
|
Trading Symbol |
EZFL
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
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Entity Addresses [Line Items] |
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Entity Address, Address Line One |
2999
NE 191st Street
|
Entity Address, Address Line Two |
Ste 500
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Entity Address, City or Town |
Aventura
|
Entity Address, State or Province |
FL
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Entity Address, Postal Zip Code |
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