UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 5, 2023, EzFill Holdings, Inc. (the “Company” or “Borrower”) and Next Charging, LLC (“Next”) entered into a promissory note (the “Note”) for the sum of $440,000 (the “Loan”). The Note has an original issue discount (“OID”) equal to $40,000, which is 10% of the aggregate original principal amount of the Loan. The unpaid principal balance of the Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the Note will begin to accrue interest on the entire balance at 18% per annum. The Managing Member of Next is Michael Farkas. Mr. Farkas is also the beneficial owner of approximately 24% of the Company’s issued and outstanding common stock.
The Note’s funds will be disbursed in two payments. First, $200,000 (net of OID) was disbursed to the Company on the date the Note was executed and, the balance of $200,000 (net of OID) will be disbursed to the Company on July 18, 2023. The Note, along with accrued interest, will be due on September 5, 2023 (the “Maturity Date”). The Maturity Date will automatically be extended for 2 month periods, unless Next sends 10 days written notice, prior to end of any two month period, that it does not wish to extend the note, at which point the end of the then current two month period shall be the Maturity Date. Notwithstanding the forgoing, upon the Company completing a capital raise of at least $2,000,000, then the entire outstanding principal and interest through the Maturity Date will be immediately due.
If the Company defaults on the Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due, and (ii) Next has the right 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. The conversion price will be the average closing price over the 10 trading days ending on the date of conversion.
The information set forth above is qualified in its entirety by reference to the Promissory Note, which is incorporated herein by reference and attached hereto as Exhibit 4.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by this Item 2.03, the information contained in Item 1.01 is incorporated herein by reference.
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 3.03. Material Modification to Rights of Security Holders.
To the extent required by this Item 3.03, the information contained in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 11, 2023
| EZFILL HOLDINGS, INC. | ||
| By: | /s/ Arthur Levine | |
| Name: | Arthur Levine | |
| Title: | Chief Financial Officer | |