8-K

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): August 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.)

2999 NE 191^st Street, Aventura, Florida 33180

(Address of principal executive offices, including Zip Code)

305-791-1169

(Registrant’s telephone number, including area code)

Not Applicable

(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.

On August 23, 2023, EzFill Holdings, Inc. (the “Company” or “Borrower”) and Next Charging, LLC (“Next”) entered into a promissory note (the “Note”) for the sum of $110,000 (the “Loan”). The Note has an original issue discount (“OID”) equal to $10,000, 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. Michael Farkas is the managing member of Next (the “Managing Member”). The Managing Member is also the beneficial owner of approximately 24% of the Company’s issued and outstanding common stock. Additionally and as previously reported on a Current Report on Form 8-K that was filed with he Securities and exchange Commission on August 16, 2023, on August 10, 2023, the Company, the members (the “Members”) of Next and its Managing Member, as an individual and also as the representative of the Members, entered into an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company agreed to acquire from the Members 100% of the membership interests of Next Charging in exchange for the issuance  by the Company to the Members of shares of common stock, par value $0.0001 per share, of the Company.  Upon consummation of the transactions contemplated by the Exchange Agreement (the “Closing”), Next Charging will become a wholly-owned subsidiary of the Company. As of the date of this Current Report on Form 8-K, the Closing has not occurred.

The Note, along with accrued interest, will be due on October 23, 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 $3,000,000, then the entire outstanding principal and interest through the Maturity Date will be immediately due.

Unless this Note is otherwise accelerated, or extended in accordance with the terms and conditions hereof, the entire outstanding principal balance of this Note plus all accrued interest shall be due and payable in full on October 23, 2023 (the “Maturity Date”). The Maturity Date shall automatically be extended for 2-month periods, unless Lender 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 above, upon Borrower completing a capital raise (debt or equity) of at least $3,000,000 the entire outstanding principal and interest through the Maturity Date shall be immediately due and payable.

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 Note, which is incorporated herein by reference and attached hereto as Exhibit 4.1.

Item 2.02 Results of Operations and Financial Condition

On August 22, 2023, EzFill Holdings, Inc. (the “Company”), issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

This information is being furnished in this report and shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No.	Description
4.1	Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 23, 2023.
99.1	Press Release dated August 22, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	EZFILL HOLDINGS, INC.
Date: August 24, 2023	By:	/s/ Yehuda Levy
	Name:	Yehuda Levy
	Title:	Interim Chief Executive Officer

EX-4.1

Exhibit 4.1

PROMISSORY NOTE

$110,000 August 23, 2023

FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 2999 NE 191st St, Ste 500, Aventura, Florida 33180 (the “Borrower”), hereby promises to pay to the order of, the Next Charging, LLC. a Florida company having an address of 407 Lincoln Road, Ste 701, Miami Beach, Fl. 33139 (the “Lender”), at Lender’s offices, or such other place as Lender shall designate in writing from time to time, the principal sum of $110,000.00 (the “Loan”), in US Dollars, together with interest thereon as hereinafter provided.

1. ORIGINAL ISSUE DISCOUNT. The Borrower agrees that the funding of the Loan shall be made by the Lender with original issue discount in an amount equal to 10% of the aggregate original principal amount of the Loan (i.e. $10,000).

2. INTEREST RATE. The unpaid principal balance of this Promissory Note (the “Note”) from day to day outstanding shall bear a fixed rate of interest equal to 8% per annum for the first nine months and after the first nine months will begin to accrue interest on the entire balance at 18% per annum.

3. PREVIOUS NOTE. The disbursement of funds on the note entered into by the Borrower and Lender on August second has been completed. This Note is for additional funds.

4. PAYMENT OF PRINCIPAL AND INTEREST. Unless this Note is otherwise accelerated, or extended in accordance with the terms and conditions hereof, the entire outstanding principal balance of this Note plus all accrued interest shall be due and payable in full on October 23, 2023 (the “Maturity Date”). The Maturity Date shall automatically be extended for 2 month periods, unless Lender 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 above, upon Borrower completing a capital raise (debt or equity) of at least $3,000,000 the entire outstanding principal and interest through the Maturity Date shall be immediately due and payable.

5. APPLICATION OF PAYMENTS. Except as otherwise specified herein, each payment or prepayment, if any, made under this Note shall be applied to pay late charges, accrued and unpaid interest, principal, and any other fees, costs and expenses which Borrower is obligated to pay under this Note.

6. TENDER OF PAYMENT. Payment on this Note is payable on or before 5:00 p.m. on the due date thereof, at the office of Lender specified above and shall be credited on the date the funds become available, in Lender’s account, in lawful money of the United States.

7. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as follows:

7.2. Execution of Loan Documents. This Note has been duly executed and delivered by Borrower. Execution, delivery and performance of this Note will not: (i) violate any contracts previously entered into by Borrower, provision of law, order of any court, agency or other instrumentality of government, or any provision of any indenture, agreement or other instrument to which he is a party or by which he is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature; and (iii) require any authorization, consent, approval, license, exemption of, or filing or registration with, any court or governmental authority.

7.3. Obligations of Borrower. This Note is a legal, valid and binding obligation of Borrower, enforceable against him in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditors’ rights generally.

7.4. Litigation. There is no action, suit or proceeding at law or in equity or by or before any governmental authority, agency or other instrumentality now pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any of its properties or rights which, if adversely determined, would materially impair or affect: (i) Borrower’s right to carry on its business substantially as now conducted (and as now contemplated); (ii) its financial condition; or (iii) its capacity to consummate and perform its obligations under this Note.

7.5. No Defaults. Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained herein or in any material agreement or instrument to which he is a party or by which he is bound.

7.6. No Untrue Statements. No document, certificate or statement furnished to Lender by or on behalf of Borrower contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. Borrower acknowledges that all such statements, representations and warranties shall be deemed to have been relied upon by Lender as an inducement to make the Loan to Borrower.

7.7. Documentary and Intangible Taxes. Borrower shall be liable for all documentary stamp and intangible taxes assessed at the closing of the Loan or from time to time during the life of the Loan.

7.8. The loan funds shall be used solely for Borrower’s working capital needs.

8. EVENTS OF DEFAULT. Each of the following shall constitute an event of default hereunder (an “Event of Default”): (a) the failure of Borrower to pay any amount of principal or interest hereunder with three (3) business days from when it becomes due and payable; (b) Borrower becoming insolvent or declaring bankruptcy; (c) the discovery that any of the Borrower representations were untrue; or (d) the occurrence of any other default in any material term, covenant or condition hereunder, and the continuance of such breach for a period of ten (10) days after written notice thereof shall have been given to Borrower. Borrower shall promptly notify Lender of the occurrence of any default, Event of Default, adverse litigation or material adverse change in its financial condition.

If an Event of Default occurs, (i) all sums of Principal and Interest and all other amounts payable hereunder multiplied by 150% the then remaining unpaid hereon shall be immediately due and payable, and (ii) The Lender shall have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this Note into fully paid and non-assessable shares of Common Stock. The conversion price shall be the average closing price over the 10 trading days ending on the date of conversion.

9. REMEDIES. If an Event of Default exists, Lender may exercise any right, power or remedy permitted by law or as set forth herein, including, without limitation, the right to declare the entire unpaid principal amount hereof and all interest accrued hereon, to be, and such principal, interest and other sums shall thereupon become, immediately due and payable.

10. MISCELLANEOUS.

10.2. Disclosure of Financial Information. Lender is hereby authorized to disclose any financial or other information about Borrower to any regulatory body or agency having jurisdiction over Lender and to any present, future or prospective participant or successor in interest in any loan or other financial accommodation made by Lender to Borrower, so long as there is a mandatory requirement to provide such disclosure. The information provided may include, without limitation, amounts, terms, balances, payment history, return item history and any financial or other information about Borrower.

10.3. Integration. This Note constitutes the sole agreement of the parties with respect to the transaction contemplated hereby and supersede all oral negotiations and prior writings with respect thereto.

10.4. Borrower’s Obligations Absolute. The obligations of Borrower under this Note shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation:

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10.4.1. any renewal, extension, amendment or modification of, or addition or supplement to or deletion from, this Note, or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof;

10.4.2. any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument or this Note;

10.4.3. any furnishing of any additional security to the Borrower or its assignee or any acceptance thereof or any release of any security by the Lender or its assignee; or

10.4.4. any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof.

10.5. No Implied Waiver. Lender shall not be deemed to have modified or waived any of its rights or remedies hereunder unless such modification or waiver is in writing and signed by Lender, and then only to the extent specifically set forth therein. A waiver in one event shall not be construed as continuing or as a waiver of or bar to such right or remedy in a subsequent event. After any acceleration of, or the entry of any judgment on, this Note, the acceptance by Lender of any payments by or on behalf of Borrower on account of the indebtedness evidenced by this Note shall not cure or be deemed to cure any Event of Default or reinstate or be deemed to reinstate the terms of this Note absent an express written agreement duly executed by Lender and Borrower.

10.6. No Usurious Amounts. Notwithstanding anything herein to the contrary, it is the intent of the parties that Borrower shall not be obligated to pay interest hereunder at a rate which is in excess of the maximum rate permitted by law (the “Maximum Rate”). If by the terms of this Note, Borrower is at any time required to pay interest at a rate in excess of the Maximum Rate, the rate of interest under this Note shall be deemed to be immediately reduced to the Maximum Rate and the portion of all prior interest payments in excess of the Maximum Rate shall be applied to and shall be deemed to have been payments in reduction of the outstanding principal balance, unless Borrower shall notify Lender, in writing, that Borrower elects to have such excess sum returned to it forthwith. Borrower agrees that in determining whether or not any interest payable under this Note exceeds the Maximum Rate, any non-principal payment, including, without limitation, late charges, shall be deemed to the extent permitted by law to be an expense, fee or premium rather than interest.

10.7. Partial Invalidity. The invalidity or unenforceability of any one or more provisions of this Note shall not render any other provision invalid or unenforceable. In lieu of any invalid or unenforceable provision, there shall be automatically added hereto a valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.

10.8. Binding Effect. The covenants, conditions, waivers, releases and agreements contained in this Note shall bind, and the benefits thereof shall inure to, the parties hereto and their respective heirs, executors, administrators, successors and assigns; provided, however, that this Note cannot be assigned by Borrower without the prior written consent of Lender, and any such assignment or attempted assignment by Borrower shall be void and of no effect with respect to Lender.

10.9. Modifications. This Note may not be supplemented, extended, modified or terminated except by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification or discharge is sought.

10.10. Sales or Participations. Lender may, from time to time, sell or assign, in whole or in part, or grant participations in, the Loan, this Note and/or the obligations evidenced thereby. The holder of any such sale, assignment or participation, if the applicable agreement between Lender and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Lender; and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to Borrower, in each case as fully as though Borrower were directly indebted to such holder. Lender may in its discretion give notice to Borrower of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Lender’s or such holder’s rights hereunder.

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10.11. Jurisdiction; etc. Borrower hereby consents that any action or proceeding against him be commenced and maintained in any court in Miami-Dade County Florida and Borrower agrees that the courts in Miami- Dade County Florida shall have jurisdiction with respect to the subject matter hereof and the person of Borrower. Borrower agrees not to assert any defense to any action or proceeding initiated by Lender based upon improper venue or inconvenient forum.

10.12. Notices. All notices from the Borrower to Lender and Lender to Borrower required or permitted by an provision of this Note shall be in writing and sent by registered or certified mail or nationally recognized overnight delivery service and addressed to the address set forth above.

Notice given as hereinabove provided shall be deemed given on the date of its deposit in the United States Mail and, unless sooner actually received, shall be deemed received by the party to whom it is address on the third (3rd) calendar day following the date on which said notice is deposited in the mail, or if a courier system is used, on the date of delivery of the notice. The parties may add, deleted, or alter any address to which notice is to be provided by providing written notice of such change pursuant to the terms of this section.

10.13. Governing Law. This Note shall be governed by and construed in accordance with the substantive laws of the State of Florida without regard to conflict of laws principles.

10.14. Waiver of Jury Trial. BORROWER AND LENDER AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY LENDER OR BORROWER, ON OR WITH RESPECT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. LENDER AND BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS NOTE.

Borrower, intending to be legally bound, has duly executed and delivered this Note as of the day and year first above written.

BORROWER:
EzFill Holdings, Inc.
By:	/s/ Yehuda Levy
Name:	Yehuda Levy
Title:	CEO

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EX-99.1

Exhibit 99.1

August 22, 2023

EzFill Announces 2023 Second Quarter Financial Results

— Revenue Increased 63% year over year to $6.1 Million From $3.8 Million —

— Approx. 1.6 Million Gallons Delivered, Up 102% From Prior Year –

— 20 New Fleet Customers Added in Quarter —

— Net Loss Narrows by $1.4 Million or $0.47 per share —

MIAMI, FL, Aug. 22, 2023 (GLOBE NEWSWIRE) — EzFill Holdings, Inc. (“EzFill” or the “Company”) (NASDAQ: EZFL), a pioneer and emerging leader in the mobile fueling industry, announced today its financial results for the three-month period ended June 30, 2023 (“2Q23” or “second quarter 2023”).

Q2 23 Highlights (in USD, except gallons delivered)

	Q2 2023			Q2 2022
Financial Highlights
Revenue		6,130,661			3,754,431
Net loss		(2,468,811	)		(3,872,670	)
Adjusted EBITDA*		(1,545,807	)		(3,005,630	)
Operating Highlights
Total Gallons Delivered		1,583,320			782,0367

* See end of this press release for reconciliation to US GAAP

Commenting on the second quarter results, Interim CEO Yehuda Levy stated, “Our second quarter financial results reflect improvement in both the comparison to the prior year second quarter, and sequentially from the first quarter of 2023. Of particular note is that we increased our gallons delivered to another record in the second quarter of 2023, which was 102% higher year over year and we increased our margins by $0.13 per gallon. We continue to grow our fleet business, adding 20 new fleet customers in the second quarter of 2023, bringing our total to 54 new fleet customers for the year.

“We continue to work on reducing our overall expenses and improving our operations. The team has helped achieve another quarterly record for both gallons delivered and revenues. We hope to continue our momentum in the coming months.”

Second Quarter 2023 Financial Results

During the second quarter of 2023, the Company reported revenue of $6.1million, up from $3.8 million in the prior year period, a 63% increase, primarily due to a 102% increase in gallons delivered. Total gallons delivered in the second quarter of 2023 were 1,583,320 compared to 782,037 in the prior year period, reflecting new customers in existing and new markets, as well as expansion of certain existing customers to new markets. Average fuel margin per gallon was $0.60 for the quarter an increase of $0.13 per gallon from the previous quarter.

Cost of sales was $5.6 million for the second quarter of 2023 compared to $3.8 million for the prior year period. The increase from the prior year reflects the increase in sales as well as the hiring of additional drivers, primarily in new markets and the cost of fuel.

Operating expenses, excluding depreciation and amortization, were $2.4 million for the second quarter of 2023, compared to $3.4 million in the prior year period. The decrease was primarily due to decreases in payroll, technology expenses, stock compensation and public company expenses as we continue to achieve efficiencies in our operations.

Depreciation and amortization decreased to $0.28 million in the second quarter of 2023 from $0.46 million in the prior year period due to the write-off of intangibles in 2022.

Interest expense increased in the current year due to increased borrowing for truck purchases during 2022.

The net loss in the second quarter of 2023 was $(2.5) million, compared to $(3.9) million in the prior year period. Loss per share improved in the quarter to $(0.71) from $(1.18) in the prior year period.

Adjusted EBITDA loss in the second quarter of 2023 was $(1.5) million as compared to Adjusted EBITDA loss of $(3.0) million in the second quarter of 2022. The improvement in adjusted EBITDA reflects both the improved margin and the operating cost efficiencies.

As previously reported, on April 26, 2023, the Company effected a 1:8 reverse stock split of its common stock. All share related amounts have been adjusted to reflect the reverse stock split.

Balance Sheet

At June 30, 2023, the Company had a cash position of $1.4 million, compared with $4.2 million at year end 2022. The Company had long-term debt of $1.1 million and had outstanding borrowings under its line of credit of $1.0 million as of quarter end. Currently the Company has limited cash and is relying on related party loans to fund its business operations.

About EzFill

With the number of gas stations in the U.S. continuing to decline, corporate giants such as Shell, Exxon, GM, Bridgestone, Enterprise, and Mitsubishi have recognized the increasing shift in consumer behavior and are investing in the fast growing on-demand mobile fueling industry. As the only company to provide fuel delivery in three vertical segments - consumer, commercial, and specialty including marine, we believe EzFill is well positioned to capitalize on the growing demand for convenient and cost-efficient mobile fueling options.

EzFill is a leader in the fast-growing mobile fuel industry, with the largest market share in its home state of Florida. Its mission is to disrupt the gas station fueling model by providing consumers and businesses with the convenience, safety, and touch-free benefits of on- demand fueling services brought directly to their locations. For commercial and specialty customers, at-site delivery during downtimes enables operators to begin their daily operations with fully fueled vehicles. For more information, visit www.ezfl.com.

Forward Looking Statements

This press release contains “forward-looking statements” Forward-looking statements reflect our current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward- looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.

For further information, please contact:

Investor and Media Contact

Telx, Inc.

Paula Luna

Paula@Telxcomputers.com

Note Regarding Use of Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (GAAP), we use non-GAAP measures. Adjusted EBITDA is a non-GAAP financial measure which we use in our financial performance analyses. This measure should not be considered a substitute for GAAP-basis measures, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. We believe that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation, amortization and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability.

The following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three months ended June 30, 2023 and 2022

	Three Months Ended June 30,
	2023			2022
Net loss	$	(2,468,811	)	$	(3,872,670	)
Interest expense		306,547			6,167
Depreciation and amortization		277,608			458,811
Stock compensation		338,849			402,061
Adjusted EBITDA	$	(1,545,807	)	$	(3,005,630	)

	For the Three Months Ended June 30,
	2023			2022
Sales – net	$	6,130,661		$	3,754,431
Costs and Expenses
Cost of sales		5,646,291			3,755,861
General and administrative expenses		2,369,026			3,406,262
Depreciation and amortization		277,608			458,811
Total Costs and Expenses		8,292,925			7,620,934
Loss from operations		(2,162,264	)		(3,866,503	)
Other income (expense) Interest income		14,461			19,754
Interest expense		(308,189	)		(25,921	)
Loss on sale of marketable debt securities		(12,819	)		-
Total other income (expense) – net		(306,547	)		(6,167	)
Net loss	$	(2,468,811	)	$	(3,872,670	)
Loss per share - basic and diluted	$	(0.71	)	$	(1.18	)
Weighted average number of shares - basic and diluted		3,469,490			3,294,252
Comprehensive loss: Net loss	$	(2,468,811	)	$	(3,872,670	)
Change in fair value of debt securities		-			(17,208	)
Total comprehensive loss:	$	(2,468,811	)	$	(3,889,878	)

EzFill Holdings, Inc. and Subsidiary
Consolidated Balance heets

	June 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	1,359,333		$	2,066,793
Investment in debt securities		-			2,120,082
Accounts receivable – net		1,004,114			766,692
Inventory		130,341			151,248
Prepaids and other		263,556			329,351
Total Current Assets		2,757,344			5,434,166
Property and equipment – net		3,994,302			4,589,159
Operating lease - right-of-use asset		411,025			521,782
Deposits		53,017			52,737
Total Assets	$	7,215,688		$	10,597,844
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	974,313		$	1,256,479
Line of credit		1,000,000			1,000,000
Notes payable – net		767,339			811,516
Notes payable – related party		1,171,800			-
Operating lease liability		238,042			230,014
Total Current Liabilities		4,151,494			3,298,009
Long Term Liabilities
Notes payable		1,062,827			1,198,380
Operating lease liability		202,002			316,008
Total Long Term Liabilities		1,264,829			1,514,388
Total Liabilities		5,416,323			4,812,397
Commitments and Contingencies
Stockholders’ Equity
Preferred stock - $0.0001 par value; 5,000,000 shares authorized none issued and outstanding, respectively		-			-
Common stock - $0.0001 par value, 50,000,000 shares authorized 3,791,332 shares issued and 3,641,332 shares outstanding at June 30, 2023 and 3,335,674 shares issued and outstanding at December 31, 2022		379			334
Additional paid-in capital		41,461,729			40,674,864
Accumulated deficit		(39,662,743	)		(34,845,161	)
Accumulated other comprehensive loss		-			(44,590	)
Total Redeemable Common Stock and Stockholders’ Equity		1,799,365			5,785,447
Total Liabilities and Stockholders’ Equity	$	7,215,688		$	10,597,844

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Cover	Aug. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 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	2999 NE 191
Entity Address, Address Line Two	st
Entity Address, Address Line Three	Street
Entity Address, City or Town	Aventura
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33180
City Area Code	305
Local Phone Number	791-1169
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	EZFL
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable