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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): May 22, 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.
On
May 22, 2024, EzFill Holdings, Inc. (the “Company”) and NextNRG Holding Corp. (formerly Next Charging, LLC) (“Next”)
entered into a letter agreement whereby the Next agreed that all of the notes owed by the Company to Next shall not become due and payable
upon the successful completion of the Company’s public offering as contemplated under the Form S-1 filed with the SEC in relation
to such public offering. The Company and Next agreed that instead of the notes becoming due and payable upon completion of such public
offering by the Company, the notes shall continue to be extended by two-month periods until such time as Next provides notice pursuant
to such notes.
Michael
Farkas is the chief executive officer and the controlling shareholder of Next (the “CEO”). The CEO is also the beneficial
owner of approximately 20% 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 the Securities and Exchange Commission on August 16, 2023, on August 10, 2023, and on November
8, 2023, the Company, the members of Next (a limited liability company at the time of such filings) and the CEO (the managing member
of Next at the time), as an individual and also as the representative of the members of Next, entered into an Exchange Agreement (the
“Exchange Agreement”), pursuant to which the Company agreed to acquire from such members of Next 100% of the membership interests
of Next in exchange for the issuance by the Company to the members of Next 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 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
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 10.1.
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
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:
May 29, 2024
| EZFILL
HOLDINGS, INC. |
|
| |
|
| By: |
/s/
Yehuda Levy |
|
| Name:
|
Yehuda
Levy |
|
| Title: |
Interim
Chief Executive Officer |
|
