Form 8-K - Current report

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 9, 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 9, 2024, the Company and AJB Capital Investments, LLC, (“AJB”) entered into a global amendment (the “AJB Global Amendment”) to the promissory notes dated as of April 19, 2023, as amended by the amended and restated promissory note dated May 17, 2023, September 22, 2023 and October 13, 2023 (each an “AJB Note” and collectively the “AJB Notes”). The AJB Notes were further amended by global amendments dated January 17, 2024 and February 19, 2024 (the “Prior Global Amendments”).

The AJB Global Amendment extended the maturity dates of the AJB Notes to July 17, 2024. In exchange for the extensions, the Company agreed to issue 165,000 shares of the Company’s common stock to AJB (the “Extension Shares”). AJB will never possess an amount of shares greater than 9.99% of the issued and outstanding shares of the Company. This ownership restriction can be waived by AJB, in whole or in part, upon 61 days’ prior written notice. In addition, the Company shall not issue such shares until such time as AJB’s ownership is less than 9.99%. It will be considered an immediate default if the Extension Shares are not delivered to AJB within two business days following such request. The Extension Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s common stock. The Extension Shares were deemed fully earned as of May 9, 2024. The Extension Shares are in addition to any other shares of common stock of the Company owed to AJB pursuant to the AJB Notes, the Prior Global Amendments or any other documents or agreements executed in connection therewith.

The information set forth above is qualified in its entirety by reference to the AJB Global Amendment, which is incorporated herein by reference and attached hereto as Exhibit 10.1.

Item 2.02 Results of Operations and Financial Condition

On May 15, 2024, EzFill Holdings, Inc. (the “Company”), issued a press release announcing its financial results for the quarter ended March 31, 2024. 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 item 2.02 of 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 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard.

As previously disclosed in its Form 8-K filed on August 23, 2023, the Nasdaq Listing Qualifications staff (“Staff”) in its letter dated August 22, 2023 notified the Company that it did not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”). On October 1, 2023 and January 19, 2024, the Company submitted its compliance plan to Nasdaq. Based on Staff’s review and the materials submitted by the Company, the Staff granted the Company’s request for an extension until February 20, 2024, to comply with the Stockholders’ Equity Requirement. On February 21, 2024, the Company was further notified that because it had not regained compliance with the Stockholders’ Equity Requirement, its securities would be delisted unless it requested a hearing. On February 28, 2024, the Company requested a hearing before the Nasdaq Hearings Panel (“Panel”), which was held on May 2, 2024.

Based on the Company’s submissions, the Panel in its letter dated May 13, 2024 granted the Company an extension of time until July 12, 2024 to regain compliance with the Stockholders’ Equity Requirement subject to certain terms mentioned in the letter.

There can be no assurance that the Company will evidence compliance with the Stockholders’ Equity Requirement during any extension period that Nasdaq may grant, and the Company’s common stock may be subject to delisting in the absence of such compliance.

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

Exhibit No.		Description
10.1		Global Amendment dated May 9, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC
99.1		Press Release dated May 15, 2024
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: May 15, 2024

EZFILL HOLDINGS, INC.

By:	/s/ Yehuda Levy
Name:	Yehuda Levy
Title:	Interim Chief Executive Officer

Exhibit 10.1

GLOBAL AMENDMENT TO PROMISSORY NOTES

This GLOBAL AMENDMENT TO PROMISSORY NOTES (the “Amendment”) is dated effective as of May 9, 2024 (the “Amendment Effective Date”), by and between EzFill Holdings, Inc., a Delaware Corporation (the “Company”) and AJB Capital Investments, LLC, a Delaware limited liability company (“AJB” and together with the Company, the “Parties”).

WHEREAS, the Company and AJB entered into and executed that certain Promissory Note, dated as of April 19, 2023 (the “April 2023 Note”), and as amended by that certain Amended and Restated Promissory Note, dated May 17, 2023 (the “Amended and Restated Note”); and

WHEREAS, on September 22, 2023, the Company issued to AJB an additional Promissory Note in a principal amount of up to $600,000 (the “September 2023 Note”); and

WHEREAS, on October 13, 2023, the Company issued to AJB an additional Promissory Note in a principal amount of up to $320,000 (the “October 2023 Note,” and together with the April 2023 Note, the Amended and Restated Note, and the September 2023 Note, the “Notes”); and

WHEREAS, on each of January 17, 2024, and February 19, 2024, the Parties entered into a Global Amendment to Promissory Notes to amend certain terms of the Notes (the “Prior Global Amendments”); and

WHEREAS, the Company and AJB would like to further amend the Notes as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.

2. Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Notes, except as otherwise specifically set forth herein.

3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the Notes, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.

4. Extension. The Maturity Date of each of the Notes is hereby extended to July 17, 2024.

5. Consideration for Extension. As consideration for the extension set forth in Section 4 hereof, the Company agrees to issue to AJB 165,000 shares of Common Stock (the “Extension Shares”). Upon request by the Holder, the Company shall instruct its transfer agent (the “Transfer Agent”) to issue from time to time following the Amendment Effective Date, share certificate(s) or book entry statement(s) for an aggregate amount of 165,000 shares of Common Stock, such that the Holder shall never be in possession of an amount of Common Stock greater than 9.99% of the issued and outstanding Common Stock of the Company; provided, however that (i) this ownership restriction described in this Section may be waived by Holder, in whole or in part, upon 61 days’ prior written notice, or (ii) the Company shall not issue such shares until such time as Holder’s ownership is less than 9.99%. In the event any certificate or book entry statement representing the Extension Shares issuable hereunder shall not be delivered to the Holder within two (2) Business Days following any request hereunder, the same shall be an immediate default under this Amendment, the Notes, and any other documents or agreements executed in connection with the transactions contemplated hereunder (the “Transaction Documents”). The Extension Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Extension Shares shall be deemed fully earned as of the date hereof. For the avoidance of doubt, the foregoing described Extension Shares are in addition to any other shares of Common Stock owing to AJB pursuant to the Notes, the Prior Global Amendments or any other documents or agreements executed in connection therewith.

If necessary, the Company shall obtain shareholder approval and make all the necessary regulatory filings relating to the issuance of the Extension Shares.

6. Not a Novation. This Amendment is a modification of the Notes only and not a novation.

7. Effect on Notes and Transaction Documents. Except as expressly amended by this Amendment, all of the terms and provisions of the Notes and the Transaction Documents shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.

8. Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’ signature page was an original thereof.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

AJB CAPITAL INVESTMENTS, LLC

By:	/s/ Ari Blaine
Name:	Ari Blaine
Title:	Partner

EZFILL HOLDINGS, INC.

By:	/s/ Yehuda Levy
Name:	Yehuda Levy
Title:	Interim Chief Executive Officer

Exhibit 99.1

EzFill Announces 2024 First Quarter Financial Results

-- Revenue Increased 26% Year Over Year to $6.6 Million From $5.2 Million --

-- Gross Profit Increased 184% From The Prior Year Period --

-- 1.66 Million Gallons Delivered, Up 26% From The Prior Year Period –

-- 22 New Fleet Customers Added in Quarter --

-- Net Loss Narrows by Approx. $0.5 Million, a 19% Decrease From The Prior Year Period –

-- Loss Per Share Improves 35% from $(0.70) to $(0.45) --

MIAMI, FL, May 15, 2024 – 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 March 31, 2024 (“1Q24” or “first quarter 2024”).

1Q 24 Highlights (in US$, except gallons delivered)

	Q1 2024			Q1 2023
Financial Highlights
Revenue		6,597,119			5,231,334
Net loss		(1,899,122	)		(2,348,771	)
Adjusted EBITDA*		(1,162,140	)		(1,833,874	)
Operating Highlights
Total Gallons Delivered		1,660,617			1,313,962

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

Commenting on the first quarter results, Interim CEO Yehuda Levy stated, “In Q1 2024 we continued our growth, this was achieved due to the dedicated efforts of our team and the support of our customers. Our pursuit of excellence, coupled with our commitment to innovation, has propelled us to achieve continuously better and better results. We remain steadfast in our mission to keep growing this amazing company. We signed some exciting account and relationships during the quarter, and for the second year, we provided mobile fueling services for the Formula 1 Crypto.com Miami Grand Prix.”

First Quarter 2024 Financial Results

During the first quarter of 2024, the Company reported revenue of $6.6 million, up from $5.2 million in the prior year period, a 26% increase, primarily due to a 26% increase in gallons delivered. Total gallons delivered in the first quarter of 2024 were 1,660,617 compared to 1,313,962 in the prior year period, reflecting new customers in existing and newly developed markets. Average fuel margin per gallon was $0.59 for the quarter, up from $0.47 in the prior year period.

Cost of sales was $6.1 million for the first quarter of 2024 compared to $5.1 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. Our gross profit improved year over year due to higher fuel revenue as well as increased delivery fees and driver efficiency.

Operating expenses, excluding depreciation and amortization, were $1.5 million for the first quarter of 2024, compared to $2.2 million in the prior year period. The decrease was primarily due to decreases in payroll, stock compensation, marketing and public company expenses as we continue to achieve efficiencies in our operations.

Depreciation and amortization increased to $0.28 million in the first quarter of 2024 from $0.27 million in the prior year period.

Interest expense increased to $0.7 million in the first quarter of 2024 from $0.05 million in the prior period due to increased borrowing from related parties.

The net loss in the first quarter of 2024 was $(1.9) million, compared to $(2.3) million in the prior year period an improvement of approx. 20%. Loss per share improved in the quarter to $(0.45) from $(0.70) in the prior year period.

Adjusted EBITDA loss in the first quarter of 2024 was $(1.2) million as compared to Adjusted EBITDA loss of $(1.8) million in the first quarter of 2023, an improvement of approx. 37%. The improvement in adjusted EBITDA reflects both the improved margin and the operating cost efficiencies.

Balance Sheet

At March 31, 2024, the Company had a cash position of $0.05 million, compared with $0.2 million at year end 2023. The Company had $0.6 million of long-term debt as of the quarter end.

About EzFill

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.

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, in companies such as Booster and Yoshi. As the only company to provide fuel delivery in three verticals – consumer, commercial, and specialty including marine and construction equipment, we believe EzFill is well positioned to capitalize on the growing demand for convenient and cost-efficient mobile fueling options.

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 except as may be required under applicable securities law.

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 March 31, 2024 and 2023:

	Three Months Ended March 31,
	2024			2023
Net loss	$	(1,899,122	)	$	(2,348,771	)
Interest expense		659,153			49,749
Depreciation and amortization		276,522			273,087
Stock compensation		147,334			192,061
Adjusted EBITDA	$	(1,162,140	)	$	(1,833,874	)

Gallons delivered		1,660,617			1,313,962
Average fuel margin per gallon	$	0.59		$	0.47

EzFill Holdings, Inc. and Subsidiary

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	For the Three Months Ended March 31,
	2024			2023

Sales - net	$	6,597,119		$	5,231,334

Costs and expenses
Cost of sales		6,135,335			5,068,783
General and administrative expenses		1,489,031			2,196,646
Depreciation and amortization		276,522			273,087
Total costs and expenses		7,900,888			7,538,516

Loss from operations		(1,303,769	)		(2,307,182	)

Other income (expense)
Interest income		-			8,160
Other income		63,800			-
Interest expense		(659,153	)		(49,749	)
Total other income (expense) - net		(595,353	)		(41,589	)

Net loss	$	(1,899,122	)	$	(2,348,771	)

Loss per share - basic and diluted	$	(0.45	)	$	(0.70	)

Weighted average number of shares - basic and diluted		4,256,304			3,342,924

Comprehensive loss:
Net loss	$	(1,899,122	)	$	(2,348,771	)
Change in fair value of debt securities		-			31,062
Total comprehensive loss:	$	(1,899,122	)	$	(2,317,709	)

EzFill Holdings, Inc. and Subsidiary

Consolidated Balance Sheets

	March 31, 2024			December 31, 2023
	(Unaudited)

Assets

Current Assets
Cash	$	48,613		$	226,985
Accounts receivable - net		1,533,924			1,192,340
Inventory		153,964			134,057
Prepaids and other		508,198			220,909
Total Current Assets		2,244,699			1,774,291

Property and equipment - net		3,045,332			3,310,187

Operating lease - right-of-use asset		239,542			297,394

Operating lease - right-of-use asset - related party		268,009			286,397

Deposits		49,063			49,063

Total Assets	$	5,846,645		$	5,717,332

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued expenses	$	1,219,180		$	845,275
Accounts payable and accrued expenses - related parties		137,211			72,428
Notes payable - net		673,773			946,228
Notes payable - related parties - net		6,237,234			4,802,115
Operating lease liability		246,880			246,880
Operating lease liability - related party		73,595			72,034
Total Current Liabilities		8,587,873			6,984,960

Long Term Liabilities
Notes payable - net		353,558			353,490
Operating lease liability		20,347			69,128
Operating lease liability - related party		196,968			215,960
Total Long Term Liabilities		570,873			638,578

Total Liabilities		9,158,746			7,623,538

Commitments and Contingencies

Stockholders’ Deficit
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 4,708,192 and 4,516,531 shares issued and outstanding, respectively		470			451
Common stock issuable		26			26
Additional paid-in capital		43,903,575			43,410,367
Accumulated deficit		(47,216,172	)		(45,317,050	)
Total Stockholders’ Deficit		(3,312,101	)		(1,906,206	)

Total Liabilities and Stockholders’ Deficit	$	5,846,645		$	5,717,332

Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
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	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
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false