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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 15, 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.
Promissory
Note dated May 15, 2024:
On
May 15, 2024, EzFill Holdings, Inc. (the “Company”) and NextNRG Holding Corp. (formerly Next Charging, LLC) (“Next”)
entered into a promissory note (the “May 15 Note”) for the sum of $165,000 (the “Loan”) to be used for the Company’s
working capital needs. The May 15 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate
original principal amount of the Loan. The unpaid principal balance of the May 15 Note has a fixed rate of interest of 8% per annum for
the first nine months, afterward, the May 15 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless
the May 15 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 15
Note, along with accrued interest, will be due on July 15, 2024 (the “Maturity Date”). The Maturity Date will automatically
be extended for 2 month periods, unless Next sends 10 days written notice, prior to the end of any 2 month period, that it does not wish
to extend the May 15 Note, at which point the end of the then current 2 month period shall be the Maturity Date. Notwithstanding the
foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through
the Maturity Date will be immediately due.
If
the Company defaults on the May 15 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied
by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid principal,
interest, penalties, and all other amounts under the May 15 Note into fully paid and non-assessable shares of the Company’s common
stock. The conversion price shall equal the greater of the average VWAP over the ten (10) Trading Day period prior to the conversion
date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price
of the Company’s Common Stock on the Nasdaq Capital Market on the date of the May 15 Note.
The
Company has agreed to issue 52,000 shares of its common stock to Next (the “Commitment Fee Shares”). The Commitment Fee Shares,
when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment
Fee Shares were deemed fully earned as of May 15, 2024.
The
Company and Next have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other
transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such
limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock
to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this May 15 Note must be repaid in cash at the
request of Next.
The
May 15 Note contains a protection for Next in the event the Company effectuates a split of its common stock. In the event of a stock
split, if the May 15 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion
under the May 15 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.
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.
Promissory
Note dated May 20, 2024:
On
May 20, 2024, EzFill Holdings, Inc. (the “Company”) and NextNRG Holding Corp. (formerly Next Charging, LLC) (“Next”)
entered into a promissory note (the “May 20 Note”) for the sum of $165,000 (the “Loan”) to be used for the Company’s
working capital needs. The May 20 Note has an original issue discount (“OID”) equal to $15,000, which is 10% of the aggregate
original principal amount of the Loan. The unpaid principal balance of the May 20 Note has a fixed rate of interest of 8% per annum for
the first nine months, afterward, the May 20 Note will begin to accrue interest on the entire balance at 18% per annum.
Unless
the May 20 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the May 20
Note, along with accrued interest, will be due on July 20, 2024 (the “Maturity Date”). The Maturity Date will automatically
be extended for 2 month periods, unless Next sends 10 days written notice, prior to the end of any 2 month period, that it does not wish
to extend the May 20 Note, at which point the end of the then current 2 month period shall be the Maturity Date. Notwithstanding the
foregoing, upon the Company completing a capital raise of at least $3,000,000, the entire outstanding principal and interest through
the Maturity Date will be immediately due.
If
the Company defaults on the May 20 Note, (i) the unpaid principal and interest sums, along with all other amounts payable, multiplied
by 150% will be immediately due, and (ii) Next will have the right to convert all or any part of the outstanding and unpaid principal,
interest, penalties, and all other amounts under the May 20 Note into fully paid and non-assessable shares of the Company’s common
stock. The conversion price shall equal the greater of the average VWAP over the ten (10) Trading Day period prior to the conversion
date; or $0.70 (the “Floor Price”). Notwithstanding the foregoing, the conversion price shall not exceed the closing price
of the Company’s Common Stock on the Nasdaq Capital Market on the date of the May 20 Note.
The
Company has agreed to issue 52,000 shares of its common stock to Next (the “Commitment Fee Shares”). The Commitment Fee Shares,
when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. The Commitment
Fee Shares were deemed fully earned as of May 20, 2024.
The
Company and Next have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other
transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such
limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock
to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this May 20 Note must be repaid in cash at the
request of Next.
The
May 20 Note contains a protection for Next in the event the Company effectuates a split of its common stock. In the event of a stock
split, if the May 20 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion
under the May 20 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.
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 May 15 Note and the May 20 Note, which are incorporated
herein by reference and attached hereto as Exhibit 10.1 and Exhibit 10.2.
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 21, 2024
| EZFILL
HOLDINGS, INC. |
|
| |
|
| By: |
/s/
Yehuda Levy |
|
| Name:
|
Yehuda
Levy |
|
| Title: |
Interim
Chief Executive Officer |
|
Exhibit
10.1
PROMISSORY
NOTE
FOR
VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida
33169 (the “Borrower”), hereby promises to pay to the order of, the NextNRG Holding Corp. a Nevada corporation having
an address of 407 Lincoln Road, Ste 9F, 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 $165,000.00 (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. $15,000).
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 July 15, 2024 (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 (as adjusted, the “Conversion Price”) shall equal the greater of the average VWAP over the ten (10) Trading
Day period prior to the conversion date; or (b) $0.70 (the “Floor Price”). Notwithstanding anything to the contrary contained
in this Note the Lender and the Borrower agree that the total cumulative number of Common Shares issued to Lender hereunder together
with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”),
except that such limitation will not apply following Shareholder Approval. If the Borrower is unable to obtain Shareholder Approval to
issue Common Shares to the Lender in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance of this Note must be repaid in
cash at the request of the Lender. Notwithstanding anything to the contrary set forth herein, the Conversion Price shall not exceed the
closing price of EzFill’s common stock on the Nasdaq on the date of this Note.
9.
COMMITMENT SHARES. It is agreed that the Company shall issue 52,000 shares of Common Stock to Lender (the “Commitment
Fee Shares”). The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares
of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the date hereof.
10.
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.
11.
MISCELLANEOUS.
11.2.
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.
11.3.
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.
11.4.
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:
11.4.1.
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;
11.4.2.
any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument or this
Note;
11.4.3.
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
11.4.4.
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.
11.5.
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.
11.6.
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.
11.7.
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.
11.8.
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.
11.9.
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.
11.10.
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.
11.11.
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.
11.12.
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.
11.13.
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.
11.14.
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.
11.15.
Adjustment Due to Stock Split by Borrower. If, at any time when this Note is issued and outstanding and prior to conversion of
all of the Notes Borrower shall: (i) subdivides outstanding shares of its Common Stock into a larger number of shares, or (ii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then in each case the number
of shares and the price for any conversion under this Note shall be adjusted in alignment with, in accordance with, and by the same ratios
or multipliers of, any such subdivision, split, reverse split set forth in items (i) and (ii) of this subsection.
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 |
|
Exhibit
10.2
PROMISSORY
NOTE
FOR
VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 67 NW 183rd St., Aventura, Florida
33169 (the “Borrower”), hereby promises to pay to the order of, the NextNRG Holding Corp. a Nevada corporation having
an address of 407 Lincoln Road, Ste 9F, 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 $165,000.00 (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. $15,000).
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 July 20, 2024 (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 (as adjusted, the “Conversion Price”) shall equal the greater of the average VWAP over the ten (10) Trading
Day period prior to the conversion date; or (b) $0.70 (the “Floor Price”). Notwithstanding anything to the contrary contained
in this Note the Lender and the Borrower agree that the total cumulative number of Common Shares issued to Lender hereunder together
with all other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”),
except that such limitation will not apply following Shareholder Approval. If the Borrower is unable to obtain Shareholder Approval to
issue Common Shares to the Lender in excess of the Nasdaq 19.99% Cap, any remaining outstanding balance of this Note must be repaid in
cash at the request of the Lender. Notwithstanding anything to the contrary set forth herein, the Conversion Price shall not exceed the
closing price of EzFill’s common stock on the Nasdaq on the date of this Note.
9.
COMMITMENT SHARES. It is agreed that the Company shall issue 52,000 shares of Common Stock to Lender (the “Commitment
Fee Shares”). The Commitment Fee Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares
of the Company’s Common Stock. The Commitment Fee Shares shall be deemed fully earned as of the date hereof.
10.
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.
11.
MISCELLANEOUS.
11.2.
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.
11.3.
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.
11.4.
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:
11.4.1.
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;
11.4.2.
any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument or this
Note;
11.4.3.
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
11.4.4.
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.
11.5.
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.
11.6.
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.
11.7.
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.
11.8.
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.
11.9.
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.
11.10.
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.
11.11.
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.
11.12.
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.
11.13.
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.
11.14.
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.
11.15.
Adjustment Due to Stock Split by Borrower. If, at any time when this Note is issued and outstanding and prior to conversion of
all of the Notes Borrower shall: (i) subdivides outstanding shares of its Common Stock into a larger number of shares, or (ii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then in each case the number
of shares and the price for any conversion under this Note shall be adjusted in alignment with, in accordance with, and by the same ratios
or multipliers of, any such subdivision, split, reverse split set forth in items (i) and (ii) of this subsection.
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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Grafico Azioni EzFill (NASDAQ:EZFL)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni EzFill (NASDAQ:EZFL)
Storico
Da Dic 2023 a Dic 2024
