Business Context and Reporting Period
This Form 8-K is filed by EzFill Holdings, Inc. (not NextNRG, Inc.) on August 22, 2023. The company is an emerging growth company incorporated in Delaware. The report details a material definitive agreement entered into on August 23, 2023, and references financial results for the quarter ended June 30, 2023, which were announced via a press release on August 22, 2023.
Key Financial Metrics and Obligations
- New Debt Obligation: The Company entered into a promissory note for a principal amount of $110,000 with Next Charging, LLC.
- Original Issue Discount (OID): The note includes a $10,000 OID (10% of principal).
- Interest Rates: Fixed at 8% per annum for the first nine months, increasing to 18% per annum thereafter on the entire balance.
- Maturity Date: October 23, 2023, with automatic 2-month extensions unless the lender provides 10 days' written notice to the contrary.
- Financial Results: Specific revenue, profit, cash flow, and margin figures for the quarter ended June 30, 2023, are not provided in this filing text; they are referenced in an attached press release (Exhibit 99.1).
Material Changes and Related Party Transactions
The filing discloses a significant related-party transaction. The lender, Next Charging, LLC, is managed by Michael Farkas, who is the beneficial owner of approximately 24% of the Company's outstanding common stock. Additionally, the Company previously agreed (August 10, 2023) to acquire 100% of Next Charging's membership interests in exchange for common stock. As of the filing date, this acquisition closing had not occurred.
Terms, Risks, and Contingencies
- Acceleration Trigger: The entire outstanding principal and interest become immediately due if the Company completes a capital raise (debt or equity) of at least $3,000,000.
- Default Consequences: In the event of default, the unpaid balance increases by 150%. Furthermore, the lender has the right to convert the outstanding principal, interest, and penalties into Company common stock.
- Conversion Price: Defined as the average closing price over the 10 trading days ending on the date of conversion.
- Management Commentary: The filing does not contain specific management commentary on operations beyond the reference to the press release.
Investor Verification Checklist
- Verify the actual financial performance metrics (revenue, net income, cash flow) in the press release attached as Exhibit 99.1, as they are not detailed in this text.
- Confirm the status of the proposed acquisition of Next Charging, LLC, which was pending as of August 22, 2023.
- Monitor the Company's capital raise activities, as raising $3,000,000 or more will trigger immediate repayment of the $110,000 note.
- Review the full text of the Promissory Note (Exhibit 4.1) for additional covenants or conditions not summarized here.