EzFill Holdings Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Item 15. Exhibits, Financial Statement Schedules
a) Financial Statements
| 1) | Financial statements for our Company are listed in the index under Item 8 of this document. |
| 2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
b) Exhibits
| Exhibit Number | Description |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021. |
| 3.2 | Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021. |
| 3.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 16, 2021. |
| 4.3 | Description of Registrant’s Securities (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form 10-K filed with the Securities and Exchange Commission on March 20, 2023). |
| 10.1 | EZFill Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference to 8-K filed June 7, 2022). |
| 10.2 | Material Services Agreement between South Florida Motorsports, LLC and EzFill Holdings, Inc. (incorporated by reference to 8-K filed January 25, 2023). |
| 10.3 | Consulting Agreement by and between EzFill Holdings, Inc. and Lunar Project LLC dated January 27, 2023 (incorporated by reference to 8-K filed January 27, 2023). |
| 10.4 | Form of Non-Qualified Stock Option Agreement (incorporated by reference to 8-K filed January 27, 2023). |
| 10.5 | Consulting Agreement between Mountain Views Strategy Ltd. And EzFill Holdings, Inc. (incorporated by reference to 8-K filed February 16, 2023). |
| 10.6 | Promissory Note between Farkas Group, Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 10, 2023). |
| 10.7 | Promissory Note in the principal amount of $1,500,000 dated April 19, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed April 21, 2023). |
| 10.8 | Securities Purchase Agreement, between EzFill Holdings, Inc. and AJB Capital Investments, LLC, dated April 19, 2023 (incorporated by reference to 8-K filed April 21, 2023). |
| 10.9 | Security Agreement between EzFill Holdings Inc., and AJB Capital Investments, LLC dated April 19, 2023 (incorporated by reference to 8-K filed April 21, 2023). |
| 10.10 | Employment Agreement between Avishai Vaknin and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023). |
| 10.11 | Services Agreement between Telx Computers Inc. and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023). |
| 10.12 | Employment Agreement between Yehuda Levy and EzFill Holdings, Inc. (incorporated by reference to 8-K filed April 25, 2023). |
| 10.13 | Amended and Restated Promissory Note dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 18, 2023). |
| 10.14 | Amendment to the Securities Purchase Agreement dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed May 18, 2023). |
| 10.15 | Amendment to Consulting Services Agreement dated May 15, 2023 between EzFill Holdings, Inc. and Mountain Views Strategy Ltd. (incorporated by reference to 8-K filed May 18, 2023). |
| 10.16 | Loan Agreement between Stripe, Inc. and EzFill Holdings, Inc. dated June 14, 2023 (incorporated by reference to 8-K filed June 20, 2023). |
| 10.17 | Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC (incorporated by reference to 8-K filed July 11, 2023). |
| 10.18 | Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC (incorporated by reference to 8-K filed August 3, 2023). |
| 10.19 | Amendment to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed August 4, 2023). |
| 10.20 | Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 23, 2023 (incorporated by reference to 8-K filed August 24, 2023). |
| 10.21 | Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 30, 2023 (incorporated by reference to 8-K filed September 6, 2023). |
| 10.22 | Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated September 6, 2023 (incorporated by reference to 8-K filed September 7, 2023). |
| 10.23 | Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated September 13, 2023 (incorporated by reference to 8-K filed September 15, 2023). |
| 10.24 | Amendment to the Securities Purchase Agreement dated September 18, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed September 21, 2023). |
| 10.25 | Securities Purchase Agreement effective October 25, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed November 3, 2023). |
| 10.26 | Promissory Note dated November 3, 2023 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed November 3, 2023). |
| 10.27+ | Securities Purchase Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023). |
| 10.28+ | Promissory Note dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023). |
| 10.29 | Second Amendment to the Security Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed October 18, 2023). |
| 10.30 | Amended and Restated Exchange Agreement dated November 2, 2023 by and among EzFill Holdings, Inc., all members of Next Charging LLC and Michael Farkas, an individual, as the representative of the members of Next Charging LLC (incorporated by reference to 8-K filed November 8, 2023). |
| 10.31 | 2023 Equity Incentive Plan (incorporated by reference to 8-K filed June 6, 2023). |
| 10.32 | Promissory Note, dated December 4, 2023 (incorporated by reference to 8-K filed December 6, 2023). |
| 10.33 | Promissory Note, dated December 13, 2023 (incorporated by reference to 8-K filed December 14, 2023). |
| 10.34 | Promissory Note, dated December 18, 2023 (incorporated by reference to 8-K filed December 18, 2023). |
| 10.35 | Promissory Note, dated December 20, 2023 (incorporated by reference to 8-K filed December 22, 2023). |
| 10.36 | Promissory Note, dated December 27, 2023 (incorporated by reference to 8-K filed December 27, 2023). |
| 10.37 | Promissory Note, dated January 5, 2024 (incorporated by reference to 8-K filed January 8, 2024). |
| 10.38 | Global Amendment 1 dated January 11, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed January 17, 2024). |
| 10.39 | Global Amendment 2 dated January 11, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed January 17, 2024). |
| 10.40 | Promissory Note dated January 16, 2024 between EzFill Holdings, Inc. and Next Charging LLC. (incorporated by reference to 8-K filed January 17, 2024). |
| 10.41 | Global Amendment dated January 17, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed January 17, 2024). |
| 10.42 | Promissory Note, dated January 25, 2024 (incorporated by reference to 8-K filed January 31, 2024). |
| 10.43 | Promissory Note, dated February 7, 2024 (incorporated by reference to 8-K filed February 12, 2024). |
| 10.44 | Promissory Note, dated February 20, 2024 (incorporated by reference to 8-K filed February 23, 2024). |
| 10.45 | Global Amendment 1 dated February 19, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed February 23, 2024). |
| 10.46 | Global Amendment dated February 19, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC (incorporated by reference to 8-K filed February 23, 2024). |
| 10.47 | Promissory Note dated February 28, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed March 6, 2024). |
| 10.48 | Promissory Note dated March 8, 2024 between EzFill Holdings, Inc. and Next Charging LLC (incorporated by reference to 8-K filed March 14, 2024). |
| 10.49 | Promissory Note dated March 15, 2024 between EzFill Holdings, Inc. and NextNRG Holding Corp (incorporated by reference to 8-K filed March 18, 2024). |
| 97.1 | Clawback policy |
| 21 | List of Subsidiaries incorporated by reference to Exhibit 21 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021. |
| 23.1 | Consent of M&K CPAs, PLLC |
| 31.1* | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. |
| 31.2* | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. |
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Definition Link |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith
** Furnished herewith
- Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been omitted because it is both not material and the type of information that the Company treats as private or confidential.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 1st day of April 2024.
| EZFILL HOLDINGS, INC. | |
|---|---|
| By: | /s/ Yehuda Levy |
| Yehuda Levy | |
| Chief Executive Officer and Director | |
| (Principal Executive Officer) | |
In accordance with the Exchange Act, this Report has been signed below by the following persons on April 1, 2024 on behalf of the registrant and in the capacities indicated.
| By: | /s/ Yehuda Levy |
|---|---|
| Yehuda Levy | |
| Chief Executive Officer and Director | |
| (Principal Executive Officer) |
| By: | /s/ Michael Handelman |
|---|---|
| Michael Handelman | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
| By: | /s/ Bennett Kurtz |
|---|---|
| Bennett Kurtz | |
| Director |
| By: | /s/ Jack Leibler |
|---|---|
| Jack Leibler | |
| Director |
| By: | /s/ Sean Oppen |
|---|---|
| Sean Oppen | |
| Director |
| By: | /s/ Daniel Arbour |
|---|---|
| Daniel Arbour | |
| Director |
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