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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): March 24, 2023

 

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.)

 

2999 NE 191st Street, Aventura, Florida 33180

(Address of principal executive offices, including Zip Code)

 

305-791-1169

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 Material Definitive Agreement

 

As previously reported on a Current Report on Form 8-K which was filed with the Securities and Exchange Commission February 17, 2023, EzFill Holdings, Inc. (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $2,096,000, subject to the terms and conditions of the Sales Agreement.

 

On March 24, 2023 the Company and ThinkEquity executed a letter agreement pursuant to which the Sales Agreement was terminated. As of the date of termination of the Sales Agreement, the Company sold an aggregate of $26,601 of its common stock pursuant to the Sales Agreement and issued 67,141 shares of common stock.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

No.   Description
     
10.1   Notice of Termination of Sales of Sales Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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.

 

  EZFILL HOLDINGS, INC.
   
Date: March 29, 2023 By: /s/ Michael McConnell
  Name: Michael McConnell
  Title: Chief Executive Officer