Current Report Filing (8-k)
20 Junio 2023 - 9:43AM
Edgar (US Regulatory)
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2023-06-14
2023-06-14
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iso4217:USD
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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): June 14, 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 a Material Definitive Agreement.
To
the extent required by this Item 1.01, the information contained in Item 2.03 is incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
EzFill
Holdings, Inc. (the “Company”) and Stripe, Inc. (the “Lender”) entered into a Loan Agreement (the “Loan
Agreement”) on June 14, 2023, wherein, the Lender has agreed to loan the Company $250,000 for working capital purposes (the “Loan”).
Pursuant to the Loan Agreement, the Lender will automatically withhold 8.9% of the Company’s daily funds arising from sales through
the Lender’s payment processing services (the “Merchant Receivables”) until the Company’s total repayment amount
of $275,250 is repaid. The repayment start date is June 21, 2023 and the final repayment date is December 12, 2024.
As
security for the Company’s Loan, Celtic Bank, the originator and creditor of the Loan, and each subsequent owner of any portion
of the Loan has a security interest in the following, whether existing now or in the future, and wherever located: (i) all Merchant Receivables
and all accounts and payment intangibles; (ii) the Company’s account with the Lender and all funds held therein; (iii) all proceeds
of any of the prior listed items; and (iv) all business assets wherever located.
The
Lender can determine that the Company is in default of the Loan Agreement if any of the following occur: (i) breach of the Loan Agreement;
(ii) failure to repay the minimum payment amounts owed when due; (iii) failure to repay the outstanding balance when due; (iv) file for
bankruptcy or dissolution; (v) misrepresent a fact in the loan application or maintain an account with the Lender using inaccurate or
false information; or (vi) pose an unacceptable regulatory, reputation or financial risk. Should the Lender determine the Company has
defaulted, then the Lender may (1) initiate a temporary or permanent increase in the Company’s Repayment Rate or request for additional
payments on the Outstanding Balance; (2) demand immediate repayment of the Outstanding Balance; (3) debit any past due amounts from the
Company’s associated bank account; and/or (4) temporarily or permanently increase the Company’s percentage of daily Merchant
Receivables withheld to repay its Loan.
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:
June 20, 2023
| EZFILL HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
Arthur Levine |
|
| Name: |
Arthur
Levine |
|
| Title: |
Chief
Financial Officer |
|
EzFill (NASDAQ:EZFL)
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