EzFill enters $165K promissory note with NextNRG; related-party, OID 10%, convertible on default

NEXTNRG, INC.

Borrowed $165K from NextNRG (controlled by CEO Michael Farkas, who owns ~20% of EzFill) for working capital.
Note has $15K OID (10%), 8% interest first 9 months then 18%; maturity June 8, 2024 with automatic 2-month extensions.
Upon default, outstanding balance multiplies by 150%; conversion at the greater of 10-day VWAP or $0.70 floor (max $2.80).
Issues 52,000 commitment fee shares to NextNRG, deemed fully earned as of April 8, 2024.
Conversion shares capped at Nasdaq 19.99% unless shareholder approved; cash repayment if approval not obtained.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NEXTNRG, INC. entered into Note with NextNRG Holding Corp. (formerly Next Charging, LLC) (“Next”) valued at $165,000 (effective 2024-04-08).

Action: entry
Agreement: notes offering
Counterparty: NextNRG Holding Corp. (formerly Next Charging, LLC) (“Next”)
Value: $165,000
Effective: 2024-04-08

Exact text from the filing

On April 8, 2024, EzFill Holdings, Inc. (the “Company”) and NextNRG Holding Corp. (formerly Next Charging, LLC) (“Next”) entered into a promissory note (the “Note”) for the sum of $165,000 (the “Loan”) to be used for the Company’s working capital needs.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NEXTNRG, INC. entered into Exchange Agreement with Next (members of Next), CEO Michael Farkas as representative (effective 2023-08-10).

Action: entry
Counterparty: Next (members of Next), CEO Michael Farkas as representative
Effective: 2023-08-10

Exact text from the filing

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.

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NEXTNRG, INC. filing history →

Source: SEC EDGAR

accession 0001493152-24-014105

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