EZFL.Ezfill Holdings INC

S-1/A: EzFill Holdings Files Amendment No. 3 to Form S-1 for Public Offering

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S-1/A Amendment

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EzFill Holdings, Inc. has filed Amendment No. 3 to its Form S-1 registration statement with the SEC, primarily focusing on exhibits related to the proposed public offering.

Capital raiseThe document details a proposed public offering of common stock by EzFill Holdings, Inc.The offering includes an option for the underwriters to purchase additional shares to cover over-allotments.The company will issue warrants to the underwriter's representative to purchase additional common stock.

Summary

  • EzFill Holdings, Inc. has filed Amendment No. 3 to its registration statement on Form S-1 with the Securities and Exchange Commission.
  • This amendment is an exhibits-only filing, with the remainder of the registration statement unchanged.
  • The filing includes exhibits such as the underwriting agreement with ThinkEquity LLC, amended and restated certificate of incorporation, bylaws, form of representatives warrant, legal opinion, and various agreements including asset purchase, sale, and promissory notes.
  • The company intends to offer shares of its common stock to the public, with ThinkEquity LLC acting as the representative of the underwriters.
  • The underwriting agreement includes an option for the underwriters to purchase up to 15% additional shares to cover over-allotments.
  • The company has also agreed to issue and sell to the representative warrants to purchase common stock, representing 5% of the public securities.
  • The company makes representations and warranties regarding the accuracy of the registration statement and compliance with securities laws.
  • The company agrees to indemnify the underwriters against certain liabilities, and the underwriters agree to indemnify the company under certain conditions.
  • The company grants the representative a right of first refusal for future public and private equity and debt offerings for a period of 36 months after the offering is completed.

Sentiment

Score: 6

Explanation: The document is primarily a legal filing related to a public offering. The sentiment is neutral as it mainly outlines the terms and conditions of the offering and related agreements. There are both positive aspects (potential capital infusion) and negative aspects (obligations and potential liabilities) associated with the offering.

Positives

  • The underwriting agreement provides ThinkEquity LLC with a right of first refusal for future public and private equity and debt offerings for a period of 36 months, potentially securing future business for the underwriter.
  • The company has taken steps to comply with regulatory requirements, including filing the necessary documents with the SEC and obtaining FINRA clearance.

Negatives

  • The company is obligated to pay the Underwriters actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $300,000, inclusive of the $25,000 advance for accountable expenses previously paid by the Company to the Representative.

Risks

  • The underwriting agreement can be terminated by the representative under certain conditions, such as disruptions in the securities markets, involvement in a new war, or a material adverse change in the company's conditions or prospects.
  • The company's indemnification obligations to the underwriters could expose it to significant financial liabilities in the event of legal claims or regulatory actions.

Future Outlook

The company intends to use the net proceeds from the offering in a manner consistent with the description under the caption 'Use of Proceeds' in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided that any repayment of indebtedness as described therein shall be solely with respect to existing indebtedness held by AJB Capital Investments LLC.

Industry Context

The document does not provide specific industry context beyond the fact that EzFill Holdings operates in a sector that requires raising capital through public offerings.

Comparison to Industry Standards

  • The underwriting agreement outlines standard terms and conditions commonly found in similar agreements for public offerings.
  • The lock-up agreements are typical for initial public offerings, preventing insiders from selling shares for a specified period.
  • The indemnification clauses are standard provisions to protect the underwriters and the company from potential liabilities.

Stakeholder Impact

  • Shareholders may experience dilution as a result of the public offering.
  • Employees may be affected by the company's ability to execute its business plan with the raised capital.
  • Customers and suppliers may see changes in the company's operations and financial stability.

Next Steps

  • The company needs to secure effectiveness of the registration statement from the SEC.
  • The company and underwriters need to finalize the terms of the underwriting agreement.
  • The company needs to complete the public offering and comply with ongoing reporting requirements.

Key Dates

DateDescription
February 19, 2020Date of Asset Purchase Agreement between Neighborhood Fuel, Inc. and Neighborhood Fuel Holdings, LLC.
April 9, 2019Date of Asset Sale and Purchase Agreement between EzFill Fl, LLC and EzFill Holdings, Inc.
November 24, 2020Date of Promissory Note.
June 28, 2021Original filing date of Registration Statement on Form S-1 (333-256691).
June 25, 2021Date of Promissory Note issued to LH MA 2 LLC and the Farkas Group, Inc.
July 26, 2021Date of Promissory Note issued to LH MA 2 LLC and the Farkas Group, Inc.
August 20, 2021Original filing date of Amendment No. 4 to the Registrants Registration Statement on Form S-1 (333-256691).
August 18, 2021Date of Promissory Note issued to the Farkas Group, Inc.
August 19, 2021Date of Promissory Note issued to Hutton Capital Management.
September 16, 2021Original filing date of the Registrants Current Report on Form 8-K.
September 14, 2021Date from which the company's filings with the Commission are assessed for accuracy and completeness.
December 15, 2021Date of Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement.
February 3, 2022Original filing date of the Registrants Current Report on Form 8-K regarding Separation Agreement and Release and Non Independent Board Member Letter Agreement.
March 2, 2022Date of Asset Purchase and Fuel Supply Agreement.
March 3, 2022Original filing date of the Registrants Current Report on Form 8-K regarding Asset Purchase and Fuel Supply Agreement.
June 7, 2022Filing date of 8-K incorporating EZFill Holdings, Inc. 2022 Equity Incentive Plan.
June 6, 2023Filing date of 8-K incorporating 2023 Equity Incentive Plan.
January 25, 2023Filing date of 8-K incorporating Material Services Agreement between South Florida Motorsports, LLC and EzFill Holdings, Inc.
January 27, 2023Filing date of 8-K incorporating Consulting Agreement by and between EzFill Holdings, Inc. and Lunar Project LLC and Form of Non-Qualified Stock Option Agreement.
February 16, 2023Filing date of 8-K incorporating Consulting Agreement between Mountain Views Strategy Ltd. And EzFill Holdings, Inc.
April 10, 2023Filing date of 8-K incorporating Promissory Note between Farkas Group, Inc. and EzFill Holdings, Inc.
April 19, 2023Date of Promissory Note in the principal amount of $1,500,000 between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
April 21, 2023Filing date of 8-K incorporating Securities Purchase Agreement, between EzFill Holdings, Inc. and AJB Capital Investments, LLC, and Security Agreement between EzFill Holdings Inc., and AJB Capital Investments, LLC.
April 25, 2023Filing date of 8-K incorporating Employment Agreement between Avishai Vaknin and EzFill Holdings, Inc., Services Agreement between Telx Computers Inc. and EzFill Holdings, Inc., and Employment Agreement between Yehuda Levy and EzFill Holdings, Inc.
May 17, 2023Date of Amended and Restated Promissory Note between EzFill Holdings, Inc. and AJB Capital Investments, LLC and Amendment to the Securities Purchase Agreement between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
May 18, 2023Filing date of 8-K incorporating Amended and Restated Promissory Note dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC, Amendment to the Securities Purchase Agreement dated May 17, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC, and Amendment to Consulting Services Agreement dated May 15, 2023 between EzFill Holdings, Inc. and Mountain Views Strategy Ltd.
May 15, 2023Date of Amendment to Consulting Services Agreement between EzFill Holdings, Inc. and Mountain Views Strategy Ltd.
June 14, 2023Date of Loan Agreement between Stripe, Inc. and EzFill Holdings, Inc.
June 20, 2023Filing date of 8-K incorporating Loan Agreement between Stripe, Inc. and EzFill Holdings, Inc.
July 11, 2023Filing date of 8-K incorporating Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC.
August 3, 2023Filing date of 8-K incorporating Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC and Amendment to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
August 4, 2023Filing date of 8-K incorporating Amendment to the Securities Purchase Agreement dated August 3, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
August 10, 2023Date of exchange agreement with all of the members (Members) of Next Charging LLC (Next Charging), and Michael D. Farkas, as the representative of the Members, with respect to the acquisition of 100% of the membership interests of the Members in Next Charging.
August 23, 2023Date of Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC.
August 24, 2023Filing date of 8-K incorporating Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 23, 2023.
August 30, 2023Date of Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC.
August 30, 2023Date of engagement letter between the Company and ThinkEquity LLC.
September 6, 2023Filing date of 8-K incorporating Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated August 30, 2023 and Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC.
September 7, 2023Filing date of 8-K incorporating Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated September 6, 2023.
September 13, 2023Date of Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC.
September 15, 2023Filing date of 8-K incorporating Promissory Note between EzFill Holdings, Inc. and Next Charging, LLC dated September 13, 2023.
September 18, 2023Date of Amendment to the Securities Purchase Agreement dated September 18, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
September 21, 2023Filing date of 8-K incorporating Amendment to the Securities Purchase Agreement dated September 18, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
October 13, 2023Date of Securities Purchase Agreement between EzFill Holdings, Inc. and AJB Capital Investments, LLC and Promissory Note between EzFill Holdings, Inc. and AJB Capital Investments, LLC and Second Amendment to the Security Agreement between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
October 18, 2023Filing date of 8-K incorporating Securities Purchase Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC and Promissory Note dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC and Second Amendment to the Security Agreement dated October 13, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
October 25, 2023Effective date of Securities Purchase Agreement between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
November 2, 2023Date of Amended and Restated Exchange Agreement 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.
November 3, 2023Filing date of 8-K incorporating Securities Purchase Agreement effective October 25, 2023 between EzFill Holdings, Inc. and AJB Capital Investments, LLC and Promissory Note dated November 3, 2023 between EzFill Holdings, Inc. and Next Charging LLC.
December 4, 2023Date of Promissory Note.
December 6, 2023Filing date of 8-K incorporating Promissory Note, dated December 4, 2023.
December 13, 2023Date of Promissory Note.
December 14, 2023Filing date of 8-K incorporating Promissory Note, dated December 13, 2023.
December 15, 2023The Company shall make generally available to its security holders as soon as practicable, but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings statement.
December 18, 2023Date of Promissory Note and filing date of 8-K incorporating Promissory Note, dated December 18, 2023.
December 20, 2023Date of Promissory Note.
December 22, 2023Filing date of 8-K incorporating Promissory Note, dated December 20, 2023.
December 27, 2023Date of Promissory Note and filing date of 8-K incorporating Promissory Note, dated December 27, 2023.
December 29, 2023Date of the definitive Schedule 14C filed by the Company.
January 5, 2024Date of Promissory Note.
January 8, 2024Filing date of 8-K incorporating Promissory Note, dated January 5, 2024.
January 11, 2024Date of Global Amendment 1 and Global Amendment 2 between EzFill Holdings, Inc. and Next Charging LLC.
January 16, 2024Date of Promissory Note between EzFill Holdings, Inc. and Next Charging LLC.
January 17, 2024Filing date of 8-K incorporating Global Amendment 1 dated January 11, 2024 between EzFill Holdings, Inc. and Next Charging LLC and Global Amendment 2 dated January 11, 2024 between EzFill Holdings, Inc. and Next Charging LLC and Promissory Note dated January 16, 2024 between EzFill Holdings, Inc. and Next Charging LLC and Global Amendment dated January 17, 2024 between EzFill Holdings, Inc. and AJB Capital Investments, LLC.
January 25, 2024Date of Promissory Note between EzFill Holdings, Inc. and Next Charging LLC.
January 31, 2024Filing date of 8-K incorporating Promissory Note dated January 25, 2024 between EzFill Holdings, Inc. and Next Charging LLC.
February 1, 2024Date of the filing of this amendment to the registration statement.
June 30, 2024Date by which the Underwriting Agreement must be executed for the lock-up agreement to remain in effect.

Keywords

public offering, underwriting agreement, registration statement, common stock, EzFill Holdings, ThinkEquity LLC, securities, warrants, SEC, offering

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