UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2021
OR
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
File Number: 001-40809
EZFILL
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
Delaware
83-4260623
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
Number)
2125
Biscayne Blvd , #309 , Miami , FL
33137
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (305) 791-1169
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Common
Stock, par value $0.0001 per share
EZFL
NASDAQ
Capital Market
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒ Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company filer
☒
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of November 8, 2021, the registrant had 26,112,933 shares of common stock, par value $0.0001 per share, outstanding.
EZFILL
HOLDINGS, INC.
TABLE
OF CONTENTS
Page
No.
PART
I
FINANCIAL
INFORMATION
ITEM
1.
FINANCIAL
STATEMENTS
3
Condensed
Consolidated Balance Sheets
3
Condensed
Consolidated Statements of Operations
4
Condensed
Consolidated Statements of Stockholders’ Equity (Deficit)
5
Condensed
Consolidated Statements of Cash Flows
6
Notes
to Condensed Consolidated Financial Statements
7
ITEM
2.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
14
ITEM
3.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
17
ITEM
4.
CONTROLS
AND PROCEDURES
17
PART
II
OTHER
INFORMATION
ITEM
1.
LEGAL
PROCEEDINGS
18
ITEM
1A.
RISK
FACTORS
18
ITEM
2.
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
18
ITEM
6.
EXHIBITS
19
SIGNATURES
20
2
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
EzFill
Holdings, Inc.
Condensed
Consolidated Balance Sheets
(Unaudited)
September
30, 2021
December
31, 2020
Assets
Current Assets:
Cash
$ 20,650,989
$ 882,870
Accounts receivable, net
of allowance for doubtful accounts of $ 4,980 and $ 0 , respectively
132,481
193,640
Prepaid expenses and deferred
offering costs
142,484
160,078
Inventory
35,262
41,055
Total Current Assets
20,961,216
1,277,643
Fixed assets, net of accumulated depreciation
of $ 238,528 and $ 143,818 , respectively
1,147,140
428,567
Goodwill
109,983
109,983
Intangible assets, net
of accumulated amortization of $ 967,897 and $ 472,944 , respectively
3,445,606
990,559
Total
Assets
$ 25,663,945
$ 2,806,752
Liabilities and Stockholders’
Equity (Deficit)
Current Liabilities:
Accounts payable and accrued
liabilities
$ 655,335
$ 488,405
Accounts payable and accrued
liabilities, related parties
700,000
2,250,000
Notes payable, net of discount
of $ 0 and $ 75,000 , respectively
92,431
958,422
Notes
payable - related party
-
40,645
Total Current Liabilities
1,447,766
3,737,472
Notes payable - net of current portion
73,488
321,024
Notes payable - net
of current portion - related party
-
230,000
Total Liabilities
1,521,254
4,288,496
Commitments and Contingencies (Note 10)
-
-
Stockholders’ Equity (Deficit)
Preferred stock, $ .0001
par value; 50,000,000 shares authorized; - 0 - shares issued and outstanding
-
-
Common stock, $ .0001 par
value; 500,000,000 shares authorized; 25,926,923 and 17,199,912 shares issued and outstanding at September 30, 2021 and December
31, 2020, respectively
2,592
1,720
Additional paid in capital
37,825,792
6,472,536
Accumulated
deficit
( 13,685,693 )
( 7,956,000 )
Total
Stockholders’ Equity (Deficit)
24,142,691
( 1,481,744 )
Total
Liabilities and Stockholders’ Equity (Deficit)
$ 25,663,945
$ 2,806,752
The
accompanying notes are an integral part of the consolidated financial statements.
3
EzFill
Holdings, Inc.
Condensed
Consolidated Statements of Operations
(Unaudited)
Three
Months Ended
September
30,
Nine
Months Ended
September
30,
2021
2020
2021
2020
REVENUES
Revenues
$ 1,863,599
$ 1,121,133
$ 5,236,016
$ 2,460,174
TOTAL REVENUES
1,863,599
1,121,133
5,236,016
2,460,174
COSTS & EXPENSES
Cost of sales
1,825,739
1,064,362
5,057,628
2,417,456
Operating expenses
1,794,575
641,945
4,705,108
2,719,394
Depreciation and amortization
237,788
127,298
589,662
324,234
TOTAL
COSTS AND EXPENSES
3,858,102
1,833,605
10,352,398
5,461,084
OPERATING LOSS
( 1,944,504 )
( 712,472 )
( 5,116,382 )
( 3,000,910 )
OTHER INCOME AND EXPENSES
Other income
154,673
-
154,673
-
Interest
expense
( 533,773 )
( 11,712 )
( 767,984 )
( 70,931 )
LOSS BEFORE INCOME TAXES
( 2,373,603 )
( 724,184 )
( 5,729,693 )
( 3,071,841 )
PROVISION
FOR INCOME TAXES
-
-
-
-
NET
LOSS
$ ( 2,373,603 )
$ ( 724,184 )
$ ( 5,729,693 )
$ ( 3,071,841 )
NET
LOSS PER SHARE
Basic and diluted
$ ( 0.13 )
$ ( 0.08 )
$ ( 0.33 )
$ ( 0.33 )
Basic and diluted weighted
average number of common shares outstanding
18,555,343
9,640,704
17,586,747
9,262,691
The
accompanying notes are an integral part of the consolidated financial statements.
4
EzFill
Holdings, Inc.
Condensed
Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
Total
Preferred
stock
Common
stock
Additional Paid-in
Accumulated
Stockholder’s Equity
Shares
Amount
Shares
Amount
Capital
Deficit
(Deficit)
Balance December 31, 2019
-
$ -
8,361,237
$ 836
$ 1,138,620
$ ( 701,994 )
$ 437,462
Shares issued (net of subscription receivable)
-
-
910,662
91
334,909
-
335,000
Initial public offering, net of
expenses
Initial public offering, net of
expenses, shares
Stock based compensation
Stock based compensation, shares
Options granted
Sale of shares
Sale of shares, shares
Debt discount
Debt discount, shares
Issuance of acquisition shares
Issuance of acquisition shares, shares
Issuance of shares for technology
Issuance of shares for technology, shares
Issuance of bonus shares
Issuance of bonus shares, shares
Issuance of bonus and settlement shares
Issuance of bonus and settlement shares, shares
Warrants and shares to lender
Warrants and shares to lender, shares
Net loss
-
-
-
-
-
( 382,886 )
( 382,886 )
Balance March 31, 2020
-
$ -
9,271,899
$ 927
$ 1,473,529
$ ( 1,084,880 )
$ 389,576
Stock based compensation
-
-
93,005
9
349,991
-
350,000
Options granted
-
-
148,292
148,292
Sale of shares
-
-
239,155
24
899,976
-
900,000
Net loss
-
-
-
-
-
( 1,964,771 )
( 1,964,771 )
Balance June 30, 2020
-
$ -
9,604,059
$ 960
$ 2,871,788
$ ( 3,049,651 )
$ ( 176,903 )
Stock based compensation
-
-
71,281
7
268,242
-
268,249
Options granted
-
-
70,455
70,455
Net loss
-
-
-
-
-
( 724,184 )
( 724,184 )
Balance September 30,
2020
-
$ -
9,675,340
$ 967
$ 3,210,485
$ ( 3,773,835 )
$ ( 562,383 )
Balance December 31, 2020
-
$ -
17,199,912
$ 1,720
$ 6,472,536
$ ( 7,956,000 )
( 1,481,744 )
Stock based compensation
-
-
97,854
9
368,240
-
368,249
Options granted
-
-
49,213
-
49,213
Debt discount
-
-
7,972
1
29,999
-
30,000
Issuance of acquisition shares
-
-
159,437
16
599,984
-
600,000
Net loss
-
-
-
-
-
( 1,348,155 )
( 1,348,155 )
Balance March 31, 2021
-
$ -
17,465,175
$ 1,746
$ 7,519,972
$ ( 9,304,155 )
$ ( 1,782,437 )
Stock based compensation
-
-
95,197
10
396,281
-
396,291
Options granted
-
-
12,760
-
12,760
Sale of shares
-
-
30,559
3
114,997
-
115,000
Issuance of shares for technology
-
-
597,889
60
2,249,940
-
2,250,000
Issuance of bonus shares
-
-
99,648
10
374,990
-
375,000
Net loss
-
-
-
-
-
( 2,007,935 )
( 2,007,935 )
Balance June 30, 2021
-
$ -
18,288,468
$ 1,829
$ 10,668,940
$ ( 11,312,090 )
$ ( 641,321 )
Initial public offering, net of
expenses
7,187,500
719
25,248,855
-
25,249,574
Stock based compensation
-
-
193,919
19
372,251
-
372,270
Options granted
-
-
-
-
12,760
-
12,760
Issuance of acquisition shares
-
-
93,750
9
374,991
-
375,000
Issuance of bonus and settlement shares
-
-
150,000
15
899,985
-
900,000
Warrants and shares to lender
-
-
13,286
1
248,010
-
248,011
Net loss
-
-
-
-
-
( 2,373,603 )
( 2,373,603 )
Balance September 30,
2021
-
$ -
25,926,923
$ 2,592
$ 37,825,792
$ ( 13,685,693 )
$ 24,142,691
The
accompanying notes are an integral part of the consolidated financial statements.
5
EzFill
Holding, Inc.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
Nine
Months Ended
September 30,
2021
2020
Cash flows from operating activities:
Net loss
$ ( 5,729,693 )
$ ( 3,071,841 )
Adjustments to reconcile net loss to net cash
provided by/(used in) operating activities:
Stock based compensation
1,211,543
1,471,508
Warrants and shares to lender
248,011
-
Change in fair market value
-
38,094
Loss on settlement
-
300,000
Depreciation and amortization
589,663
324,235
Amortization of debt discount
170,910
870
Bad debt expense
16,959
-
PPP loan forgiveness
( 154,673 )
-
Changes in operating assets and liabilities:
Accounts receivable
44,200
( 73,756 )
Inventory
5,793
28,768
Prepaid expenses and deferred offering costs
17,594
( 2,350 )
Accounts payable and accrued expenses
( 161,130 )
123,296
Accounts payable and
accrued expenses - related party
328,060
45,119
Net cash used in operating activities
( 3,412,763 )
( 816,057 )
Cash flows from investing activities:
Acquisition of fixed
assets
( 813,283 )
( 87,661 )
Net cash used in investing activities
( 813,283 )
( 87,661 )
Cash flows from financing activities:
Proceeds from Initial Public Offering
28,750,000
-
Initial Public Offering expenses
( 3,500,426 )
-
Proceeds from issuance of common stock
115,000
1,307,209
Proceeds from issuance of debt
1,100,000
154,673
Proceeds from issuance of related party debt
1,550,000
20,000
Repayment of debt
( 2,172,010 )
( 8,015 )
Repayment of related
party debt
( 1,848,399 )
( 213,055 )
Net cash provided by financing activities
23,994,165
1,260,812
Net change in cash and cash equivalents
19,768,119
357,094
Cash and cash equivalents
at beginning of period
882,870
32,092
Cash and cash equivalents
cash at end of period
$ 20,650,989
$ 389,186
Noncash investing and financing activity:
Debt discount
$ 170,910
$ -
Acquisition of Neighborhood Fuel
$ -
$ 700,000
Issuance of acquisition, bonus and settlement
shares
$ 2,250,000
$ -
Vehicles acquired with notes
$ -
$ 198,087
Shares issued for technology
$ 2,950,000
$ -
Supplemental disclosure of cash flow information:
Cash paid for interest
$ 448,071
$ 11,398
Cash paid for taxes
$ -
$ -
The
accompanying notes are an integral part of the consolidated financial statements.
6
EzFill
Holdings, Inc.
Notes
to Consolidated Financial Statements
For
the nine months ended September 30, 2021 and 2020
(unaudited)
(1)
Nature of Organization and Summary of Significant Accounting Policies
Nature
of Organization
EzFill
Holdings, Inc. (the Company) was incorporated on March 28, 2019, in the State of Delaware and operates in South Florida providing an
on-demand mobile gas delivery service. Its wholly-owned subsidiary Neighborhood Fuel Holdings, LLC is inactive.
Initial
Public Offering
In
September 2021, the Company issued 7,187,500 shares in its initial public offering (“IPO”) at a price of $ 4.00 per share,
for net proceeds of approximately $ 25,250,000 after deducting underwriting discounts and commissions of $ 2,406,250 and expenses of $ 1,093,750 .
Immediately prior to the IPO, all shares of stock then outstanding converted into an aggregate of 18,750,000 shares of common stock following
a one for 3.763243 reverse stock split approved by the Company’s board of directors and its shareholders.
Unaudited
Interim Financial Statements
The
Company has prepared these financial statements in accordance with GAAP for interim financial statements. Accordingly, these statements
do not include all information and footnote disclosures required for annual statements. While management believes the disclosures presented
are adequate for interim reporting, these interim financial statements should be read in conjunction with the consolidated audited financial
statements and notes thereto as of and for the year ended December 31, 2020 included in the Company’s final prospectus dated September
14, 2021, filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to the Company’s Registration
Statement on Form S-1 (File No. 333-256691), filed with the SEC. In the opinion of management, all adjustments and eliminations, consisting
of normal recurring adjustments, necessary for a fair representation of the Company’s financial statements for the interim period
reported, have been included. The results for the three and nine months ended September 30, 2021, are not necessarily indicative of results
to be expected for the year ending December 31, 2021, or for any other interim period or for any future year.
Use
of Estimates
The
preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates
and assumptions made by management include allowance for doubtful accounts, valuation allowance for deferred tax assets, depreciation
lives of property and equipment, recoverability of long-lived assets, fair value of equity instruments and the assumptions used
in Black-Scholes valuation models related to stock options and warrants. Actual results could differ from those estimates as the current
economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
Cash
and Cash Equivalents
The
Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents.
At September 30, 2021 and December 31, 2020, the Company had $ 20,650,989 and $ 882,870 in cash and cash equivalents, respectively, of
which $ 250,000 was federally insured.
Accounts
Receivable
The
Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad
debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer
knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate
of future potential recoverability. Accounts are written off against the allowance after all attempts to collect a receivable have failed.
At September 30, 2021 and December 31, 2020, the allowance was $ 4,980 and $ 0 respectively in the consolidated financial statements.
7
Inventory
Inventory
is valued at the lower of the inventory’s cost or market using the first-in, first-out method. Management compares the cost of
inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory
consists solely of fuel. At September 30, 2021 and December 31, 2020, the allowance was $ 0 in the consolidated financial statements.
Cost of sales includes the cost of fuel sold and wages paid to drivers.
Concentrations
Major
Customers
For
the nine months ended September 30, 2021 and 2020, the Company had one customer that made up approximately 58 % and 31 % of revenue, respectively.
For the three months ended September 30, 2021 and 2020, the Company had one customer that made up approximately 60 % and 49 % of revenue,
respectively.
The
Company had one customer that made up 39 % of accounts receivable as of September 30, 2021, and 68 % accounts receivable as of December
31, 2020.
Major
Vendors
The
Company purchases substantially all of its fuel from one vendor.
Deferred
Offering Costs
The
Company includes offering costs directly associated with its IPO in prepaid expenses and deferred offering costs in the consolidated
balance sheet. Deferred offering costs were offset against additional paid in capital upon completion of the offering. As of September
30, 2021 and December 31, 2020, the Company recorded $ 0 and $ 153,597 respectively, to deferred offering costs.
Advertising
Costs
Advertising
costs are expensed as incurred. The Company incurred advertising costs for the nine months ended September 30, 2021 and 2020 of approximately
$ 86,775 and $ 24,136 , respectively. The Company incurred advertising costs for the three months ended September 30, 2021 and 2020 of approximately
$ 10,694 and $ 7,079 , respectively.
Income
Taxes
The
Company accounts for income taxes in accordance with ASC 740, Income Taxes , (“ASC 740”) which prescribes a recognition
threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period,
disclosure and transition.
Net
loss per share
Basic
loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or
converted during the period. FASB ASC 260, Earnings per Share , requires a dual presentation of basic and diluted earnings per
share. Any instruments that would have an anti-dilutive effect have been excluded from the computation
of earnings per share. The number of such shares excluded from the computations of diluted loss per share are as follows:
Schedule
of Shares Excluded from the Computations of Diluted Loss Per Share
Three
months ended
September
30,
Nine months
ended
September
30,
Description
2021
2020
2021
2020
Stock options
under treasury stock method
95,019
68,290
93,849
55,982
Acquisition and bonus shares
issuable
-
187,500
-
187,500
Shares Excluded from the Computations of Diluted Loss Per Share
Reclassifications
Certain
reclassifications of prior year amounts have been made to be consistent with the current year presentation.
8
(2)
Going concern
The
Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company
has sustained a net loss since inception and does not have sufficient revenues and income to fully fund the operations. As a result,
the Company has relied on loans from stockholders and others as well as stock sales to fund its activities to date. For the nine months
ended September 30, 2021, the Company had a net loss of $ 5,729,693 . At September 30, 2021, the Company had an accumulated deficit of
$ 13,685,695 and a working capital surplus of $ 19,513,448 . The Company anticipates that it will continue to incur losses in future
periods until the Company is successful in significantly increasing its revenues, if ever. However, the Company has mitigated the previously
reported going concern issue by raising approximately $ 25,250,000 in net proceeds from its Initial Public Offering.
(3)
Related Party Transactions
During
the nine months ended September 30, 2021 and 2020, Company issued 26,573 and 106,291 shares of common stock to executives as a signing
bonus, respectively, and recorded related stock-based compensation expense of $ 100,000 and $ 400,000 , respectively.
The
Company entered into a consulting agreement, dated November 18, 2020, with Balance Labs, Inc. Pursuant to the Consulting Agreement, Balance
Labs will provide consulting services including assisting with the Company’s IPO and assisting with introductions to, and assistance
with, negotiating and entering agreements with potential fleet, residential, marine and corporate customers that Balance Labs has relationships
with. Balance Labs will also assist with the Company’s expansion efforts. Under the Consulting Agreement, in payment of
services that Balance Labs had already provided, the Company issued Balance Labs 265,728 shares of its common stock in November
2020. Upon the completion of the Company’s IPO, the Company made a one-time payment of $ 200,000 to Balance Labs. During the first
year of the term of the Consulting Agreement, the Company will pay Balance Labs $ 25,000 per month. In the second year of the agreement,
the payment will decrease to $ 22,500 per month. On each anniversary of the initial term and the renewal terms the Company will issue
Balance Labs 132,905 shares of its common stock. The term of the Consulting Agreement is for two years. The President, CEO, CFO
and Chairman of the Board of Balance Labs is also the former president of the Company and beneficially owns approximately 26 % of the
Company’s common stock as of September 30, 2021.
The
Company is party to a technology license agreement with Fuel Butler LLC, which is owned 20% by an executive of the Company. See Note
5.
All related party debt was repaid in September 2021.
(4)
Fixed Assets
Fixed
assets consisted of the following:
Schedule
of Fixed Assets
Description
Estimated
Useful Lives
September
30, 2021
December
31, 2020
Fixed assets:
Equipment
5 years
$ 167,038
$ 42,643
Leasehold improvements
Lease
term
16,265
-
Vehicles
5 years
538,562
529,742
Deposits
on trucks
663,803
-
Total fixed assets
1,385,668
572,385
Accumulated
depreciation
( 238,528 )
( 143,818 )
Fixed assets, net
$ 1,147,140
$ 428,567
Depreciation
expense totaled $ 94,710 and $ 77,076 for the nine months ended September 30, 2021 and 2020, respectively. Depreciation expense totaled
$ 35,504 and $ 37,314 for the three months ended September 30, 2021 and 2020, respectively.
9
(5)
Intangible Assets
Intangible
assets consisted of the following:
Schedule
of Intangible Assets
Description
September
30, 2021
December
31, 2020
Indefinite lived intangible assets:
Goodwill
$ 109,983
$ 109,983
Total indefinite lived intangible assets
$ 109,983
$ 109,983
Other intangible assets:
Trademarks
$ 103,258
$ 103,258
Software
504,314
504,314
Customer list
855,073
855,073
Non-compete
858
858
Technology
license
2,950,000
-
Total other intangible assets
$ 4,413,503
$ 1,463,503
Accumulated
amortization
( 967,897 )
( 472,944 )
Total other intangible
assets, net
$ 3,445,606
$ 990,559
On
April 7, 2021, the Company entered into a Technology License Agreement, under which the Company licensed certain proprietary technology.
Under the terms of the license, the Company issued 265,728 shares of its common stock to the licensor upon signing. The Company also
issued 332,160 shares to the licensor in May 2021 upon the filing of a patent application related to the licensed technology. Upon completion
of the Company’s IPO, 186,010 shares were due to the licensor and the related amount of $ 700,000 is included in accounts payable
and accrued liabilities – related parties. The Company will issue up to 730,752 additional shares to the licensor upon the achievement
of certain milestones. In addition, the Company has granted stock options for 531,456 shares at an exercise price of $ 3.76 per share
that will become exercisable for three years after the end of the fiscal year in which certain sales levels are achieved using the licensed
technology. The Company has the option for four years after the achievement of certain milestones to either acquire the technology or
acquire the licensor for the purchase price of 1,062,913 of its common shares. Until the Company exercise one of these options, it will
share with the licensor 50% of pre-revenue costs and 50% of the net revenue, as defined, from the use of the technology.
Amortization
expense on intangible assets totaled $ 494,953 and $ 247,159 for the nine months ended September 30, 2021 and 2020, respectively. Amortization
expense on intangible assets totaled $ 202,484 and $ 89,984 for the three months ended September 30, 2021 and 2020, respectively.
Future
amortization schedule for intangible assets as of September 30, 2021 is as follows:
Schedule
of Amortization for Intangible Assets
2021 (October-December)
$ 237,484
2022
888,207
2023
792,937
2024
706,706
2025
601,975
2026
218,297
TOTAL
$ 3,445,606
(6)
Accounts Payable and Accrued Liabilities
The
Company had accounts payable and accrued liabilities as follows:
Schedule
of Accounts Payable and Accrued Liabilities
September
30,
2021
December
31,
2020
Accounts Payable and Accrued
Liabilities:
Accounts payable
$ 344,733
$ 215,599
Accrued payroll
304,488
160,417
Accrued expenses
6,114
68,290
Accrued
interest
-
44,099
Total Accounts Payable
and Accrued Liabilities
$
655,335
$ 488,405
Accounts Payable and Accrued
Liabilities – Related Parties:
Settlement payable
$ -
$
300,000
Acquisition consideration
payable in shares
-
750,000
Shares payable to technology
licensor
700,000
-
Signing
and performance bonus payable in shares
-
1,200,000
Total Accounts Payable
and Accrued Liabilities, Related Parties
$ 700,000
$ 2,250,000
10
(7)
Notes Payable
On
November 24, 2020, the Company issued a note payable in the amount of $ 1,000,000 ; the loan bore interest at a rate of 1 % per month; the
maturity date on the loan was April 21, 2021 ; the Company had the option to extend the maturity date for seven one-month terms. As part
of the terms of the loan, the note holder was issued 100,000 shares of common stock. The Company exercised the option to extend
the loan from April 21, 2021, to August 21, 2021, and issued 10,000 shares to the note holder for each monthly extension.
On
March 10, 2021, the Company borrowed a total of $ 300,000 and issued promissory notes for $ 100,000 to each of three related parties. The
notes bore interest at a rate of 1 % per month. The principal and interest thereon were payable on March 10, 2022 , or upon completion
of the Company’s initial public offering if earlier. In connection with these loans, each lender was issued 10,000 shares of the
Company’s common stock for a total of 30,000 shares.
On
April 16, 2021, the Company issued a promissory note to a lender for $ 1,166,000 , including $ 66,000 of interest at the rate of 8 % per
annum. The loan maturity was the earlier of January 16, 2022 or two weeks after the Company’s initial public offering. In the event
the loan matured earlier than January 16, 2022 , the full amount of interest for the nine-month term was due. As additional
consideration for the loan, the Company granted the lender 400,000 shares in stock warrants, each of which may be exchanged for one share
common stock of the stock offered to the public in the Company’s initial public offering, at a price of 125 % of the offering price
of such initial public offering. Such warrants may, be need not, be exercised by the lender for a period of three years from their issuance.
On
June 25, 2021, the Company issued promissory notes to two related parties for $ 265,958 each, including an original issue discount of
$ 15,958 . The notes each bore interest at 1 % per month on the unpaid principal balance. The notes matured on the earlier of December 25,
2021 , or the consummation of the Company’s initial public offering.
On
July 26, 2021, the company issued promissory notes to two related parties for $ 132,979 each, including an original issue discount of
$ 7,979 . The notes bore interest at 1 % per month on the unpaid principal balance. The notes matured on the earlier of January 26, 2022 ,
or the consummation of the Company’s initial public offering.
On
August 18, 2021, the Company issued a promissory note to a related party in the amount of $ 265,000 , including an original issue discount
of $ 15,000 . The note bore interest at 12 % per year and all interest accrued until the Maturity date. The maturity date of the note was
August 18, 2022 , however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal
and interest through August 18, 2022, was immediately due and payable within two business days of such occurrence.
On
August 19, 2021, the Company issued a promissory note to a lender in the amount of $ 265,000 , including an original issue discount of
$ 15,000 . The note bore interest at 12 % per year and all interest accrued until the Maturity date. The maturity date of the note was
August 19, 2022 , however if the Company completed a capital raise of at least $7,000,000 the entire outstanding principal and interest through August 19, 2022, was immediately due and payable within two business days of such occurrence.
All
debt except for vehicle loans was repaid in September 2021 after the consummation of the Company’s IPO. Amounts remaining
in debt discount were included in interest expense.
Maturities
of debt as of September 30, 2021 are as follows:
Schedule
of Maturities of Long-Term Debt
2021 (September to December)
$ 63,530
2022
38,711
2023
37,132
2024
14,820
2025
11,726
Total
$ 165,919
(8)
SBA PPP Loan
On
April 20, 2020, the Company received loan proceeds in the amount of $ 154,673 under the Paycheck Protection Program (“PPP”).
The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to
qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued
interest are forgivable after eight weeks provided the borrower uses the loan proceeds for eligible purposes, including payroll, benefits,
rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees
or reduces salaries during the eight-week period.
On
September 17, 2021, 100 % of the PPP loan in the amount of $ 154,673 and accrued interest was forgiven by the SBA, and no repayment
is required.
11
(9)
Shareholders Equity
Authorized
shares include 500 million common shares and 50 million preferred shares.
Immediately prior to the Company’s IPO in September 2021, all shares of common stock then outstanding converted into an
aggregate of 18,750,000 shares of common stock following a one for 3.763243 reverse stock split approved by the Company’s board
of directors and its shareholders.
On August 1, 2020, the Company’s
board of directors approved the EzFill Holdings, Inc. 2020 Equity Incentive Plan (Plan), which plan has also been approved by the Company’s
shareholders. The Company has reserved 1,913,243 of its outstanding shares of common stock for issuance under the Plan. Participation
in the Plan will continue until the benefits to which the participants are entitled have been paid in full.
Common
stock
During
the nine months ended September 30, 2021, 30,559 shares of common stock were sold for cash proceeds of $ 115,000 .
During
the nine months ended September 30, 2021 and 2020, Company issued 26,573 and 106,291 shares of common stock to executives as a signing
bonus, respectively, and recorded related stock-based compensation expense of $ 100,000 and $ 400,000 , respectively.
During
the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 345,000 and $ 582,000 , respectively
related to shares granted for sponsorships and $ 310,000 and $ 0 , respectively related to shares granted to Board members and consultants.
On
April 11, 2019, the Company entered into an employment agreement with a former owner of a business sold to the Company. Stock compensation
of $ 57,063 was recognized for the nine months ended September 30, 2021 and 2020, respectively, based on the fair value
of shares at April 11, 2019.
During
the nine months ended September 30, 2021, the Company issued 502,835 shares related to accrued bonuses, acquisitions and settlements
that had previously been accrued in 2020.
Stock
Options and Warrants
The
following table represents option activity during the nine months ended September 30, 2021:
Schedule
of Option Activity
Number of
Weighted Average
Weighted Average
Remaining
Contractual Term
Options
Exercise
Price
(years)
Vested and Exercisable at December
31, 2020
148,145
$ 1.69
3.9
Options
granted
27,239
2.26
4.5
Vested and Exercisable
at September 30, 2021
175,384
$ 1.77
3.6
Pursuant
to certain sponsorship agreements, during the nine months ended September 30, 2021, 27,239 stock options were granted. As of September
30, 2021, there was a total of 175,384 stock options outstanding, all vested, of which 74,404 were granted to founders in connection
with promissory notes issued by the Company and 100,980 granted in connection with sponsorship agreements. The options are exercisable
for five years from the dates of grant, which were from July 2019 to September 2021. The options all vested immediately upon grant and
have exercise prices ranging from $ 0.64 to $ 2.26 . The options with sponsors could terminate earlier than five years if certain conditions
occur. One of the sponsorship agreements was terminated effective February 2021. The remaining sponsor received 1,550 options per month
until the Company completed its IPO, after which the sponsor will be granted fully vested shares for $ 3,500 per month based on
the closing share price on the date of each grant.
The
fair value of the stock options granted during the nine months ended September 30, 2021, of $ 74,733 was determined using the Black-Scholes
option pricing model with the following assumptions: i) risk free interest rate of approximately 2 %, ii) expected life of 5 years, iii)
dividend yield of 0 %, iv) expected volatility of approximately 79 %.
The
intrinsic value of options outstanding at September 30, 2021 and December 31, 2020 was approximately $ 350,000 and $ 307,000 , respectively.
The
underwriter’s representatives for the Company’s IPO received warrants to purchase up to 359,375 shares. The warrants
are exercisable from March 14, 2022 until September 14, 2026 at an exercise price of $ 5.00 per share.
The
amount of approximately $ 198,000 was included in interest expense for the third quarter of 2021 for 106,291 warrants issued to
a lender that became exercisable upon the Company’s IPO. The warrants are exercisable until September 14, 2024 , at $ 5.00 per share.
12
(10)
Commitments and Contingencies
Litigation
The
Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal
matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities
for potential insurance or third-party recoveries. As of September 30, 2021, and December 31, 2020, the Company is not aware of any litigation,
pending litigation, or other transactions that would require accrual or disclosure under GAAP.
Lease
Commitment
The
Company is renting office space on a short-term arrangement and the related lease commitment is not material to the consolidated financial
statements.
(11)
Income Taxes
Book
income before taxes was negative for the nine months ended September 30, 2021. Tax expense for the nine months ended September 30, 2021
and 2020 was $ 0 .
The
Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required
to file. The tax years subject to examination include the years 2019 and forward.
There
are no uncertain tax positions that would require recognition in the consolidated financial statements. If the Company incurs an income
tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax
liability would be reported as income taxes. The Company’s conclusions regarding uncertain tax positions may be subject to review
and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors.
(12)
Subsequent Events
The
Company evaluates subsequent events that occur after the balance sheet date through the date the financial statements were issued.
Upon
completion of the Company’s IPO, 186,010 shares were due to the licensor of technology to the Company. The shares
were issued on October 15, 2021.
13
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition,
liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and
related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the
year ended December 31, 2020 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations,
both of which are contained in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission, or SEC, on June
1, 2021, as amended, and declared effective on September 14, 2021. Unless the context requires otherwise, references in this Quarterly
Report on Form 10-Q to “we,” “us,” and “our” refer to Ezfill Holdings, Inc.
Forward-Looking
Statements
The
information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited
to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and
plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “plans,” “projects,” “will,” “would” and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should
not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties
that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation,
the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are
made, and we do not assume any obligation to update any forward-looking statements.
Overview
We
were incorporated under the laws of Delaware in March 2019. We are in the business of operating mobile fueling trucks and are
headquartered in Miami, Florida. EzFill provides its customers the ability to have fuel delivered to their vehicles (cars, boats,
trucks) without leaving their home or office and to construction sites, generators and reserve tanks.
Our
mobile fueling solution gives our fleet, consumer and other customers the ability to fuel their vehicles with the touch of an
app or regularly scheduled service, and without the inconvenience of going to the gas station.
Our
consumer business was impacted significantly in 2020 by the COVID-19 pandemic and has largely returned in 2021 for residential fueling
but is still in the process of recovering at office parks to pre-pandemic levels as employees gradually return to the office.
Results
of Operations
The
following table sets forth our results of operations for the three and nine months ended September 30, 2021 and 2020:
Three
Months Ended
September
30,
Nine
Months Ended
September
30,
2021
2020
2021
2020
Revenues
$ 1,863,599
$ 1,121,133
$ 5,236,016
$ 2,460,174
Cost of sales
1,825,739
1,064,362
5,057,628
2,417,456
Operating expenses
1,794,575
641,945
4,705,108
2,719,394
Depreciation and amortization
237,788
127,298
589,662
324,234
Operating loss
(1,994,504 )
(712,472 )
(5,116,382 )
(3,000,910 )
Other income (expense)
(379,100 )
(11,712 )
(613,311 )
(70,931 )
Net loss
$ (2,373,603 )
$ (724,184 )
$ (5,729,693 )
$ (3,071,841 )
Non-GAAP
Financial Measures
Adjusted
EBITDA is a non-GAAP financial measure which we use in our financial performance analyses. This measure should not be considered a substitute
for GAAP-basis measures, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. We believe
that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation,
amortization, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of
our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ
from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA
assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure
underlying performance and distort comparability.
14
The
following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and nine months
ended September 30, 2021 and 2020:
Three
Months Ended
September
30,
Nine
Months Ended
September
30,
2021
2020
2021
2020
Net loss
$ (2,373,604 )
$ (724,184 )
$ (5,729,693 )
$ (3,071,841 )
Interest expense
533,773
11,712
767,984
70,931
Depreciation and amortization
237,788
127,298
589,662
324,234
Stock compensation
385,030
268,949
1,211,543
1,471,508
Adjusted EBITDA
$ (1,217,013 )
$ (316,225 )
$ (3,160,504 )
$ (1,205,168 )
Gallons delivered
580,462
481,587
1,731,289
1,032,932
Three
months ended September 30, 2021, compared to the three months ended September 30, 2020
Revenues
We
generated revenues of $1,863,599 for the three months ended September 30, 2021, compared to $1,121,133 for the three months ended September
30, 2020, an increase of $742,466 or 66%. This increase is primarily due to a 21% increase in gallons delivered as well as an increase
in the average price per gallon.
Cost
of sales was $1,825,739 for the three months ended September 30, 2021, resulting in a gross profit of $37,859, compared to $1,064,362
for the prior year. The $761,378 or 72% increase in cost of sales is due to the increase in sales.
Operating
Expenses
We
incurred operating expenses of $1,794,575 during the three months ended September 30, 2021, as compared to $641,945 during the prior
year, an increase of $1,152,630 or 180%. This increase was primarily due to increases in payroll, technology spending and insurance.
Depreciation
and Amortization
Amortization
increased in the current year as a result of the acquisition of a technology license.
Other
Income (Expense)
Other
income in the current year resulted from the forgiveness of a loan under the Paycheck Protection Program. Interest expense increased
due to warrants and shares issued in connection with new debt as well as the early repayment of debt and the resulting write-off of unamortized
debt discounts.
Net
Losses
We
sustained a net loss of $2,373,603 for the three months ended September 30, 2021, as compared to $724,184 for the prior year,
an increase of $1,649,420 or 228% as a result of the above.
Nine
months ended September 30, 2021 compared to the Nine months ended September 30, 2020
Revenues
We
generated revenues of $5,236,016 for the nine months ended September 30, 2021, compared to $2,460,174 for the nine months ended September
30, 2020, an increase of $2,775,842 or 113%. This increase is due to a 68% increase in gallons delivered as well as an increase in the
average price per gallon.
Cost
of sales was $5,057,628 for the nine months ended September 30, 2021, compared to $2,417,456 for the prior year. The $2,640,173
or 109% increase in cost of sales is due to the increase in sales.
15
Operating
Expenses
We
incurred operating expenses of $4,705,108 during the nine months ended September 30, 2021, as compared to $2,719,394 during the prior
year, an increase of $1,985,714 or 73%. This increase was primarily due to increases in payroll, technology spending, insurance, truck
maintenance and marketing.
Depreciation
and Amortization
Amortization
increased in the current year as a result of the acquisition of a technology license.
Other
Income (Expense)
Other
income in the current year resulted from the forgiveness of a loan under the Paycheck Protection Program. Interest expense increased
due to warrants and shares issued in connection with new debt as well as the early repayment of debt and the resulting write-off of unamortized
debt discounts.
Net
Losses
We
sustained a net loss of $5,729,693 for the nine months ended September 30, 2021, as compared to $3,071,841 for the prior year, an increase
of $2,657,853 or 87% as a result of the above.
Liquidity
and Capital Resources
Cash
Flow Activities
As
of September 30, 2021, we had an accumulated deficit of $(13,685,693). We have incurred net losses since inception and have funded
operations primarily through sales of our common stock and issuance of notes payable, including to related parties. As of September 30,
2021, we had $20,650,989 in cash as compared to December 31, 2020, when we had $882,870 in cash.
Operating
Activities
Net
cash used in operating activities was $(3,412,763) for the nine months ended September 30, 2021, which was made up primarily by
the net loss and partially offset by an increase in stock-based compensation of $1,211,543, warrants and shares to lenders of
$248,011, and depreciation and amortization of $589,663. Net cash used in operating activities was $(816,057) during the prior
year, which was made up primarily by the net loss and partially offset by depreciation and amortization of $324,235, stock-based compensation
of $1,471,508, and loss on settlement of $300,000.
Investing
Activities
During
the nine months ended September 30, 2021 and 2020, we used $813,283 and $87,661, respectively, for the acquisition of fixed assets. The
amount for 2021 includes deposits on 33 fuel trucks purchased during the quarter.
Financing
Activities
We
generated $23,994,165 of cash flows from financing activities during the nine months ended September 30, 2021, including
$28,750,000 less related expense of $(3,500,426) from the Initial Public Offering, $2,650,000 from new debt borrowings and $115,000
from issuance of stock, less $4,020,409 for the repayment of debt. During the same period of the prior year, we generated $1,260,812
from financing activities, $174,673 from new debt and $1,307,209 from the sale of shares, less $221,070 for the repayment of debt.
Sources
of Capital
From
inception to September 30, 2021, we have funded our activities through capital contributions from issuances of notes payable and the
sale of securities pursuant to the exemption provided by Regulation D, by sale of securities to accredited investors.
The
Company has sustained a net loss since inception and does not have sufficient revenues and income to fully fund the operations. As a
result, the Company has relied on loans from stockholders and others as well as stock sales to fund its activities to date. For the nine
months ended September 30, 2021, the Company had a net loss of $5,729,693. At September 30, 2021, the Company had an accumulated deficit
of $13,685,693 and a working capital surplus of $19,513,450. The Company anticipates that it will continue to incur losses
in future periods until the Company is successful in significantly increasing its revenues, if ever. However, the Company has mitigated
the previously reported going concern issue by raising approximately $25,250,000 in net proceeds from its Initial Public Offering.
16
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
required for smaller reporting companies.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and
current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide
only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance,
management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over
time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As
of September 30, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable
assurance level as of September 30, 2021.
There
has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
17
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
Not
required for smaller reporting companies.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) During
the quarter ended September 30, 2021, the company issued the following securities which were
not registered under the Securities Act:
On
September 30, 2021, we authorized the issuance of 93,750 shares of our common stock to Neighborhood Fuel. The shares were valued at $375,000.
On
September 30, 2021, we authorized the issuance of 150,000 shares of common stock as accrued bonuses and settlements. The shares were
valued at $900,000.
On
September 30, 2021, we authorized the issuance of 53,144 shares of common stock to our Directors. The shares were valued at $200,000.
On
September 30, 2021, we authorized the issuance of 25,000 shares to our legal counsel. The shares were valued at $100,000.
During
the quarter ended September 30, 2021, we authorized the issuance of 57,995 shares to for marketing and promotion. The shares were valued
at $373,249.
During
the quarter ended September 30, 2021, we authorized the issuance of 5,979 shares to employees. The shares were valued at $22,500.
All
of the sales were made pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act or Rule 506(b)
of Regulation D promulgated thereunder and applicable state securities laws.
Use
of Proceeds
(b)
On September 14, 2021, our Registration Statement, as amended, and originally filed on Form S-1 (file No. 333-256691) was declared effective
by the SEC for our initial public offering of 7,187,500 shares of common stock, including 937,500 shares of common stock purchased by
the underwriters pursuant to the exercise of the over-allotment option each at an offering price of $4.00 per share, for aggregate gross
proceeds of approximately $28.75 million. After deducting underwriting discounts, commissions and offering costs incurred by us of approximately
$3.50 million, the net proceeds from the offering were approximately $25.25 million. ThinkEquity LLC acted as sole book-running manager
of the initial public offering. No offering costs were paid or are payable, directly, or indirectly, to our directors or officers, to
persons owning 10% or more of any class of our equity securities, or to any of our affiliates.
There
has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the
SEC on September 16, 2021. Upon receipt, the net proceeds from our IPO were held in cash, cash equivalents and short-term investments.
As of September 30, 2021, we have used approximately $5.1 million of the net proceeds from the IPO. Pending such uses, we plan to continue
investing the unused proceeds from the IPO in fixed, non-speculative income instruments and money market funds.
Item
3. Defaults Upon Senior Securities .
Not
applicable.
Item
4. Mine Safety Disclosures.
Not
Applicable.
Item
5. Other Information .
Not
applicable.
18
Item
6. Exhibits
The
following exhibits are filed as part of this Quarterly Report on Form 10-Q.
Exhibit
Number
Description
of Exhibit
1.1
Form of Underwriting Agreement dated by and between EzFill Holdings Inc. and ThinkEquity LLC, incorporated by reference to Exhibit 1.1 of the Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.
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.
4.1
Form of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 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.
4.2
Form of Representatives Warrant, incorporated by reference to Exhibit 4.2 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.
10.1
Asset Purchase Agreement between Neighborhood Fuel, Inc. and Neighborhood Fuel Holdings, LLC, dated as of February 19, 2020, incorporated by reference to Exhibit 10.1 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.
10.2
Asset Sale and Purchase Agreement between EzFill Fl, LLC and EzFill Holdings, Inc., dated as of April 9, 2019, incorporated by reference to Exhibit 10.2 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.
10.3
Promissory Note, dated November 24, 2020, incorporated by reference to Exhibit 10.8 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.
10.3
Promissory Note, dated June 25, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.11 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.
10.4
Promissory Note dated June 25, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.12 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.
10.5
Promissory Note dated July 26, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.13 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.
10.6
Promissory Note dated July 26, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.14 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.
10.7
Promissory Note dated August 18, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.15 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.
10.8
Promissory Note dated August 19, 2021 issued to Hutton Capital Management, incorporated by reference to Exhibit 10.16 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.
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 Calculation Linkbase Document
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.
+ Indicates
management contract or compensatory plan.
19
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date:
November 10, 2021
EZFILL
HOLDING, INC.
By:
/s/
Michael McConnell
Michael
McConnell
Chief
Executive Officer and Director
(Principal
Executive Officer)
By:
/s/
Arthur Levine
Arthur
Levine
Chief
Financial Officer
(Principal
Financial Officer)
20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.