Item 1. Financial Statements
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
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.