What changed in this filing

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Item 1. Financial Statements

2023-05-04 compared with 2022-11-14 · 411 added, 281 removed, 355 unchanged (66% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30, 2022

December 31, 2021

September 30, 2022

March 31, 2023

December 31, 2022

6 unchanged sentences

Fixed assets, net of accumulated depreciation of $ 1,407,767 and $ 1,134,680 , respectively

Goodwill and other indefinite lived intangibles

Other intangible assets, net of accumulated amortization of $ 1,897,813 and $ 1,205,379 , respectively

Operating lease right of use asset

3 unchanged sentences

Borrowings under revolving line of credit

Loans payable

Operating lease liabilities

Loans payable - current

Operating lease liabilitie - current

Total Current Liabilities

3 unchanged sentences

Commitments and Contingencies

Stockholders’ Equity

Stockholders’ Equity (Deficit)

Preferred stock, $ .0001 par value;

3 unchanged sentences

50,000,000 shares authorized;

26,490,424 and 26,243,474 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

3,350,577 and 3,335,674 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively

Additional paid in capital

9 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

TOTAL REVENUES

7 unchanged sentences

( 3,269,757 )

( 11,209,905 )

( 5,116,382 )

OTHER INCOME AND EXPENSES

Interest income

Interest expense

Interest and other expense

LOSS BEFORE INCOME TAXES

1 unchanged sentence

( 3,266,510 )

( 11,215,589 )

( 5,729,693 )

PROVISION FOR INCOME TAXES

1 unchanged sentence

$ ( 3,266,510 )

$ ( 11,215,589 )

$ ( 5,729,693 )

NET LOSS PER SHARE

4 unchanged sentences

$ ( 3,266,510 )

$ ( 11,215,589 )

$ ( 5,729,693 )

Other comprehensive loss:

3 unchanged sentences

$ ( 3,313,796 )

$ ( 11,285,090 )

$ ( 5,729,693 )

accompanying notes are an integral part of the consolidated financial statements.

Holdings, Inc.

Consolidated Statements of Stockholders’ Equity (Deficit)

Preferred stock

Additional Paid-in

Other Comprehensive

Stockholder’s Equity

Balance December 31, 2021

$ ( 17,339,396 )

Stock based compensation

Consideration for acquisition

Other comprehensive loss

( 3,266,510 )

Balance March 31, 2022

$ ( 20,605,906 )

Stock based compensation

Other comprehensive loss

( 3,872,670 )

Balance June 30, 2022

$ ( 24,478,576 )

Stock based compensation

Other comprehensive loss

( 4,076,409 )

Balance September 30, 2022

$ ( 28,554,985 )

Preferred stock

Accumulated Other Comprehensive

Total Stockholder’s Equity

Balance December 31, 2020

$ ( 7,956,000 )

$ ( 1,481,744 )

Stock based compensation

Options granted

Debt discount

Issuance of acquisition shares

( 1,349,487 )

Balance March 31, 2021

$ ( 9,305,488 )

Consolidated Statements of Stockholders’ Equity

Comprehensive

Stockholder’s

December 31, 2021

$ ( 17,339,396 )

Stock based compensation

Options granted

Sale of shares

Issuance of shares for technology

Issuance of bonus shares

based compensation – related party

based compensation – other

Consideration

for acquisition

comprehensive loss

( 3,266,510 )

Balance June 30, 2021

March 31, 2022

$ ( 20,605,906 )

December 31, 2022

$ ( 34,845,161 )

Initial public offering, net of expenses

Stock based compensation

Options granted

Issuance of acquisition shares

Issuance of bonus and settlement shares

Warrants and shares to lender

based compensation – related party

based compensation – other

sold under ATM

comprehensive loss

( 2,348,771 )

Balance September 30, 2021

March 31, 2023

$ ( 37,193,932 )

2 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

3 unchanged sentences

Stock based compensation

Warrant and shares to lender

Depreciation and amortization

Amortization of bond premium and realized loss on investments

Amortization of debt discount

Bad debt expense

PPP loan forgiveness

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses and other

Prepaid expenses and deferred offering costs

Operating lease assets and liabilities

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related party

Net cash used in operating activities

2 unchanged sentences

Cash flows from investing activities:

Maturity of debt securities

Maturity and sale of debt securities

Acquisition of business

4 unchanged sentences

Cash flows from financing activities:

Proceeds from Initial Public Offering

Initial Public Offering expenses

( 3,500,426 )

Borrowings under line of credit

Proceeds from issuance of debt and loans

Proceeds from issuance of related party debt

Proceeds from issuance of common stock

Proceeds from issuance of common stock – ATM

Proceeds from issuance of debt

Repayment of debt

( 2,172,010 )

Repayment of related party debt

( 1,848,399 )

Net cash provided by financing activities

1 unchanged sentence

( 1,562,212 )

( 2,989,493 )

Cash and cash equivalents at beginning of period

1 unchanged sentence

Noncash investing and financing activity:

Debt discount

Issuance of acquisition, bonus and settlement shares

Shares issued for technology

Supplemental disclosure of cash flow information:

4 unchanged sentences

to Consolidated Financial Statements

the nine months ended September 30, 2022 and 2021

the three months ended March 31, 2023 and 2022

Nature of Organization and Summary of Significant Accounting Policies

1 unchanged sentence

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.

(the Company) was incorporated on March 28, 2019, in the State of Delaware and operates in Florida providing an on-demand

mobile gas delivery service.

Its wholly owned subsidiary Neighborhood Fuel Holdings, LLC is inactive.

10 unchanged sentences

financial statements for the interim period reported, have been included.

The results for the nine months ended September 30, 2022, are

The results for the three months ended March 31, 2023, are

not necessarily indicative of results to be expected for the year ending December 31, 2023, or for any other interim period or for any

10 unchanged sentences

Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents.

At September 30, 2022, and December 31, 2021, the Company had $ 4,577,597 and $ 13,561,266 in cash and cash equivalents, respectively.

At March 31, 2023, and December 31, 2022, the Company had $ 504,581 and $ 2,066,793 in cash and cash equivalents, respectively.

Available-for-sale

12 unchanged sentences

cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value.

following is a summary of the unrealized gains, losses, and fair value by investment type as of September 30, 2022:

following is a summary of the unrealized gains, losses, and fair value by investment type as of March 31, 2023:

Schedule of Unrealized Gains, Losses, and Fair Value

Corporate bonds

losses on bonds sold and amortization of bond premium during the quarter ended March 31, 2023 were $ 14,341 and $ 7,396 respectively.

During the quarter ended March 31, 2023, proceeds were received for bonds totaling $ 320,000

that matured and bonds totaling approximately $ 831,000 that were sold.

The bonds remaining at March 31, 2023 mature during 2023.

Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad

4 unchanged sentences

Accounts are written off against the allowance after all attempts to collect a receivable have failed.

At September 30, 2022, and December 31, 2021, the allowance was $ 0 and $ 5,665 respectively in the consolidated financial statements.

At March 31, 2023, and December 31, 2022, the allowance was $ 2,716 and $ 0 respectively in the consolidated financial statements.

is valued at the lower of the inventory’s cost or market using the first-in, first-out method.

2 unchanged sentences

consists solely of fuel.

At September 30, 2022, and December 31, 2021, the allowance was $ 0 in the consolidated financial statements.

At March 31, 2023, and December 31, 2022, the allowance was $ 0 and $ 0 in the consolidated financial statements.

Cost of sales includes the cost of fuel sold and wages paid to drivers.

Concentrations

the three months ended September 30, 2022, and 2021, the Company had one customer that made up approximately 29 % and 60 % of revenue,

respectively and another customer that made up approximately 14 % and 0 % respectively.

For the nine months ended September 30, 2022, and

2021, the Company had one customer that made up approximately 37 % and 58 % of revenue, respectively.

Company had two customers that made up 40 % and 11 % of accounts receivable as of September 30, 2022, and two customers that made up 37 %

and 23 % of accounts receivable as of December 31, 2021.

Company purchases substantially all of its fuel from two vendors.

the three months ended March 31, 2023, and 2022, the Company had one customer that made up approximately 21 % and 49 % of revenue, respectively.

Company had one customer that made up 41 % of accounts receivable as of March 31, 2023, and one customer that made up 47 % of accounts

receivable as of December 31, 2022.

Company purchases substantially all of its fuel from three vendors.

Company determines if an arrangement is a lease at inception.

14 unchanged sentences

costs are expensed as incurred.

The Company incurred advertising costs for the three months ended September 30, 2022, and 2021 of $ 488,288

and $ 10,694 , respectively, and for the nine months ended September 30, 2022, and 2021 of $ 1,072,089 and $ 86,775 , respectively.

The Company incurred advertising costs for the three months ended March 31, 2023 and 2022 of $ 39,607

and $ 188,591 , respectively.

Company accounts for income taxes in accordance with ASC 740, Income Taxes , (“ASC 740”) which prescribes a recognition

12 unchanged sentences

including them would have had an anti-dilutive effect:

of Shares Excluded from Computations of Diluted Loss Per Share

Schedule of Shares Excluded from Computations of Diluted Loss Per Share

Three months ended

September 30,

Nine months ended

September 30,

Stock options

Going Concern

Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States

2 unchanged sentences

the Company has relied on equity and debt financings to fund its activities to date.

For the quarter ended September 30, 2022, the Company

For the quarter ended March 31, 2023, the Company

had a net loss of $ 2,348,771 .

At September 30, 2022, the Company had an accumulated deficit of $ 28,554,985 .

At March 31, 2023, the Company had an accumulated deficit of $ 37,193,932 .

The Company anticipates that

it will continue to generate operating losses and use cash in operations through the foreseeable future.

September 2021, the Company completed its Initial Public Offering and raised $ 25,250,000

in net proceeds after deducting the underwriting discount and offering expenses.

The Company anticipates that it will need to raise

additional capital in the next 2-3 months in order to continue to fund its operations.

There is no assurance that the Company will

be able to obtain funds on commercially acceptable terms, if at all.

There is also no assurance that the amount of funds the Company

might raise will enable the Company to complete its initiatives or attain profitable operations.

The Company’s operating needs

include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures.

Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the

Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations with other

companies or acquire other companies to enhance or complement its product and service offerings.

There can be no assurances that

financing will be available on terms which are favorable, or at all.

Company anticipates that it will need to raise additional capital in the next 1-2 months in order to continue to fund its operations.

There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all.

There is also no assurance

that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations.

The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital

and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds will depend on many

factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations

with other companies or acquire other companies to enhance or complement its product and service offerings.

There can be no assurances

that financing will be available on terms which are favorable, or at all.

If the Company is unable to raise additional funding to meet

its working capital needs in the future, it will be forced to delay, reduce, or cease its operations.

Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Related Party Transactions

the nine months ended September 30, 2021, Company issued notes payable to related parties totaling $ 1,550,000 .

The notes were repaid

in the third quarter of 2021.

the nine months ended September 30, 2021, the Company issued 26,573 shares to an executive as a signing bonus and recorded related stock

compensation expense of $ 100,000 and issued 53,144 signing shares to directors and recorded related stock compensation expense of $ 200,000 .

the nine months ended September 30, 2022, the Company issued 182,540 shares of restricted stock and 522,462 stock options to executives.

Included in these amounts are 75,893 shares of stock and 125,951 stock options granted to two former executives for which vesting was

accelerated upon their termination.

The Company also granted a total of 649,074 restricted shares to directors during the nine months

ended September 30, 2022.

The aforementioned grants were made pursuant to the Company’s 2020 Incentive Compensation Plan.

the three months ended March 31, 2022, the Company issued 20,027 shares of restricted stock and 49,564 stock options to executives.

Total stock compensation expense of $ 475,000 is being recorded over the vesting period.

In addition, 2,790 shares of vested stock and

15,744 vested stock options were granted to a former executive for which stock compensation expense of $ 112,500 was recorded.

The aforementioned

grants were made pursuant to the Company’s 2020 Equity Incentive Plan.

the three months ended March 31, 2023, the Company issued 54,825 stock options to an executive in lieu of cash salary for a value of

The aforementioned grant was made pursuant to the Company’s 2022 Equity Incentive Plan.

Company entered into a consulting agreement, dated November 18, 2020, with Balance Labs, Inc.

12 unchanged sentences

Labs 16,613 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, 2022.

The term of the Consulting Agreement was for two years and expired on November 18, 2022.

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 March 31, 2023.

February 10, 2023, the Board of Directors appointed Daniel Arbour as a non-independent director.

Arbour’s term will continue

until its expiration or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal.

Arbour will not serve on any of the Board’s committees.

Upon appointment as a Board member, Mr.

Arbour was granted 10,417 restricted

shares with a value of $ 40,000 that will vest at the next annual shareholder meeting.

Arbour will receive a Board equivalent stock

fee of $ 130,000 .

Stock compensation will be based on a specific dollar amount translated into a specific number of shares of stock.

grant equivalent shares will be granted annually at the Company’s annual meeting date and will fully vest in 12 months or one day

before the following yearʼs annual meeting, whichever is sooner.

Grants will be based on the closing price of the Company on the

effective date of the grant, or the Company’s annual shareholder meeting date.

On February 15, 2023, the Company entered into a

consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy Ltd (“Mountain Views”).

Arbour is the principal and founder of Mountain Views.

Pursuant to the Consulting Agreement, Mountain Views agrees to provide services

as an outsourced chief revenue officer.

The Company will pay Mountain Views $ 13,000 per month and cover certain other expenses.

of the Consulting Agreement is for twelve months from the effective date however, either party may terminate the Consulting Agreement

on two weeks written notice to the other party.

Company is party to a technology license agreement with Fuel Butler LLC, which is owned 20 % by an executive of the Company.

1 unchanged sentence

Schedule of Fixed Assets

September 30, 2022

March 31, 2023

December 31, 2022

6 unchanged sentences

Accumulated depreciation

Fixed assets, net

expense totaled $ 253,908 and $ 35,504 for the three months ended September 30, 2022, and 2021, respectively and $ 584,674 and $ 94,710 for

the nine months ended September 30, 2022, and 2021, respectively.

Intangible Assets

assets consisted of the following:

Schedule of Intangible Assets

September 30, 2022

December 31, 2021

Indefinite lived intangible assets:

Total indefinite lived intangible assets

Other intangible assets:

Customer list

Loading rack license

Technology license

Total other intangible assets

Accumulated amortization

( 1,407,767 )

( 1,134,680 )

Total other intangible assets, net

Fixed assets, net

expense totaled $ 273,087 and $ 100,230 for the three months ended March 31, 2023, and 2022, respectively.

April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Licensor”), under which the

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of the net revenue, as defined, from the use of the technology.

Note 11 for details of intangibles from an acquisition during the nine months ended September 30, 2022.

expense on intangible assets totaled $ 226,724 and $ 202,484 for the three months ended September 30, 2022, and 2021, respectively, and

$ 692,434 and $ 494,953 for the nine months ended September 30, 2022, and 2021, respectively.

amortization schedule for intangible assets as of September 30, 2022, is as follows:

Schedule of Future Amortization Expense for Intangible Assets

2022 (October to December)

Under the Technology Agreement, the Company licensed proprietary technology

that it believed would enable the Company to expand its services to provide its fuel service in high density areas.

Fuel Butler has delivered

a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure to issue equity

securities to Fuel Butler.

The Company has been in communications with Fuel Butler regarding the termination of the Technology Agreement

and continues to believe that the Company is in compliance with the Technology Agreement and that the Technology Agreement continues

to be in force.

While the Company contests Fuel Butler’s claims of breach and contends that in fact Fuel Butler is in breach, the

Company has communicated to Fuel Butler that it wishes to terminate the Technology Agreement.

The Company has sent a proposal to Fuel

Butler whereby it would cease utilizing the Technology and Fuel Butler would return any shares it received under the Technology Agreement.

Accordingly, the Company considers the license to be fully impaired and has fully amortized the license as of December 31, 2022.

impairment loss of $ 1,987,500 was included in Impairment Loss during the year ended December 31, 2022.

Note 11 for details of intangibles from an acquisition during the three months ended March 31, 2022.

was considered impaired, and the Company recognized an impairment loss of $ 166,838 , or the remaining balance of goodwill, during the

year ended December 31, 2022.

This loss was primarily due to the fall in the Company’s stock price and the decrease of the Company’s

market capitalization as well as past operating performance.

As a consequence, management forecasts were revised, and additional risk

factors were applied.

The fair value of the intangibles was estimated using a combination of market comparables (level 1 inputs) and

expected present value of future cash flows (level 3 inputs) and as a result impairment was recorded for a total of $ 482,064 .

expense on intangible assets totaled $ 0 and $ 237,434 for the three months ended March 31, 2023, and 2022, respectively.

Accounts Payable and Accrued Liabilities

Company had accounts payable and accrued liabilities as follows:

Schedule of Accounts Payable and Accrued Liabilities

September 30, 2022

of Accounts Payable and Accrued Liabilities

March 31, 2023

December 31, 2022

2 unchanged sentences

Accrued payroll

Accrued expenses

Accrued interest

Total Accounts Payable and Accrued Liabilities

5 unchanged sentences

The Credit Limit was approximately $ 1.0 million

and $ 16.2 million at September 30, 2022, and December 31, 2021, respectively.

Outstanding borrowings were $ 1,000,000 and $ 0 as of September

30, 2022, and December 31, 2021, respectively.

To secure the repayment of the Credit Limit, the Bank will have a first priority lien and

continuing security interest in the securities held in the Company’s investment portfolio with the Bank.

and $ 3.0 million at March 31, 2023, and December 31, 2022, respectively.

Outstanding borrowings were $ 1.0 million and $ 1.0 million as

of March 31, 2023, and December 31, 2022, respectively.

To secure the repayment of the Credit Limit, the Bank will have a first priority

lien and continuing security interest in the securities held in the Company’s investment portfolio with the Bank.

The amount outstanding

1 unchanged sentence

Interest is due and payable monthly in arrears.

The interest rate on the Line of Credit was 4.50 % at September 30, 2022, and

The interest rate on the Line of Credit was 6.25 % at March 31, 2023, and 5.75 %

at December 31, 2022.

4 unchanged sentences

One of the lenders has provided a commercial line of credit of $ 4.0 million, under which approximately $ 2.6 million

remained available as of September 30, 2022, for the financing of vehicles under retail installment contracts through December 31, 2022.

The vehicle loans under the commercial line of credit and from other sources have interest rates that range from 3.5 % to 9.0 % (primarily

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;

maturity date on the loan was April 21, 2021 ;

the Company had the option to extend the maturity date for seven one-month terms.

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.

March 10, 2021, the Company borrowed a total of $ 300,000 and issued promissory notes for $ 100,000 to each of three related parties.

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.

debt except for vehicle loans was repaid in September 2021 after the consummation of the Company’s IPO.

of debt as of September 30, 2022, are as follows:

Schedule of Maturities of Long-Term Debt

2022 (October to December)

and $ 2.4 million remained available as of March 31, 2023 and December 31, 2022, respectively, for the financing of vehicles under retail

installment contracts through May 31, 2023.

The vehicle loans under the commercial line of credit and from other sources have interest

rates that range from 3.5 % to 9.0 % (primarily 3.5 %).

of debt as of March 31, 2023, are as follows:

of Maturities of Long-Term Debt

2023 (April to December)

Shareholders Equity

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.

August 1, 2020, the Company’s board of directors approved the EzFill Holdings, Inc.

1 unchanged sentence

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 2020 Plan.

The Company has reserved 239,155

of its outstanding shares of common stock for

issuance under the 2020 Plan.

On June 3, 2022, the Company’s board of directors approved the EzFill Holdings, Inc.

Equity Incentive Plan (2022 Plan), which plan has also been approved by the Company’s shareholders.

Incentive Plan (2022 Plan), which plan has also been approved by the Company’s shareholders.

The Company has reserved 325,000

of its outstanding shares of common stock for issuance under the 2022 Plan.

the nine months ended September 30, 2021, 30,559 shares of common stock were sold for cash proceeds of $ 115,000

the nine months ended September 30, 2021, the Company issued 26,573 shares to an executive as a signing bonus and recorded related stock

compensation expense of $ 100,000 and issued 53,144 signing shares to directors and recorded related stock compensation expense of $ 200,000 .

the nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $ 345,000 related to shares granted

for sponsorships and $ 110,000 related to shares granted to consultants.

the nine months ended September 30, 2021, the Company issued 600,000 shares related to accrued bonuses, and 375,000 shares related to

an acquisition that had previously been accrued in 2020.

the nine months ended September 30, 2022, the Company issued 20,000 shares to a consultant for services rendered over the preceding nine

months and recorded stock compensation of $ 68,500

the nine months ended September 30, 2022, the Company issued 40,323 shares to the sellers of the assets of Full Service Fueling.

the nine months ended September 30, 2022, the Company issued 182,540 shares

of restricted stock and 522,462 stock

options to executives.

Total stock compensation expense of $ 587,500 is

being recorded over the vesting period.

Included in these amounts are 75,893 shares

of stock and 125,951 stock

options granted to two former executives for which vesting was accelerated upon their termination.

The Company also granted a total

of 649,074 restricted

shares to directors during the nine months ended September 30, 2022, for which stock compensation expense of $ 305,000 is

being recorded over the vesting period.

The aforementioned grants were made pursuant to the Company’s 2020 Incentive

Compensation Plan.

of its outstanding shares of common stock for

issuance under the 2022 Plan.

the three months ended March 31, 2022, the Company issued 1,250 shares to a consultant for services rendered over the preceding three

the three months ended March 31, 2022, the Company issued 5,040 shares to the sellers of the assets of Full Service Fueling.

February 17, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales

Agent”), pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares (the “Shares”)

of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), having an aggregate offering price

of up to $ 2,096,000 , subject to the terms and conditions of the Sales Agreement.

The Company filed a prospectus supplement to its registration

statement on Form S-3 (File No.

333-268960) offering the Shares.

Under the Sales Agreement, the Sales Agent may sell the Shares in sales

deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended

(the “Securities Act”).

The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all

of the Shares subject to the Sales Agreement and (ii) termination of the Sales Agreement as permitted therein.

The Company will pay the

Sales Agent a fixed commission rate of 3.0 % of the aggregate gross proceeds from the sale of the Shares pursuant to the Sales Agreement

and has agreed to provide the Sales Agent with customary indemnification and contribution rights.

The Company also agreed to reimburse

the Sales Agent the fees and expenses of the Sales Agent including but not limited to the fees and expenses of the counsel to the Sales

Agent, payable upon the execution of the Sales Agreement, in an amount not to exceed $ 50,000 .

In addition, the Company will reimburse

the Sales Agent upon request for such costs, fees and expenses incurred in connection with the Sales Agreement in an amount not to exceed

$ 7,500 on a quarterly basis for the first three quarters of each year and $ 10,000 for the fourth quarter of each year.

During the three

months ended March 31, 2023, a total of 8,393 shares were sold under the Sales Agreement for gross proceeds of $ 26,601 .

related to the ATM were offset against capital up to the amount and the excess is included in operating expenses.

The Sales Agreement

was terminated on March 24, 2023.

the three months ended March 31, 2023, the Company issued 10,417 shares of restricted stock to a director that will vest at the next

annual shareholder meeting and is recording stock compensation expense of $ 40,000 .

The aforementioned grant was made pursuant

to the Company’s 2022 Incentive Compensation Plan.

summary of the restricted stock activity is presented as follows:

Schedule of Restricted Stock Activity

of Restricted Stock Activity

Outstanding at

December 31, 2022

September 30, 2022

March 31, 2023

Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate.

The reduction of stock compensation

expense related to the forfeitures was $ 1,221 for the nine months ended September 30, 2022.

stock compensation expense related to restricted stock was approximately $ 349,000 as of September 30, 2022, which will be recognized

over a weighted-average period of 0.7 years.

stock compensation expense related to restricted stock was approximately $ 124,000 as of March 31, 2023, which will be recognized over

a weighted-average period of 0.6 years.

Options and Warrants

following table represents stock option activity during the nine months ended September 30, 2022:

following table represents stock option activity during the three months ended March 31, 2023:

of Stock Option Activity

Remaining Contractual

Number of Options

Weighted Average

Exercise Price

Weighted Average Remaining Contractual Term

Outstanding at December 31, 2022

Options granted

Outstanding at September 30, 2022

Exercisable at September 30, 2022

Options forfeited

Outstanding at March 31, 2023

Exercisable at March 31, 2023

January 23, 2023, the Company entered into an agreement (the “Consulting Agreement”) with a consultant (the “Consultant”).

For a term of two years unless terminated sooner as provided in the Consulting Agreement (the “Term”), the Consultant has

agreed to provide the Company with certain services including, but not limited to, increasing the Company’s customer base through

assembly of a contract sales team, assisting the Company in reducing its current operating expenses and assisting the Company with franchising

its business.

In exchange for its services, the Consultant received options to purchase 200,000 restricted shares of the Company’s

common stock (the “Options”).

The Options’ exercise prices, vesting requirements, and expiration dates were set forth

in an option agreement between the Consultant and the Company.

At the end of the Term, unless extended by the parties in writing, all

unvested Options will immediately expire.

In conjunction with the Consulting Agreement, the Consultant entered into several Non-Qualified

Stock Option Agreements (“Option Agreements”) with the Company.

The first Option Agreement is for 62,500 option shares that

have an exercise price of $ 4.80 per share and an expiration date five years from the vesting date.

The second Option Agreement is for

50,000 option shares that have an exercise price of $ 8.00 per share and an expiration date five years from the vesting date.

Option Agreement is for 50,000 option shares that have an exercise price of $ 10.00 per share and an expiration date five years from the

vesting date.

The fourth Option Agreement is for 37,500 option shares that have an exercise price of $ 14.00 per share and an expiration

date five years from the vesting date.

Within each of the aforementioned Option Agreements, 90% of the vesting is related to performance conditions and 10% time-based vesting.

Stock compensation recorded in the three months ended March 31, 2023 related to time-based

options as the achievement of the performance conditions is not yet probable.

the three months ended March 31, 2023, the Company issued 54,824 stock options to an executive in lieu of cash salary for a value of

The aforementioned grant was made pursuant to the Company’s 2022 Equity Incentive Plan.

fair value of the stock options was determined using the Black-Scholes option pricing model with the following assumptions:

Schedule of Fair Value Assumptions

Nine Months Ended

September 30, 2022

Three Months Ended

March 31, 2023

Valuation assumptions:

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Dividend yield

stock compensation expense related to stock options was approximately $ 199,000 as of September 30, 2022, which will be recognized over

a weighted-average period of 2.3 years.

stock compensation expense related to stock options was approximately $ 135,000 as of March 31, 2023, which will be recognized over a

weighted-average period of 1.8 years.

underwriter’s representatives for the Company’s IPO received warrants to purchase up to 44,922 shares.

4 unchanged sentences

until September 14, 2024 , at $ 40.00 per share.

intrinsic value of options and warrants outstanding at September 30, 2022, and December 31, 2021 was $ 0 and $ 0 , respectively.

intrinsic value of options and warrants outstanding at March 31, 2023, and December 31, 2022 was $ 0 and $ 0 , respectively.

compensation expense for the three months ended March 31, 2023 totaled approximately $ 192,000 , consisting of $ 50,000 related to options

granted to an executive and approximately $ 3,000 related to options granted to consultants during the quarter, as well as $ 139,000 related

to restricted stock and options granted in prior periods.

On April 27, 2023, the Company executed a 1-for-8 reverse stock split and

decreased the number of shares of its authorized common stock from 500,000,000 shares to 50,000,000 and its preferred stock from 50,000,000

to 5,000,000 .

Refer to Note 11 for details of the reverse stock split.

As a result, all share activity has been restated as if the reverse

stock split had been consummated as of the beginning of the respective period.

Commitments and Contingencies

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for potential insurance or third-party recoveries.

As of September 30, 2022, and December 31, 2021, the Company is not aware of any litigation,

As of March 31, 2023, and December 31, 2022, the Company is not aware of any litigation,

pending litigation, or other transactions that would require accrual or disclosure under GAAP.

1 unchanged sentence

term is 39 months, and the total monthly payment is $ 21,773 , including base rent, estimated operating expenses and sales tax.

rent of $ 14,743 including sales tax was abated for months 1, 13 and 25 of the lease and is subject to a 3% annual increase.

base rent of $ 14,743 including sales tax was abated for months 1, 13 and 25 of the lease and is subject to a 3% annual increase.

Right of Use (“ROU”) asset of $ 735,197 was recognized as a non-cash asset addition with the adoption of the lease accounting

Cash paid for amounts included in the present value of operating lease liabilities was $ 65,320 and $ 181,218 for the three and

nine months ended September 30, 2022, respectively, and is included in cash flows from operating activities in the accompanying consolidated

statement of cash flows.

The operating lease expense for this lease was $ 61,444 and $ 184,333 for the three and nine months ended September

30, 2022, respectively, and is included in operating expenses in the consolidated statements of operations.

minimum payments under non-cancellable leases as of September 30, 2022, were as follows:

Schedule of Future Minimum Payments Under Non-Cancellable Leases

Cash paid for amounts included in the present value of operating lease liabilities was $ 51,461 for the three months ended March

31, 2023, and is included in cash flows from operating activities in the accompanying consolidated statement of cash flows.

The operating

lease expense for this lease was $ 61,444 for the three months ended March 31, 2023, and is included in operating expenses in the consolidated

statements of operations.

minimum payments under non-cancellable leases as of March 31, 2023, were as follows:

of Future Minimum Payments Under Non-Cancellable Leases

Future Minimum Payments

2022 (October 1 to December 31)

2023 (April 1 to December 31)

Total undiscounted operating leases payments

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Total rent expense for

these leases (including the prior headquarters office) was approximately $ 92,000 and $ 39,000 for the nine months ended September 30,

these leases (including the prior headquarters office) was approximately $ 25,370 and $ 36,852 for the three months ended March 31, 2023,

and 2022, respectively.

income before taxes was negative for the nine months ended September 30, 2022.

Tax expense for the nine months ended September 30, 2022,

and 2021, was $ 0 and $ 0 .

income before taxes was negative for the three months ended March 31, 2023.

Tax expense for the three months ended March 31, 2023, and

2022, was $ 0 and $ 0 .

Company reviews its filing positions for all open tax years in all U.S.

18 unchanged sentences

summary of the purchase price allocation at fair value is below.

Schedule of Purchase Price Allocation at Fair Value

of Purchase Price Allocation at Fair Value

Customer list

1 unchanged sentence

Other identifiable intangibles

Purchase Allocation

purchase price was paid as follows:

1 unchanged sentence

Purchase Allocation

vehicles and the identifiable intangibles will be depreciated and amortized over their estimated useful lives.

Transaction costs related

to the acquisition were not material.

results of operations for the nine months ended September 30, 2022, include approximately $ 72,000 of revenue and $ 5,000 net loss related

to the acquired business since the March 11, 2022 , acquisition date.

accompanying unaudited pro forma combined statements of operations present the accounts of EzFill Holdings, Inc.

and Full Service Fueling

for the year ended December 31, 2021, assuming the acquisition occurred on January 1, 2021.

of Unaudited Pro Forma Combined Statement of Operations

Year Ended December 31, 2021

Summary Statement of Operations

Full Service Fueling

$ ( 9,383,397 )

$ ( 122,507 )

$ ( 9,505,904 )

Net Loss per common share – basic and diluted

Weighted average common shares – basic and diluted

vehicles are being depreciated over their estimated useful lives.

The intangibles were written off as impaired during 2022.

costs related to the acquisition were not material.

Subsequent Events

Company evaluates subsequent events that occur after the balance sheet date through the date the financial statements were issued.

April 4, 2023, EzFill Holdings, Inc.

(the “Company” or “Borrower”) entered into a promissory note (the “Promissory

Note”) with The Farkas Group, Inc.

(the “Lender”).

Michael Farkas is the beneficial owner of approximately 26 % of the

Company’s common stock and is the sole shareholder and President of the Lender.

The Promissory Note has a principal sum of $ 262,500

including original issue discount of $ 12,500 and matures on April 4, 2024 (the “Maturity Date”).

The unpaid principal balance

of the Promissory Note from time to time outstanding has a fixed rate of interest equal to 5 % per annum for the first month and after

the first month will begin to accrue interest on the entire balance at 13 % per annum.

All interest will accrue until the Maturity Date.

Unless the Promissory Note is otherwise accelerated, or extended in accordance with its terms and conditions, the entire outstanding

principal balance of the Promissory Note plus all accrued interest shall be due and payable in full on the Maturity Date.

Notwithstanding

this, upon Borrower completing a capital raise (debt or equity) of at least $ 750,000 the entire outstanding principal and interest shall

be immediately due and payable.

If Borrower pays the amount due under the Promissory Note prior to April 4, 2024, the interest for the

entire term shall be immediately due and payable:

if paid prior to May 4, 2023, this will be calculated at 5 %.

The loan was repaid

on April 20, 2023 for the amount of $ 275,625 , including interest.

April 19, 2023, EzFill Holdings, Inc.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)

with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of:

(i) an initial

commitment fee in the amount of $ 700,000 in the form of 250,000 shares (the “Commitment Fee Shares”) of the Company’s

common stock (the “Common Stock”) and (ii) a promissory note in the aggregate principal amount of $ 1,500,000 (the “Note”).

If the Note is repaid in full on or prior to October 19, 2023, the Company can redeem 150,000 of the Commitment Fee Shares for an amount

payable by the Company to the Buyer in cash of $ 8.00 .

Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares

were issued at a value of $ 700,000 , the Note was issued in a principal amount of $ 1,500,000 for a purchase price of $ 1,350,000 , resulting

in an original issue discount of $ 150,000 .

The net proceeds received by the Company from the Investor for the issuance of the Commitment

Fee Shares and Note was $ 1,260,000 , due to a reduction in the $ 1,350,000 purchase price as a result of broker, legal, and transaction

The Purchase Agreement includes additional Company obligations including obligations to satisfy the current public information

requirements under SEC Rule 144(c) and obligations with respect to the use of proceeds from the sale of securities under the Purchase

Pursuant to the terms of the Purchase Agreement, the Company granted the Investor certain rights to accept the securities

issued in certain future Company financings in lieu of the securities issued pursuant to the Purchase Agreement.

The Note matures on

October 19, 2023, six (6) months after the Original Issue Date, and provides for interest to accrue at an interest rate equal to 10 %

per annum, or, upon an Event of Default, as defined in the Note, the lesser of (i) 18 % per annum, and (ii) the maximum amount permitted

under law (the “Default Interest”).

The Investor shall have the right, only following an Event of Default and ending on the

date of payment of the default, to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other

amounts under the Note into fully paid and non-assessable shares of the Company’s Common Stock, as such Common Stock exists on

the date of issuance of the shares underlying the Note, or any shares of capital stock or other securities of the Company into which

such Common Stock shall thereafter be changed or reclassified (the “Conversion Shares”).

The conversion price shall equal

(x) until the date of approval of the holders of a majority of the Company’s outstanding voting Common Stock:

(a) if and to the

extent legally required, to amend the Company’s Articles of Incorporation to increase the number of authorized shares of Common

Stock by at least the number of shares equal to the number of shares of Common Stock issuable under the transaction documents, or (b)

to ratify and approve all of the transactions contemplated by the transaction documents, including the issuance of all of the Commitment

Fee Shares issued and potentially issuable to the Investor thereunder, all as may be required by the applicable rules and regulations

of the Nasdaq (or any successor entity) (“Shareholder Approval”) the greater of (a) $ 0.74 (the “Nasdaq Minimum Price”),

and (b) the lower of the average VWAP over the ten (10) Trading Day period either (i) ending on date of conversion of the Note or (ii)

the date thereof and (y) following the date of the Shareholder Approval, the lower of the average VWAP over the ten (10) Trading Day

period either (i) ending on date of conversion of the Note or (ii) the date thereof to the extent the Conversion Price of the Company’s

Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders

to reduce the par value to the lowest value possible under law.

The Note is subject to adjustment upon certain events such as distributions

and mergers, and has anti-dilution protections for issuance of securities by the Company at a price that is lower than the then-current

conversion price except for certain exempt issuances.

In addition, if, at any time while the Note is issued and outstanding, the Company

issues any convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of common stock, then the Investor will be entitled to acquire, upon the terms applicable to such sales, the aggregate number

of shares it could have acquired if the Note had been converted.

The Note also contains certain negative covenants, including prohibitions

on incurrence of indebtedness without the Investor’s consent, sales of assets, stock repurchases, and distributions.

may not convert the Note into an amount of shares of Common Stock that would result in the beneficial ownership by the Investor and its

affiliates of greater than 9.99 % of the number of shares of Common Stock outstanding.

The Note may be prepaid at any time.

The Note includes

customary Events of Default, including, among other things, payment defaults, covenant breaches, breaches of certain representations

and warranties, certain events of bankruptcy, liquidation and suspension of the Company’s Common Stock from trading.

Event of Default occurs, the holders of the Notes may be entitled to take various actions, which may include the acceleration of amounts

due under the Note and accrual of interest as described above, as well as the conversion of the Note.

The Company entered into a security

agreement with the Investor (the “Security Agreement”) pursuant to which the Company granted the Investor a security interest

in all of the Company’s assets, securing the Company’s obligations under the Purchase Agreement and Note.

April 19, 2023, EzFill Holdings, Inc.

(the “Company”), entered into an employment agreement (the “Agreement”)

with Avishai Vaknin.

Pursuant to the Agreement, Mr.

Vaknin will act as the Company’s Chief

Technology Officer.

The term (“Term”) of the Agreement is for three years.

In lieu of a cash salary, Mr.

be entitled to Performance Based Restricted Stock Units (“PBRS”).

The amount of PBRS issued to Mr.

Vaknin will be up to 325,000

shares of the Company’s restricted common stock, which issuance is subject to the availability of such shares under the Company’s

Equity Incentive Plan.

Vesting of the PBRS will be based on achievement of the performance indicators (“Performance Indicators”)

identified in Schedule I of the Agreement.

On the first anniversary of Mr.

Vaknin’s employment, he will begin to receive a salary

of $ 150,000 per year.

On the second anniversary of Mr.

Vaknin’s employment, this amount will increase to $ 200,000 per year.

cash salary will be paid unless he meets all “time-based” Performance Indicators set forth in Schedule I of the Agreement

within the first year of employment with the Company.

Beginning on the six-month anniversary of Mr.

Vaknin’s employment start date

(“Employment Start Date”), upon meeting pre-determined periodic Key Performance Indicators (“KPIs”) every calendar

year, he will be eligible for a target annual cash bonus of up to $ 150,000 , as adjusted from time to time (pro-rated for the first year

of employment).

Beginning on the six-month anniversary of his Employment Start date as a “C” level executive of the Company,

provided the Company has sufficient available securities, Mr.

Vaknin will be entitled to receive equity awards under the Company’s

Incentive Plan, (the “Incentive Plan”).

The aggregate annual award value under the Incentive Plan will be equal to a target

of up to $ 350,000 worth of Equity Awards, as adjusted from time to time, (the “Grant”), which will be pro-rated for the first

A partial Grant will be possible if some but not all KPIs are achieved or other achievements outside of the KPIs are deemed to

justify a Grant.

On April 19, 2023 (the Effective Date”), the Company entered into a services agreement (the “Services Agreement”)

with Telx Computers Inc.

Vaknin is the Chief Executive Officer of Telx and its sole shareholder.

the Services Agreement, Telx agrees to provide the services listed in Exhibit A of the Services Agreement, which generally entails overseeing

all matters relating to the Company’s technology.

Pursuant to the Services Agreement, the Company will pay Telx $ 10,000 USD per

month and cover other pre-approved expenses.

The term of the Services Agreement is for twelve months from the Effective Date however,

the Company may terminate the Services Agreement with written notice to the other party.

April 24, 2023, the Company entered into an employment agreement (the “Levy Agreement”) with Yehuda Levy.

Pursuant to the

Levy Agreement, Mr.

Levy will act as the Company’s interim CEO for an initial term of one year (“Term”), which may

be extended by the company and Mr.

Levy in writing, if not extended then the term shall continue on a month-to-month basis.

time CEO is chosen, Mr.

Levy’s title shall be converted to Chief Operating Officer for the remainder of the term at the same salary.

For his position as interim CEO, Mr.

Levy will receive an annual base salary of $ 200,000 , less applicable taxes, deductions, and withholdings,

and subject to periodic review (“Base Salary”).

Upon presentation of appropriate documentation in accordance with the Company’s

expense reimbursement policies, the Company will reimburse Mr.

Levy for the reasonable business expenses incurred in connection with

his employment.

Upon meeting pre-determined periodic Key Performance Indicators (“KPIs”) every calendar year, Mr.

be eligible for a target annual cash bonus of up to $ 50,000 , as adjusted from time to time, which will be pro-rated for the first year.

As a “C” level executive of the Company, and provided the Company has sufficient available securities Mr.

Levy will be entitled

to receive equity awards under the Company’s Incentive Plan (the “Incentive Plan”).

The aggregate annual award value

under the Incentive Plan will be equal to a target of up to $ 50,000 worth of Equity Awards, as adjusted from time to time, (the “Grant”),

which will be pro-rated for the first year.

A partial Grant will be possible if some but not all KPIs are achieved or other achievements

outside of the KPIs are deemed to justify a Grant.

April 26, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-eight

(1-for-8) reverse split (the “Reverse Split”), and decreasing the number of shares of its authorized common stock from 500,000,000

shares to 50,000,000 (the “Common Stock Decrease”) and its preferred stock from 50,000,000 to 5,000,000 (the “Preferred

Stock Decrease”).

The Reverse Split, Common Stock Decrease and Preferred Stock Decrease became effective on April 27, 2023.

a result of the Reverse Split, every 8 shares of the Company’s issued and outstanding common stock shall have automatically converted

into one share of common stock, without any change in the par value per share and began trading on a post-split basis under the Company’s

existing trading symbol, “EZFL,” when the market opened on April 27, 2023.

A total of approximately 3,600,577 shares of common

stock were issued and outstanding immediately after the Reverse Split.

No fractional shares will be outstanding following the Reverse

Any holder who would have received a fractional share of common stock will automatically be entitled to receive an additional

fraction of a share of common stock to round up to the next whole share.

In addition, effective as of the same time as the Reverse Split,

proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of common stock

subject to such options or warrants and the exercise price thereof.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements