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What changed 10-Q

Item 5. Other Information

2025-05-21 compared with 2024-11-13 · 66 added, 58 removed, 5 unchanged (96% of the section changed)

OTHER INFORMATION

following exhibits are filed as part of this Quarterly Report on Form 10-Q.

Amended and Restated Certificate of Incorporation of the EzFill Holdings, Inc.

(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.)

Bylaws of EzFill Holdings, Inc.

(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.)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on September 16, 2021.)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on May 1, 2023.)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on June 18, 2024.)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on July 25, 2024.)

Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on August 20, 2024.)

Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on August 20, 2024.)

Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on August 20, 2024.)

Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on August 20, 2024.)

Promissory Note between EzFill Holdings, Inc.

and NextNRG Holding Corp.

dated July 5, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 10, 2024.)

Promissory Note between EzFill Holdings, Inc.

and NextNRG Holding Corp.

dated July 10, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 15, 2024.)

First Amendment dated July 22, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc.

and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp.

(incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 25, 2024.)

Promissory Note between EzFill Holdings, Inc.

and NextNRG Holding Corp.

dated July 22, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 25, 2024.)

Promissory Note between EzFill Holdings, Inc.

and NextNRG Holding Corp.

dated August 6, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 12, 2024.)

Promissory Note between EzFill Holdings, Inc.

and NextNRG Holding Corp.

dated August 14, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 15, 2024.)

Stock Purchase Agreement between EzFill Holdings, Inc.

and NextNRG Holding Corp.

dated August 16, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 19, 2024.)

Exchange Agreement between EzFill Holdings, Inc.

There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of

Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

During the registrant’s last fiscal quarter, no director or officer adopted or terminated :

(i) any contract, instruction or written

plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

(a “Rule 10b5-1 trading arrangement”);

and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item

408(c) of Regulation S-K .

of Amendment to Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware as

of February 13, 2025 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on February

of Representative’s Warrants (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K

filed on February 18, 2025).

Note, dated as of December 26, 2024, by and between the registrant and Gad International Ltd.

(incorporated by reference to Exhibit

10.1 to the registrant’s Current Report on Form 8-K filed on January 2, 2025).

Note, dated as of December 30, 2024, by and between EzFill Holdings, Inc.

and NextNRG Holding Corp.

dated August 16, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 19, 2024.)

Exchange Agreement between EzFill Holdings, Inc.

and AJB Capital Investments LLC dated August 16, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 19, 2024.)

Second Amendment dated September 25, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc.

and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp.

(incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on September 27, 2024.)

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

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.

(incorporated by reference to

Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 2, 2025).

and Sale Agreement, License for Entry, and Bill of Sale, dated as of December 27, 2024, by and between Shell Retail and Convenience

Operations LLC d/b/a Shell TapUp and d/b/a/ Instafuel and EzFill Holdings, Inc.

(incorporated by reference to Exhibit 10.1 to the

registrant’s Current Report on Form 8-K filed on January 3, 2025).

Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc.

and Alcourt LLC (incorporated by reference to Exhibit 10.1

to the registrant’s Current Report on Form 8-K filed on January 21, 2025).

to Promissory Note, dated as of January 15, 2025, by and between EzFill Holdings, Inc.

and Gad International Ltd.

(incorporated by

reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 21, 2025).

Agreement dated as of March 25, 2025 by and between the registrant and Michael D.

Farkas (incorporated by reference to Exhibit 10.1

to the registrant’s Current Report on Form 8-K filed on March 28, 2025).

of Future Receipts Agreement, dated March 24, 2025, by and between the registrant and Redstone Advance Inc.

Receivables Sale and Purchase Agreement, dated March 25, 2025, by and between the registrant and Funderzgroup LLC DBA Mr.

Standard Merchant Cash Advance Agreement, dated as of March 31, 2025 between the registrant and Wynwood Capital Group LLC.

Note issued on March 31, 2025 by the registrant in favor of Alcourt LLC.

1 to the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the registrant’s Registration Statement

on Form S-8 (File No.

333-286418) filed on April 7, 2025).

2 to the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the registrant’s Registration Statement

on Form S-8 (File No.

333-286418) filed on April 7, 2025).

3 to the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the registrant’s Registration Statement

on Form S-8 (File No.

333-286418) filed on April 7, 2025).

Promissory Note, dated May 5, 2025 by and between NextNRG, Inc.

and Michael D.

Farkas (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 9, 2025).

Promissory Note, dated May 9, 2025 by and between NextNRG, Inc.

and Michael D.

Farkas (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 9, 2025).

13a-14(a) Certification of Principal Executive Officer.

13a-14(a) Certification of Principal Financial Officer.

Certification

Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive

Officer and Principal Financial Officer.

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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.

November 13, 2024

HOLDINGS, INC.

Executive Officer and Director

Executive Officer)

Michael Handelman

Financial Officer

Financial Officer)

contracts and compensation plans and arrangements.

to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the

undersigned, thereto duly authorized.

Executive Officer (principal executive officer)

Financial Officer (principal financial officer and principal accounting officer)

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.