Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 30, 2024

 

EZFILL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40809		84-4260623
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

67 NW 183rd Street, Miami, Florida 33169

(Address of principal executive offices, including Zip Code)

 

305 -791-1169

(Registrant’s telephone number, including area code)

 

2999 NE 191st Street, Ste 500, Aventura Florida 33180

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		EZFL		NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

A press release announcing compliance with the Equity Rule (as defined below) is being furnished as Exhibit 99.1 to this report.

 

Item 8.01 Other Events

 

Nasdaq Compliance Notice

 

As previously disclosed in Form 8-K filed on August 23, 2023 by EzFill Holdings, Inc. (the “Company”), the Nasdaq Listing Qualifications staff (the “Staff”) in its letter dated August 22, 2023 notified the Company that it did not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5550(b)(1) (the “Equity Rule”). On October 1, 2023 and January 19, 2024, the Company submitted its compliance plan to Nasdaq. Based on the Staff’s review and the materials submitted by the Company, the Staff granted the Company’s request for an extension until February 20, 2024, to comply with the Equity Rule. On February 21, 2024, the Company was further notified that because it had not regained compliance with the Equity Rule, its securities would be delisted unless it requested a hearing. On February 28, 2024, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which was held on May 2, 2024. As previously disclosed in its Form 8-K filed on May 15, 2024, based on the Company’s submissions, the Panel had in its letter dated May 13, 2024, granted the Company an extension of time to regain compliance with the Equity Rule subject to certain terms mentioned in the letter.

 

On August 30, 2024, the Company received a letter from Nasdaq confirming that the Company has (i) regained compliance with the Equity Rule, as required by the Panel’s decision dated May 13, 2024, as amended, and (ii) in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory panel monitor for a period of one year from the date of such letter. If, within that one-year monitoring period, the Staff finds that the Company is no longer in compliance with the Equity Rule, then, notwithstanding Listing Rule 5810(c)(2), the Company will not be permitted to provide Staff with a plan of compliance with respect to such deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3). Instead, the Staff will issue a Delist Determination Letter, and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond/ present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C) and the Company’s securities may at that time be delisted from Nasdaq.

 

Item 9.01 Financial Statements & Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated September 3, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 3, 2024

 

EZFILL HOLDINGS, INC.
By:	/s/ Yehuda Levy
Name:	Yehuda Levy
Title:	Interim Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

EzFill Holdings, Inc. Regains Compliance with NASDAQ Listing Standard

 

MIAMI, FL, September 3, 2024 – EzFill Holdings, Inc. (“EzFill”) or the “Company”) (NASDAQ: EZFL), a pioneer and emerging leader in the mobile fueling industry, today announced that it has regained compliance with Listing Rule 5550(b)(1) which requires a minimum stockholders’ equity of $2,500,000.

 

As previously disclosed, on August 22, 2023, EzFill received a letter from the listing qualifications department staff of Nasdaq notifying the Company that the stockholders’ equity as reported on its Quarterly Report on Form 10-Q for the period ending June 30, 2023 did not satisfy the continued listing requirement that stockholders equity be at least $2,500,000.

 

As previously disclosed, the Company recently completed a series of strategic transactions, including a private placement sale of the Company’s Series B Convertible Preferred Stock, exchanging certain debt of the Company for shares of the Company’s common stock and exchanging certain other debt of the Company for shares of the Company’s Series A Preferred Stock which, among other things, increased the Company’s stockholders equity above the continued listing requirement. Accordingly, on August 30, 2024, Nasdaq Hearings Panel provided the Company with written notice that it had regained compliance with Rule 5550(b)(1).

 

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement for a period of one year from the date of Nasdaq’s compliance letter to the Company. Should the Company fall out of compliance with the minimum equity rule during that time, the Company would become subject to delisting without a cure period. The Company will have the opportunity to request a new hearing should that event occur.

 

About EzFill

 

EzFill is a leader in the fast-growing mobile fuel industry, with the largest market share in its home state of Florida. Its mission is to disrupt the gas station fueling model by providing consumers and businesses with the convenience, safety, and touch-free benefits of on-demand fueling services brought directly to their locations. For commercial and specialty customers, at-site delivery during downtimes enables operators to begin their daily operations with fully fueled vehicles. For more information, visit www.ezfl.com

 

 

With the number of gas stations in the U.S. continuing to decline, corporate giants such as Shell, Exxon, GM, Bridgestone, Enterprise, and Mitsubishi have recognized the increasing shift in consumer behavior and are investing in the fast growing on-demand mobile fueling industry, in companies such as Booster and Yoshi. As the only company to provide fuel delivery in three verticals – consumer, commercial, and specialty including marine and construction equipment, we believe EzFill is well positioned to capitalize on the growing demand for convenient and cost-efficient mobile fueling options.

 

Forward Looking Statements

 

This press release contains “forward-looking statements” Forward-looking statements reflect our current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release except as may be required under applicable securities law.

 

For further information, please contact:

 

Investor Contact

 

TraDigital IR

John McNamara

[e-mail]

 

 

Cover	Aug. 30, 2024
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 2024
Entity File Number	001-40809
Entity Registrant Name	EZFILL HOLDINGS, INC.
Entity Central Index Key	0001817004
Entity Tax Identification Number	84-4260623
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	67 NW 183rd Street
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33169
City Area Code	305
Local Phone Number	791-1169
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	EZFL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	2999 NE 191st Street
Entity Address, Address Line Two	Ste 500
Entity Address, City or Town	Aventura
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33180

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