Filing Analysis
NextNRG, Inc. entered into a $27.2 million Securities Purchase Agreement for the issuance of up to 3,000,000 shares of Series C Convertible Non-Voting Preferred Stock. The deal includes highly dilutive terms, including a mandatory 12.5% dividend and full-ratchet anti-dilution protection.
🚩 Red Flags
- Highly dilutive financing terms (Series C Preferred Stock).
- Mandatory 12.5% monthly dividend increases the company's cash burn/equity dilution pressure.
- Full-ratchet anti-dilution protection is extremely favorable to the investor and highly dilutive to existing shareholders.
- Floating conversion price with a very low floor ($0.135) suggests significant potential for massive share issuance (death spiral characteristics).
- Requirement for reverse stock splits (5-for-1 to 35-for-1) is explicitly mentioned as a triggerable event.
- The investor has a participation right in subsequent placements and restrictive covenants on the company's ability to issue other debt or equity.
📋 Key Facts
- Total offering amount: $27.2 million for up to 3,000,000 shares of Series C Preferred Stock.
- Initial closing on August 13, 2026, involved the issuance of 1,000,000 shares for $9.2 million (partially via cancellation of a $2M senior secured note).
- Series C Preferred Stock carries a mandatory annual dividend of 12.5%, payable monthly in cash or common stock.
- Conversion price for initial shares is set at $0.75 per share; subsequent closings use a floating formula with a floor price of $0.135.
- Contains full-ratchet anti-dilution protection.
- Includes a 'Split Authorization Trigger' requiring stockholder approval for reverse stock splits between 5-for-1 and 35-for-1 upon certain conditions.
NextNRG, Inc. filed an 8-K to announce its financial results for the quarter ended June 30, 2026. The filing serves as a formal announcement of the release of quarterly earnings via press release.
📋 Key Facts
- Report date: August 13, 2026
- Reporting period: Quarter ended June 30, 2026
- Company is an emerging growth company
- The filing includes a press release as Exhibit 99.1
NextNRG, Inc. entered into a $2 million senior secured convertible note agreement with an institutional investor on July 24, 2026. The transaction involves high-interest debt, a significant redemption premium, and the pledging of substantially all company assets as collateral.
🚩 Red Flags
- Extremely short maturity (3 months) suggests urgent liquidity needs or 'bridge' financing.
- High penalty/premium: 50% payment premium on principal upon redemption indicates high cost of capital.
- Asset-backed debt: The company has pledged substantially all assets as collateral to the investor.
- Default penalty: Interest rate jumps significantly (from 12% to 21%) in the event of default.
- Restrictive covenants: Includes a 'no equity issuance' clause and a right of participation for the investor in future placements.
📋 Key Facts
- Issued $2,000,000 in senior secured convertible notes to an institutional investor on July 24, 2026.
- Gross proceeds received: approximately $1.8 million.
- Interest rate is 12% per annum, increasing by 9% (to 21%) upon an Event of Default.
- Maturity date is October 24, 2026 (3-month term).
- Conversion price fixed at $0.75 per share.
- Redemption requires a 50% payment premium on the outstanding principal.
- The Note is secured by a security interest in substantially all of the Company's assets.
NextNRG, Inc. entered into a Merchant Cash Advance (MCA) agreement with Avanza Capital Holdings, LLC on June 30, 2026, to secure $1,000,000 in funding via the sale of future receivables. The deal is characterized by high-cost financing terms and includes a personal guarantee from the CEO.
🚩 Red Flags
- High-cost financing: The company is paying $1,499,900 to receive $940,000 net, representing a significant cost of capital.
- Personal Guarantee: CEO Michael D. Farkas has personally guaranteed the performance of the agreement, indicating high lender risk and potential pressure on management.
- Aggressive Repayment: The 25% daily settlement requirement can severely impact working capital and cash flow volatility.
- Liquidated Damages: Default triggers a penalty of 25% of the unpaid balance as liquidated damages.
📋 Key Facts
- Agreement Date: June 30, 2026
- Total Receivables Purchased Amount: $1,499,900
- Purchase Price (Gross): $1,000,000
- Net Funds Received: $940,000 (after $60,000 fee)
- Repayment Terms: 25% of daily settlements/receivables until fully paid
- Estimated Weekly Payment: ~$62,496 via ACH every Tuesday
- Monthly Collection Cap: $268,732
- Collateral: First priority security interest in all present and future accounts, receivables, inventory, and equipment
- Personal Guarantee: Provided by CEO Michael D. Farkas
NextNRG, Inc. entered into a Stock Purchase Agreement with its CEO and Executive Chairman, Michael D. Farkas, to convert $100,360 of outstanding debt into 260,000 shares of common stock.
🚩 Red Flags
- Related-party transaction: The agreement is with the CEO and Executive Chairman
- Debt conversion: The company is issuing equity to settle a liability, which may indicate liquidity constraints preventing cash repayment of the 2024 Note
📋 Key Facts
- Agreement date: June 16, 2026
- Shares issued: 260,000 shares of common stock
- Issue price: $0.386 per share
- Total value: $100,360
- Transaction structure: Debt-for-equity swap; Mr. Farkas absolved the company of liabilities from a promissory note dated March 7, 2024
NextNRG, Inc. filed an 8-K to furnish a press release containing preliminary financial results for the month of May 2026.
📋 Key Facts
- The filing date is June 5, 2026.
- The company issued a press release regarding preliminary financial results for May 2026.
- The information was provided under Item 7.01 (Regulation FD Disclosure), meaning it is 'furnished' rather than 'filed' for certain liability purposes.
NextNRG, Inc. entered into a private placement agreement to sell 10 million shares of common stock at $0.64 per share, raising gross proceeds of $6.4 million. The company intends to use the funds to support growth, strengthen working capital, and eliminate all of its outstanding convertible debt totaling $2,415,666.
🚩 Red Flags
- Significant dilution to existing shareholders (10 million shares issued).
- Restrictive covenants preventing the Company from accessing capital markets via ATM or Variable Rate Transactions for 60 days post-registration.
📋 Key Facts
- Private placement of 10,000,000 shares of common stock at $0.64 per share.
- Aggregate gross proceeds: $6,400,000.
- Closing date: May 27, 2026.
- Placement agent: A.G.P./Alliance Global Partners with a 7.0% cash fee and up to $60,000 in expenses.
- Planned use of proceeds: Growth, working capital, and elimination of $2,415,666 in convertible debt.
- Lock-up agreement: Directors and executive officers are locked up for 60 days following the effective date of the registration statement.
- Issuance restrictions: Company is prohibited from issuing further common stock or equivalents until 30 days after the registration statement's effective date.
NextNRG, Inc. announced its financial results for the first quarter ended March 31, 2026, via a press release. The filing serves as a standard regulatory disclosure of quarterly performance under Item 2.02.
📋 Key Facts
- Reported financial results for the three months ended March 31, 2026
- The filing was made on May 15, 2026
- The company is classified as an emerging growth company
- The report was signed by CEO Michael Farkas
NextNRG, Inc. entered into a highly distressed $1,000,000 debt agreement with Venture Debt, LLC, featuring an APR of 203.17% and requiring aggressive weekly repayments. The loan is personally guaranteed by CEO Michael Farkas and secured by all corporate and personal assets of the CEO.
🚩 Red Flags
- Extremely high APR (203.17%) indicative of predatory or last-resort financing.
- Weekly repayment schedule of $60,417 creates immediate and severe cash flow pressure.
- CEO personal guarantee and pledge of personal assets suggests the company cannot obtain credit on its own merit.
- Broad default triggers, including 'good faith' belief of impairment by the lender.
- Restrictive covenants prohibit any other financing with interest rates > 10%.
- Significant origination fee (7% of principal) and high interest-to-principal ratio (45%).
📋 Key Facts
- Principal loan amount of $1,000,000 with net proceeds of $930,000 after a $70,000 origination fee.
- Total repayment obligation is $1,450,000, including $450,000 in interest expense.
- Repayment consists of 24 weekly installments of $60,417 beginning immediately.
- The loan carries an effective annual percentage rate (APR) of approximately 203.17%.
- CEO Michael D. Farkas personally guaranteed the loan, pledging all his personal assets as collateral.
- Maturity date is set for October 13, 2026.
- Includes a $145,000 penalty fee for each violation of restrictive debt covenants.
NextNRG, Inc. entered into two secured promissory notes totaling $550,000 in principal with Agile Hudson Partners and FirstFire Global Opportunities Fund. These notes carry high costs, including original issue discounts and variable conversion features that allow lenders to convert debt into equity at a 20% discount to market prices.
🚩 Red Flags
- Death spiral financing structure: Variable conversion price at 80% of the lowest market prices.
- High cost of capital: 10% OID plus a 10% guaranteed interest charge on a 12-month note.
- Extreme default penalties: 150% repayment requirement plus $5,000 monthly principal escalators.
- All-asset security interest: Lenders have a first-priority lien on all company property and subsidiary equity.
- Penny stock trigger: If the stock falls to penny stock status, the company must pay $0.35 per commitment share in cash.
📋 Key Facts
- Issued two secured promissory notes with a total principal of $550,000 ($275,000 each).
- Notes were issued with a $25,000 original issue discount (OID) each, resulting in $500,000 total cash proceeds.
- A one-time guaranteed interest charge of 10% ($27,500 per note) was earned upon issuance.
- Notes are convertible after six months at 80% of the average of the three lowest VWAPs during the 15 trading days preceding conversion.
- The debt is secured by a first-priority security interest in all assets of the Company and its subsidiaries.
- Default penalties include a 150% multiplier on the outstanding balance and a $5,000 monthly increase in principal until repaid.
- Issued 50,000 commitment shares to each lender as additional consideration.
NextNRG, Inc. announced the expansion of its EzFill mobile fueling division into the Gainesville, Florida market. The disclosure was made via a press release on April 22, 2026, and filed under Regulation FD.
📋 Key Facts
- Expansion of EzFill mobile fueling operations into Gainesville, Florida
- Press release issued and filed on April 22, 2026
- Company is an emerging growth company listed on the Nasdaq Capital Market
NextNRG, Inc. issued a press release on April 15, 2026, announcing its financial results for the fourth quarter and full fiscal year ended December 31, 2025. The filing serves as a standard disclosure of earnings performance to the public.
📋 Key Facts
- The report covers the fiscal year and fourth quarter ended December 31, 2025.
- The press release was issued on April 15, 2026.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- Michael Farkas, Chief Executive Officer, signed the filing.
NextNRG, Inc. entered into two high-cost debt agreements totaling approximately $2.47 million in principal, including a $1.72 million convertible note and a $750,000 term loan. The financing features predatory terms, including a 173.06% APR on the term loan and a personal guarantee from the CEO.
🚩 Red Flags
- Extremely high APR of 173.06% on the Cashera loan.
- CEO personal guarantee suggests the company cannot obtain credit on its own merits.
- Weekly repayment schedule creates immediate and severe cash flow pressure.
- Confession of judgment clause allows the lender to obtain a legal judgment without a trial.
- Default penalties on the Leviston note increase the outstanding balance to 150%.
- Issuance of 'inducement' shares and OID indicates high cost of capital.
📋 Key Facts
- Entered into a $1,724,444 senior secured convertible note with Leviston Resources, LLC with a $172,444 original issue discount (OID).
- Issued 243,300 shares of common stock to Leviston as additional consideration for the note.
- The Leviston Note features a 150% balance multiplier penalty upon an Event of Default and conversion at 80% of the three lowest VWAPs.
- Secured a $750,000 term loan from Cashera Private Credit Inc. with a total repayment obligation of $1,050,000 ($300,000 interest expense).
- The Cashera loan carries an effective APR of 173.06% and requires 24 weekly installments of $43,750.
- CEO Michael D. Farkas personally guaranteed the Cashera loan.
- The Cashera agreement includes a 'confession of judgment' clause in the State of Utah.
NextNRG, Inc. received a notice from Nasdaq on March 16, 2026, for failing to maintain the $1.00 minimum bid price requirement for 30 consecutive business days. The company has 180 days, until September 14, 2026, to regain compliance by having its stock price close at $1.00 or higher for at least 10 consecutive business days.
🚩 Red Flags
- Failure to maintain the $1.00 minimum bid price indicates significant market devaluation.
- The company explicitly mentions a reverse stock split as a potential cure for the deficiency.
- Potential for delisting from the Nasdaq Capital Market if compliance is not regained.
📋 Key Facts
- Notice received from Nasdaq Listing Qualifications Department on March 16, 2026.
- Non-compliance with Nasdaq Listing Rule 5550(a)(2) regarding the $1.00 minimum bid price.
- Initial compliance period of 180 calendar days expires on September 14, 2026.
- Compliance requires a closing bid price of at least $1.00 for a minimum of 10 consecutive business days.
- A second 180-day extension may be available if the company meets other listing standards and signals intent to perform a reverse stock split.
NextNRG, Inc. entered into two significant financing transactions: a $1.75 million debt-for-equity swap to retire a promissory note and a $2.1 million future receivables sale. The receivables agreement is secured by a first priority lien on all assets and a personal guarantee from the CEO.
🚩 Red Flags
- High-cost financing: The receivables sale implies a ~32% premium ($672,000) over the $2.1M advanced.
- Aggressive repayment schedule: Biweekly payments of $231,000 suggest significant cash flow pressure.
- Debt-for-equity swap: Settling debt with shares at $0.55/share often indicates a lack of cash to meet maturity obligations.
- CEO Personal Guarantee: Typically required only when corporate credit is insufficient to secure financing.
- First priority lien on all assets: Limits the company's ability to secure future traditional bank financing.
📋 Key Facts
- Issued 3,181,818 shares of common stock at $0.55 per share to settle $1,750,000 of a $2,000,000 promissory note originally issued in July 2025.
- Entered into a Future Receivables Sale and Purchase Agreement for $2,100,000 (net $1,994,965 after fees) in exchange for $2,772,000 of future receipts.
- The receivables agreement requires biweekly payments of $231,000.
- CEO Michael D. Farkas personally guaranteed the obligations under the Receivables Agreement.
- The company granted a first priority lien on all interests, including deposit accounts, receivables, and inventory, to the purchaser of the receivables.
NextNRG, Inc. entered into a Stock Purchase Agreement on February 18, 2026, to sell 133,333 shares of common stock to a single investor for total proceeds of $100,000.
🚩 Red Flags
- The extremely small size of the capital raise ($100,000) for a Nasdaq-listed company may indicate urgent liquidity needs or difficulty securing larger financing.
- The share price of $0.75 is below the $1.00 Nasdaq minimum bid price requirement, suggesting potential delisting risk if the stock price does not recover.
📋 Key Facts
- Agreement date: February 18, 2026
- Number of shares: 133,333
- Purchase price per share: $0.75
- Total transaction value: $100,000
- The company is listed on the Nasdaq Capital Market under the ticker NXXT
NextNRG, Inc. entered into a Stock Purchase Agreement on February 12, 2026, to sell 300,000 shares of common stock at $0.75 per share.
🚩 Red Flags
- Low share price ($0.75) suggests potential liquidity or valuation concerns common in micro-cap companies.
- The issuance of new shares results in immediate dilution for existing shareholders.
📋 Key Facts
- Date of agreement: February 12, 2026
- Total number of shares to be issued: 300,000 shares of common stock
- Total purchase price: $225,000
- Price per share: $0.75
- Exchange: Nasdaq Capital Market (NXXT)
NextNRG, Inc. entered into two separate stock purchase agreements on January 28 and 29, 2026, to sell a total of 523,060 shares of common stock to an investor for a combined $500,000.
🚩 Red Flags
- Significant dilution: The issuance of over 523k shares at sub-$1.00 pricing suggests a need for immediate liquidity in a micro-cap environment.
- Low share price: Pricing under $1.00 may indicate proximity to Nasdaq minimum bid requirements or general market distress.
📋 Key Facts
- January 28 SPA: Sale of 368,421 shares at $0.95 per share for a total of $350,000.
- January 29 SPA: Sale of 154,639 shares at $0.97 per share for a total of $150,000.
- Total capital raised through these two agreements is $500,000.
- The company is an emerging growth company.
NextNRG, Inc. entered into a Stock Purchase Agreement (SPA) on January 20, 2026, to sell 462,962 shares of common stock for a total consideration of $500,000.
🚩 Red Flags
- Equity dilution for existing shareholders via the issuance of 462,962 new shares.
📋 Key Facts
- Date of agreement: January 20, 2026
- Total purchase price: $500,000
- Number of shares to be issued: 462,962 common shares
- Price per share: $1.08
NextNRG, Inc. has terminated its At The Market (ATM) Sales Agreement with ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC, effective January 17, 2026.
🚩 Red Flags
- Reduction in ATM capacity (from $75M to $60M) prior to termination suggests a potential need for liquidity that was not met or a change in financing strategy.
- Termination of an ATM agreement can sometimes indicate a company is no longer actively seeking equity dilution, but it can also signal the end of a primary source of working capital.
📋 Key Facts
- The ATM Agreement was originally entered into on July 3, 2025, for an aggregate offering price of up to $75,000,000.
- An amendment on November 14, 2025, reduced the total allowed offering amount from $75,000,000 to $60,000,000.
- The termination of the agreement became effective on January 17, 2026.
- The company is an 'emerging growth company' as defined by the SEC.
NextNRG, Inc. held its annual meeting of stockholders on December 29, 2025. The results included the election of five directors and approval for a change in state of incorporation from Delaware to Nevada.
📋 Key Facts
- Annual meeting held on December 29, 2025.
- Five nominees elected to the Board: Michael D. Farkas, Daniel Arbour, Bennett Kurtz, Jack Leibler, and Sean Oppen.
- Stockholders approved a change in state of incorporation from Delaware to Nevada (95,755,366 votes 'For').
- M&K CPAs, PLLC was ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- The company is classified as an emerging growth company.
NextNRG, Inc. was served with a lawsuit by Cohen Global Energy LLC alleging an event of default on a $5.0 million promissory note held by a consolidated subsidiary. The lender is seeking to accelerate all outstanding amounts and impose default-related charges following failed extension negotiations.
🚩 Red Flags
- Event of default on a $5.0 million promissory note for a micro-cap company represents significant liquidity risk.
- Litigation regarding debt repayment often precedes insolvency or restructuring in small-cap entities.
- Failed negotiations with lenders indicate high credit/liquidity stress.
📋 Key Facts
- Lender (Cohen Global Energy LLC) filed a complaint on December 24, 2025.
- The dispute involves a $5.0 million promissory note issued by Next/Ingle Holdings LLC (a consolidated subsidiary).
- The Note was originally dated December 16, 2024, and had an initial maturity of March 31, 2025.
- Extensions were previously granted through November 1, 2025, but further negotiations failed.
- Lender is seeking to declare all outstanding amounts immediately due and payable plus default-related charges.
NextNRG, Inc. entered into a Stock Purchase Agreement with its CEO and majority stockholder, Michael D. Farkas, to settle $1.04 million in accrued interest on outstanding promissory notes through the issuance of 1,000,000 restricted shares.
🚩 Red Flags
- Related-party transaction involving the CEO and majority stockholder
- Debt settlement via equity issuance, which can be dilutive to minority shareholders
- The company is using its own stock to service interest on debt owed to an insider
- Significant portion of the transaction involves 'restricted' shares
📋 Key Facts
- Date of agreement: November 24, 2025
- Counterparty: Michael D. Farkas (CEO, Executive Chairman, and majority stockholder)
- Transaction amount: $1,040,000 in accrued interest settlement
- Consideration: Issuance of 1,000,000 restricted shares of common stock at $1.04 per share
- Note status: The principal under the original promissory notes remains outstanding
NextNRG, Inc. entered into two separate Power Purchase Agreements (PPAs) with Sunnyside Nursing and Post-Acute Care Center and Topanga Nursing and Post-Acute Care Center. The agreements involve the design, installation, and operation of solar plus battery energy storage systems at both facilities.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Entered into two PPAs on November 17, 2025, via wholly owned subsidiaries (NextNRG Sunnyside Microgrid LLC and NextNRG Topanga Microgrid LLC).
- Sunnyside PPA: 409 kW Solar + 300 kW/1,200 kWh Battery Energy Storage System; 28-year initial term.
- Topanga PPA: 350 kW Solar + 250 kW/1,000 kWh Battery Energy Storage System; 28-year initial term.
- Both projects have an anticipated Commercial Operation Date of October 30, 2026.
- Environmental incentives and tax credits accrue to the Seller (NextNRG subsidiaries).
- Purchasers have options to buy the systems at fair market value.
NextNRG, Inc. completed a third closing of a series of senior secured convertible note issuances on November 12, 2025. This follows two previous closings in September and October 2025, part of an aggregate $11.8 million financing program involving warrants and due diligence notes.
🚩 Red Flags
- Repeated financing rounds (three closings in ~3 months) suggest urgent need for liquidity.
- Significant Original Issue Discount (OID) of 18% indicates high cost of capital.
- Issuance of senior secured convertible notes often leads to significant dilution and potential downward pressure on stock price upon conversion.
📋 Key Facts
- Third Closing occurred on November 12, 2025, for $2,950,000 in principal amount of senior secured convertible notes.
- The transaction included 750,000 warrants with an exercise price of $5.00 and $295,000 in due diligence notes/warrants.
- Gross proceeds received at this closing were $2,500,000, reflecting an 18% original issue discount (OID).
- The conversion price for the Third Closing was set at $1.688 per share of Common Stock.
- Total aggregate principal amount of notes under the September 8, 2025 Purchase Agreement is up to $11,800,000.
NextNRG, Inc. filed an 8-K to announce its third quarter financial results for the period ended September 30, 2025. The filing serves as a formal announcement of the earnings release via Exhibit 99.1.
📋 Key Facts
- Reporting date: November 17, 2025
- Period covered: Third quarter ended September 30, 2025
- The company is an emerging growth company as defined by the SEC
- Financial results were released via press release (Exhibit 99.1)
NextNRG, Inc. has amended its existing At-The-Market (ATM) sales agreement to reduce the total aggregate offering amount from $75 million to $60 million.
🚩 Red Flags
- Reduction in total capacity of the ATM program suggests a potential shift in capital requirements or a strategic decision to limit dilution/funding access.
📋 Key Facts
- Amendment No. 1 to the ATM Sales Agreement was executed on November 14, 2025.
- The aggregate allowed offering amount is reduced by $15,000,000 (from $75M to $60M).
- Sales agents include ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC.
- The original agreement was dated July 3, 2025.
NextNRG, Inc. has completed a third tranche of a multi-stage financing involving senior secured convertible notes and warrants. This follows two previous closings in September and early October 2025, totaling significant potential dilution for existing shareholders.
🚩 Red Flags
- Significant dilution risk due to multiple tranches of convertible notes and warrants being issued in rapid succession.
- High original issue discount (18%) on the debt instruments suggests expensive financing terms.
- The use of 'due diligence notes' and 'due diligence warrants' paid to a consultant of the investor is often viewed as a way to compensate intermediaries, which can be a red flag for micro-cap companies.
- Frequent capital raises (Sept 8, Oct 3, Oct 22) indicate high cash burn or urgent need for liquidity.
📋 Key Facts
- On October 22, 2025, the Company issued $1,475,000 in senior secured convertible notes and $147,500 in due diligence notes.
- The transaction included warrants to purchase up to 375,000 shares of common stock and due diligence warrants for 37,500 shares.
- Gross proceeds from the October 22 closing were $1,250,000, reflecting an 18% original issue discount (OID) on the notes.
- The conversion price for the most recent issuance is set at $1.82 per share of Common Stock.
- Warrants carry an exercise price of $5.00 per share.
- Total potential principal amount under the master Purchase Agreement is up to $11,800,000 in senior secured convertible notes.
NextNRG, Inc. has completed two closings of a multi-tranche financing involving senior secured convertible notes and warrants totaling up to $11.8 million in principal. The transactions include significant original issue discounts (OID) and the issuance of due diligence notes/warrants to an investor's consultant.
🚩 Red Flags
- High Original Issue Discount (OID) of 18% on notes, indicating high cost of capital/distressed financing terms.
- Issuance of 'Due Diligence Notes' and warrants to a consultant of the investor, which can be viewed as a form of compensation for the transaction.
- Significant potential dilution from convertible notes and large warrant quantities (3M shares).
- Multiple closings in a short period suggests urgent need for liquidity.
📋 Key Facts
- Total aggregate principal amount of senior secured convertible notes: up to $11,800,000.
- Warrants issued for up to 3,000,000 shares at an exercise price of $5.00 per share.
- Initial Closing (Sept 8, 2025): Issued $2,950,000 in Notes and $295,000 in Due Diligence Notes; received $2,500,000 gross proceeds (18% OID).
- Second Closing (Oct 3, 2025): Issued $1,475,000 in Notes and $147,500 in Due Diligence Notes; received $1,250,000 gross proceeds (18% OID).
- Conversion price for the Second Closing was set at $1.92 per share.
- Issuance of shares is being covered by a previously effective S-3 shelf registration statement.
NextNRG, Inc. entered into a Stock Purchase Agreement with its CEO and Executive Chairman, Michael D. Farkas, to settle $1.67 million in outstanding debt through the issuance of 1,000,000 restricted shares.
🚩 Red Flags
- Related-party transaction involving the CEO/Executive Chairman
- Conversion of significant short-term debt into equity (potential dilution)
- Multiple promissory notes issued within a very tight two-month window in mid-2025, suggesting potential liquidity constraints or reliance on insider financing
📋 Key Facts
- Date of agreement: September 18, 2025
- Counterparty: Michael D. Farkas (CEO and Executive Chairman)
- Transaction type: Debt-for-equity swap via Stock Purchase Agreement (SPA)
- Shares issued: 1,000,000 restricted shares of common stock
- Price per share: $1.67
- Total consideration: $1,670,000 (via cancellation of promissory notes)
- Debt origin dates: May 5, May 9, May 19, May 20, and June 10, 2025
NextNRG, Inc. issued a press release on September 10, 2025, announcing preliminary unaudited financial results for August 2025 via Item 7.01 (Regulation FD Disclosure). The filing serves as a mechanism to distribute non-public information to the market simultaneously.
🚩 Red Flags
- None identified in the provided text; however, preliminary results are unaudited and subject to change.
📋 Key Facts
- Company issued preliminary unaudited financial results for August 2025.
- The disclosure was made pursuant to Item 7.01 of Form 8-K (Regulation FD).
- Information is contained in Exhibit 99.1 and is not considered 'filed' for purposes of Section 18 liability.
NextNRG, Inc. entered into a significant securities purchase agreement for up to $11.8 million in senior secured convertible notes and warrants. The transaction includes an initial closing of $2.95 million in notes and associated equity instruments, featuring high interest rates upon default and a personal guaranty from the CEO.
🚩 Red Flags
- High-interest debt: 18% interest rate applies upon default/maturity.
- Personal Guaranty: The CEO has personally guaranteed the company's debt, increasing individual risk and potential governance conflict.
- Death Spiral Provisions: Conversion price is tied to Nasdaq Minimum Price (floating), which can lead to massive dilution if the stock price drops.
- Liquidation Damages: Upon default, the holder can elect a cash payment of 120% of principal or a value based on VWAP, creating significant liquidity risk.
- Security Interest: The company granted a security interest in certain property to secure the notes.
📋 Key Facts
- Entered into a Purchase Agreement on September 8, 2025, for up to $11,800,000 in senior secured convertible notes.
- Initial closing occurred on Sept 8, 2025, involving $2,950,000 in Notes and 750,000 Warrants.
- The Company received $2,500,000 gross proceeds at Initial Closing (18% original issue discount).
- Warrants allow for the purchase of up to 3,000,000 shares of Common Stock at an exercise price of $5.00.
- Notes accrue interest at a rate of up to 18% per annum upon Maturity or Event of Default.
- The CEO (Michael Farkas) provided a personal guaranty for the obligations under the Notes and Security Agreement.
NextNRG, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2025. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Report date: August 15, 2025
- Reporting period: Second Quarter ended June 30, 2025
- The company is an emerging growth company.
- Financial results were released via press release (Exhibit 99.1).
NextNRG, Inc. entered into an Advisory Agreement with Buckingham Consultants, LLC and Michael Weisz for strategic advisory services. The agreement includes significant equity compensation and performance-based bonuses tied to revenue.
🚩 Red Flags
- Significant dilution risk: Issuance of 1.25 million shares to an advisor.
- Uncapped performance-based bonuses (1% revenue share) create long-term liability and potential conflict of interest.
- Cash fee contingent on a $25M capital raise suggests the company is actively seeking significant liquidity.
📋 Key Facts
- Agreement dated August 8, 2025, with Buckingham Consultants, LLC and Michael Weisz.
- Equity Compensation: 1,250,000 shares of common stock vesting over 12 months (three tranches).
- Monthly Cash Fee: $10,000 per month, triggered by a $25 million capital raise or 90 days post-execution.
- Performance Bonus: 1% of net revenue in cash and 1% in equity for qualifying projects, with no cap on compensation.
NextNRG, Inc. issued an 8-K to announce the release of preliminary unaudited financial results for July 2025 via a press release.
📋 Key Facts
- The company released preliminary unaudited financial results for the month of July 2025 on August 7, 2025.
- Information was disclosed under Item 7.01 (Regulation FD Disclosure).
- The disclosure is not considered 'filed' for purposes of Section 18 liability.
NextNRG, Inc. entered into a Stock Purchase Agreement to settle $2.325 million in debt via the issuance of 1,081,395 restricted shares and simultaneously secured a new $2 million promissory note with an 18% interest rate.
🚩 Red Flags
- High-interest debt: The new note carries an 18% annual interest rate, indicating high cost of capital and potential liquidity stress.
- Debt-for-equity swap: Settling existing debt via equity issuance can lead to significant dilution for current shareholders.
- Aggressive repayment schedule: Monthly payments of $125,000 on a $2M note suggest tight cash flow requirements.
- Multiple 8-K items in one filing (Item 1.01, 2.03, 3.02) indicating complex and rapid financial restructuring.
📋 Key Facts
- On July 11, 2025, Company issued 1,081,395 restricted shares at $2.15 per share to settle a $2,325,000 liability from a March 24, 2025 agreement.
- On July 15, 2025, Company entered into a new $2,000,000 promissory note for working capital.
- The new Note carries an 18% annual interest rate and a 5% original issue discount (OID).
- The Note matures on March 11, 2026, with monthly payments of $125,000 starting August 15, 2025.
- The Company has the option to pay interest ($360,000) in restricted shares at approximately $1.82 per share.
NextNRG, Inc. entered into an At The Market (ATM) Sales Agreement to facilitate the potential sale of common stock up to an aggregate price of $75,000,000. The agreement involves ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC as sales agents.
🚩 Red Flags
- Potential for significant shareholder dilution due to the large $75M offering capacity.
- ATM offerings can create downward pressure on stock price as shares are sold into the market.
📋 Key Facts
- Entered into ATM Sales Agreement on July 3, 2025.
- Aggregate offering price cap of $75,000,000.
- Sales agents include ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC.
- Fixed commission rate of 3.0% on aggregate gross proceeds.
- Reimbursement for Agent expenses capped at $75,000 upon execution; quarterly caps apply thereafter ($10,000 in Q4).
- Sales will be conducted under an existing Form S-3 registration statement (File No. 333-268960) effective Jan 3, 2023.
NextNRG, Inc. has entered into a second amendment to its $1M promissory note with Alcourt LLC, extending the maturity date to June 30, 2025, in exchange for issuing 90,000 shares of common stock. This follows a previous extension that also involved equity issuance and cash fees, indicating ongoing liquidity struggles.
🚩 Red Flags
- Repeated equity-for-debt extensions suggest significant liquidity constraints.
- The company is effectively using its stock as a primary mechanism to delay debt maturity (death spiral potential).
- Maturity date of June 30, 2025, is imminent relative to the filing date.
📋 Key Facts
- The Alcourt Note principal sum is $1,000,000.
- Amendment No. 2 (dated June 23, 2025) extends the maturity date to June 30, 2025.
- In exchange for this extension, the Company issued 90,000 shares of common stock to Alcourt LLC.
- The Company has an option to extend for additional one-month periods until September 30, 2025, at a cost of 90,000 shares per month.
- A previous amendment (Amendment No. 1) involved the issuance of 26,000 shares and a $150,000 cash fee.
NextNRG, Inc. entered into two loan agreements on June 27, 2025, totaling $3,000,000 from two accredited investors. The loans are secured by pledging 5,800,000 shares of common stock and include significant interest payments in the form of equity.
🚩 Red Flags
- High cost of capital: Total interest ($1.35M) represents 45% of the principal amount ($3M).
- Significant dilution risk: Issuance of 450,000 interest shares plus potential liquidation of pledged shares.
- Aggressive security terms: Lenders retain all remaining Pledged Shares after debt recovery in a default scenario (forfeiture clause).
- Heavy reliance on debt financing to fund operations.
📋 Key Facts
- Two loan agreements entered into on June 27, 2025, with two accredited investors.
- Total principal amount: $3,000,000 ($1,500,000 from each lender).
- Interest to be paid in common stock at a price of $3.00 per share.
- Aggregate interest due over the full term is $1,350,000 (450,000 shares).
- The company pledged 5,800,000 shares as security for the loans.
- In default, lenders can sell Pledged Shares to cover debt and retain any remaining shares without payment from the company.
NextNRG, Inc. issued a press release on June 24, 2025, announcing preliminary unaudited financial results for the month of May 2025.
📋 Key Facts
- The company released preliminary unaudited financial results for May 2025 via Exhibit 99.1.
- The disclosure was made pursuant to Item 7.01 (Regulation FD Disclosure).
- The information is not considered 'filed' for purposes of Section 18 liability under the Exchange Act.
NextNRG, Inc. entered into a Stock Purchase Agreement with Agile Capital Funding LLC to issue 256,667 shares at $3.00 per share. The transaction is structured as a debt-for-equity swap where the buyer will absolve a subsidiary of $770,000 in liabilities instead of providing cash.
🚩 Red Flags
- Non-cash transaction: The company receives no new cash proceeds, indicating potential liquidity constraints.
- Debt-for-equity swap: Using equity to settle subsidiary liabilities can lead to significant dilution for existing shareholders.
- Micro-cap financing pattern: This type of structured financing is common in companies struggling with working capital.
📋 Key Facts
- Date of agreement: June 20, 2025
- Total shares to be issued: 256,667 common stock shares
- Price per share: $3.00
- Aggregate value: approximately $770,000
- Transaction structure: Debt-for-equity swap (Buyer absolves Next NRG LLC of $770,000 in liabilities)
- Cash proceeds to Company: $0.00
- The shares will be registered via a prospectus supplement on Form S-3.
NextNRG, Inc. entered into a Master Lease Agreement with Equify Financial and simultaneously issued a $436,000 promissory note to its CEO/Chairman, Michael D. Farkas, for working capital.
🚩 Red Flags
- Related-party transaction: The CEO (Michael D. Farkas) is the lender for a $436,000 promissory note.
- High interest/discount terms: Previous note included a $46,000 original issue discount; current note has 12% interest.
- Liquidity pressure: The company is borrowing from its CEO to fund 'working capital needs,' suggesting external financing challenges.
- Contingent maturity: The debt matures early if the company fails to raise $4 million.
📋 Key Facts
- Entered into a Master Lease Agreement with Equify Financial, LLC on June 9, 2025.
- Executed Equipment Lease Schedule No. 001 for equipment totaling $899,640; term is 36 months starting August 1, 2025.
- Lease payments are $27,790 monthly after an initial payment of $27,886.
- Issued a $436,000 promissory note to CEO Michael D. Farkas on June 10, 2025.
- The Farkas Note carries a 12% fixed interest rate and matures June 9, 2026, or upon a $4M capital raise.
- The company previously issued a May 19 Note with an original issue discount of $46,000.
NextNRG, Inc. announced its inclusion in the Russell 2000® and Russell 3000® Indexes. The reconstitution is scheduled to occur after market close on June 27, 2025.
📋 Key Facts
- Company included in Russell 2000® and Russell 3000® Indexes by FTSE Russell.
- Official index reconstitution date: June 27, 2025 (after market close).
- Reconstituted indexes begin trading on Monday, June 30, 2025.
NextNRG, Inc. entered into two new promissory notes totaling $420,000 with its CEO and majority shareholder, Michael D. Farkas, to fund working capital. Additionally, the company amended a $1 million note with Alcourt LLC by issuing equity and paying an extension fee to avoid immediate default.
🚩 Red Flags
- Related-party transactions: CEO is acting as the primary lender to the company for working capital.
- Liquidity distress: The company is paying significant extension fees ($150,000) and issuing equity/discounted notes to meet immediate obligations.
- Potential debt spiral: Multiple high-interest promissory notes with short maturity windows or contingent triggers (capital raise).
- Imminent deadline: The Alcourt note amendment only provides a very short extension until May 31, 2025.
📋 Key Facts
- Entered into 'May 19 Note' with CEO Michael D. Farkas for $224,000 at 12% interest; includes a $24,000 original issue discount.
- Entered into 'May 20 Note' with CEO Michael D. Farkas for $196,000 at 12% interest; includes a $21,000 original issue discount.
- Both notes to the CEO mature on May 2026 or upon a cumulative capital raise of $4 million.
- Amended Alcourt LLC note ($1M principal) to extend maturity from April 30, 2025, to May 31, 2025.
- Amendment with Alcourt involved issuing 26,000 shares of common stock and paying a $150,000 extension fee.
NextNRG, Inc. filed an 8-K to announce its financial results for the first quarter ended March 31, 2025. The filing serves as a formal announcement of the earnings press release issued on May 21, 2025.
📋 Key Facts
- Reporting period: First Quarter ended March 31, 2025.
- Filing date: May 21, 2025.
- The company is an emerging growth company.
- Financial results were announced via press release (Exhibit 99.1).
NextNRG, Inc. issued an 8-K to announce the release of preliminary unaudited financial results for April 2025 via a press release.
📋 Key Facts
- The company released preliminary unaudited financial results for the month of April 2025 on May 16, 2025.
- Information was disclosed pursuant to Item 7.01 (Regulation FD Disclosure).
- The disclosure is not considered 'filed' under Section 18 of the Exchange Act.
NextNRG, Inc. entered into two promissory notes totaling $712,000 with its CEO and majority shareholder, Michael D. Farkas, to fund working capital. The notes feature high interest rates and original issue discounts (OID).
🚩 Red Flags
- Related-party transactions: The company is borrowing directly from its CEO/Chairman/Majority Shareholder.
- Potential liquidity crisis: Multiple notes issued within 4 days suggest urgent need for working capital.
- High cost of debt: Use of Original Issue Discounts (OID) effectively increases the real interest rate beyond the stated 12%.
- Dependency on founder financing: The company is relying on insider funds rather than institutional or third-party debt/equity.
📋 Key Facts
- May 5, 2025: Entered into a $600,000 promissory note with CEO Michael D. Farkas.
- May 9, 2025: Entered into a $112,000 promissory note with CEO Michael D. Farkas.
- Both notes carry a fixed interest rate of 12% per annum.
- The May 5 Note includes an original issue discount (OID) of $72,000.
- The May 9 Note includes an original issue discount (OID) of $12,000.
- Maturity is set for one year from issuance or upon a cumulative capital raise of at least $4 million.
- Michael D. Farkas serves as CEO, Chairman, and beneficial holder of a majority of outstanding common stock.
NextNRG, Inc. issued a press release regarding the expansion of its mobile fueling operations into Oklahoma to support its recurring revenue strategy.
📋 Key Facts
- Company expanded mobile fueling operations into Oklahoma on April 30, 2025.
- Expansion is intended to extend the company's national footprint.
- The move is part of a broader strategy focused on increasing recurring revenue.
NextNRG, Inc. issued an 8-K to announce preliminary unaudited revenue and volume results for March 2025 and the first quarter of 2025.
📋 Key Facts
- Report date: April 10, 2025
- Content: Preliminary unaudited revenue and volume results for March 2025 and Q1 2025
- The information is provided via a press release (Exhibit 99.1) and is not considered 'filed' under Section 18 of the Exchange Act.
NextNRG, Inc. entered into a high-cost merchant cash advance agreement and issued a $1M promissory note with significant original issue discounts. The company is utilizing aggressive financing methods to secure immediate liquidity.
🚩 Red Flags
- High-cost financing: The Alcourt Note includes a massive 15% original issue discount ($150k on a $1M note).
- Imminent liquidity pressure: The Alcourt Note matures in less than 30 days (April 30, 2025).
- Personal guarantee by the CEO/Majority Shareholder for merchant cash advance.
- Aggressive revenue pledging: Selling 9.72% of all future receivables to WCG.
📋 Key Facts
- Entered into WCG Agreement on March 31, 2025, for $699,500 in receivables.
- WCG Agreement net proceeds are $485,000 after a $15,000 origination fee ($500,000 - $15,000).
- The WCG Agreement requires delivering 9.72% of weekly receivables to the lender.
- CEO Michael D. Farkas personally guaranteed the WCG obligations.
- Issued a $1,000,000 promissory note (Alcourt Note) to Alcourt LLC on March 31, 2025.
- The Alcourt Note carries a 15% annual interest rate and an original issue discount of $150,000.
- The Alcourt Note matures on April 30, 2025, with a potential extension to May 31, 2025, contingent upon a $150,000 payment.
NextNRG, Inc. entered into two significant sale of future receipts agreements and a related-party fee agreement involving its CEO/Chairman, Michael D. Farkas. The company is effectively discounting its future revenue to secure immediate liquidity through high-cost financing structures.
🚩 Red Flags
- Related-party transaction: CEO is receiving a 3% fee for personal guarantees on company debt/financing.
- High cost of capital: The net proceeds received are significantly lower than the face value of the future receipts being sold (e.g., $1.5M net vs $2.3M gross, with additional revenue leakage via percentage-based debits).
- Revenue leakage: A combined 27.54% of all future receipts is pledged to external funders (20% to Redstone and 7.54% to Mr. Advance).
- Potential liquidity distress: The company is selling future revenue at a steep discount, which often indicates an inability to access traditional bank financing.
📋 Key Facts
- Entered Redstone Agreement on March 24, 2025: Selling $3,217,700 in future receipts for a net payment of $1,516,000 (after fees/prior balances).
- Redstone to receive 20% of all Future Receipts via daily debits.
- Entered Mr. Advance Agreement on March 25, 2025: Selling receivables for a net payment of $1,515,965 (after fees/prior balances).
- Mr. Advance to receive 7.54% of Future Receipts via weekly debits.
- CEO Michael D. Farkas personally guaranteed both the Redstone and Mr. Advance agreements.
- Entered a Fee Agreement with CEO Michael D. Farkas: Company will pay him a fee equal to 3% of the funds he personally guarantees.
NextNRG, Inc. filed an 8-K to announce its financial results for the fourth quarter and fiscal year ended December 31, 2024.
📋 Key Facts
- Report date: March 27, 2025
- Reporting period: Q4 and Fiscal Year ended December 31, 2024
- The filing includes a press release (Exhibit 99.1) containing the financial results.
- Company is an emerging growth company.
NextNRG, Inc. issued a press release regarding significant revenue growth within its EzFill division for January 2025. The filing is a Regulation FD disclosure of unaudited operational performance metrics.
📋 Key Facts
- Reported record year-over-year and sequential unaudited revenue growth for the month of January 2025.
- Growth specifically attributed to the company's EzFill division.
- The disclosure was made via press release on March 5, 2025.
NextNRG, Inc. completed a significant equity financing and a major asset acquisition involving the issuance of 100 million shares to acquire Next Holding Corp. The company also closed a firm commitment public offering of 5 million shares at $3.00 per share.
🚩 Red Flags
- Massive dilution: Issuance of 100,000,000 shares in a single transaction significantly dilutes existing shareholders.
- Restrictive Right of First Refusal (ROFR): The underwriter has an irrevocable 36-month ROFR on all future equity and debt offerings, severely limiting management's financial flexibility.
- Lock-up/Standstill: Company is prohibited from entering ATM programs or certain debt instruments for specified periods.
- Complex vesting structures related to the asset acquisition may lead to further dilution if targets are met.
📋 Key Facts
- Completed a firm commitment public offering of 5,000,000 common shares at $3.00 per share; net proceeds expected to be ~$13.3 million.
- Issued 100,000,000 'Exchange Shares' to acquire Next Holding Corp (formerly Next Charging LLC) as a wholly owned subsidiary.
- Of the 100M Exchange Shares, 50,000,000 are vested and 50,000,000 are subject to vesting or forfeiture.
- Appointed Michael D. Farkas (former CEO of Blink Charging Co.) as CEO and Executive Chairman; Yehuda Levy departed as Interim CEO.
- Underwriters received warrants to purchase up to 250,000 shares at $3.75 per share.
- The Representative (ThinkEquity LLC) holds a 36-month irrevocable right of first refusal for all future equity and debt offerings.
EzFill Holdings, Inc. has successfully resolved a Nasdaq non-compliance issue regarding the timing of its annual meeting of stockholders. Following the holding of the meeting on January 16, 2025, Nasdaq confirmed that the company is now in compliance with Rule 5620(a).
🚩 Red Flags
- Previous non-compliance with Nasdaq listing rules regarding annual meeting requirements (though now resolved).
📋 Key Facts
- The Company was previously notified by Nasdaq on January 10, 2025, of non-compliance with Rule 5620(a) due to failure to hold an annual meeting within one year of the fiscal year ended Dec 31, 2023.
- An annual meeting of stockholders was held on January 16, 2025.
- Voting results were disclosed via an 8-K filed on January 21, 2025.
- Nasdaq confirmed on January 22, 2025, that the compliance matter is now closed.
EzFill Holdings entered into a new $1,000,000 promissory note with Alcourt LLC and amended an existing $2,500,000 note with Gad International Ltd. Both agreements include significant equity conversion features (debt-to-equity swaps) triggered by non-repayment of the principal.
🚩 Red Flags
- Aggressive debt-to-equity conversion terms (death spiral-like characteristics) where non-repayment triggers massive share issuances.
- Extremely short maturity dates (Feb 23, 2025 and April 15, 2025) creating immediate liquidity pressure.
- Significant dilution risk: The Gad International note alone could trigger a $5,000,000 share issuance in less than one month.
📋 Key Facts
- Entered into a new $1,000,000 promissory note with Alcourt LLC on Jan 15, 2025, at 15% interest per annum.
- The Alcourt Note has an original issue discount (OID) of $50,000 and matures on April 15, 2025.
- If the Alcourt Note is not repaid by April 15, 2025, the company must issue $500,000 worth of common stock as an 'Extension Fee'.
- Amended a $2,500,000 note with Gad International Ltd. which requires issuing $5,000,000 worth of shares if not repaid by February 23, 2025.
- Obtained stockholder consent for the potential issuance of shares related to these and other notes from NextNRG Holding Corp.
EzFill Holdings, Inc. held its annual meeting of stockholders on January 16, 2025. The results included the election of five directors and the ratification of M&K CPAs, PLLC as the independent registered public accounting firm.
📋 Key Facts
- Annual meeting held on January 16, 2025.
- Five nominees (Yehuda Levy, Daniel Arbour, Jack Leibler, Bennett Kurtz, and Sean Oppen) were elected to the Board of Directors.
- M&K CPAs, PLLC was ratified as the independent registered public accounting firm for the fiscal year ended December 31, 2024.
- The company is an emerging growth company.
EzFill Holdings, Inc. received a notice from Nasdaq indicating it is non-compliant with listing rules due to failure to hold an annual meeting of stockholders within one year of the fiscal year ended December 31, 2023. The company intends to submit a plan to regain compliance and has scheduled its annual meeting for January 16, 2025.
🚩 Red Flags
- Delisting notice from Nasdaq (Item 3.01).
- Failure to meet basic corporate governance requirements (annual meeting requirement).
📋 Key Facts
- Received notice from Nasdaq Listing Qualifications Staff on January 10, 2025.
- Non-compliance is due to violation of Rule 5620(a) (Annual Meeting Requirement).
- The company has 45 calendar days to submit a plan to regain compliance.
- Potential extension period for compliance could last until June 30, 2025.
- An annual meeting of stockholders is scheduled for January 16, 2025.
EzFill Holdings, Inc. has finalized the purchase of 73 trucks and 6 atmospheric storage tanks from Shell Retail and Convenience Operations LLC (Shell TapUp/Instafuel). The total transaction value is approximately $4.92 million.
🚩 Red Flags
- High capital outlay ($4.9M+) relative to typical micro-cap liquidity profiles; requires monitoring of cash burn/financing methods.
- The transaction involves a significant portion of the company's reported activity (asset acquisition vs. revenue generation).
📋 Key Facts
- Finalized Purchase and Sale Agreement dated December 27, 2024.
- Acquired 73 trucks for a total of $4,840,121.61.
- Acquired 6 atmospheric storage tanks for $80,000.
- A non-refundable down payment of $379,755.39 was previously paid on December 16, 2024.
- The transaction follows a Letter of Understanding (LOU) dated December 12, 2024.
EzFill Holdings Inc. has entered into multiple high-cost, short-term debt arrangements including a $2.5M promissory note with heavy equity conversion penalties and several receivable financing agreements totaling $2.5M in weekly payment obligations.
🚩 Red Flags
- Extreme liquidity pressure: Weekly debt repayments total $137,500, creating massive immediate cash flow requirements.
- Death spiral/Equity dilution risk: The Gad International Note triggers a $5M share issuance upon default; the NextNRG note allows for conversion at a floor price of $0.70.
- Related-party transaction: Significant debt and equity arrangements involve NextNRG Holding Corp., where the Company's CEO is the controlling shareholder.
- High cost of capital: 21% interest rate on Gad International Note plus significant upfront fees ($400k commitment fee).
- Short-term maturity risk: The $2.5M note matures in less than two months (Feb 23, 2025).
📋 Key Facts
- Entered into a $2,500,000 promissory note with Gad International Ltd. due February 23, 2025.
- Gad International Note includes a $400,000 commitment fee and an optional $200,000 monthly extension fee.
- Failure to repay the Gad International Note by Feb 23, 2025, triggers an irrevocable instruction to issue $5,000,000 worth of common stock to the lender.
- Entered into a $330,000 promissory note with NextNRG Holding Corp. due December 30, 2025, featuring a 150% default penalty and conversion rights at a floor price of $0.70.
- Executed three receivable financing agreements (Galt, Redstone, Funderzgroup) totaling $2,500,000 in new funding with weekly repayment obligations totaling $137,500 per week.
- The CEO is the beneficial owner of approximately 70% of the Company's common stock and is also the controlling shareholder of NextNRG Holding Corp.
EzFill Holdings, Inc. entered into a three-year Mobile Fueling Vendor Agreement with Amazon Logistics, Inc. on December 14, 2024. The agreement involves providing on-site fueling services for fleet vehicles at various Amazon delivery and off-site locations.
📋 Key Facts
- Agreement date: December 14, 2024
- Counterparty: Amazon Logistics, Inc.
- Initial term: Three (3) years
- Extension options: Amazon has the unilateral right to extend for up to two additional one-year terms via 60-day notice
- Services include on-site fueling for fleet vehicles (overnight and daytime) and dedicated account management
EzFill Holdings, Inc. entered into a $580,000 promissory note with NextNRG Holding Corp., an entity controlled by the company's CEO, Michael Farkas. The agreement includes significant conversion rights for the lender and high penalty terms in the event of default.
🚩 Red Flags
- Related-party transaction: The borrower's CEO controls the lender.
- High default penalty: 150% multiplier on principal and interest upon default.
- Debt conversion feature: Lender has significant equity upside via a floor price of $0.70, which may lead to dilution.
- Direct payment to third party: Nearly 65% of the loan amount was diverted directly to an equipment vendor rather than the company's cash accounts.
📋 Key Facts
- Promissory Note dated December 17, 2024, for $580,000 with an 8% annual interest rate.
- Maturity date set for December 17, 2025.
- $379,755.39 of the loan was paid directly to a third party as a down payment for equipment.
- Default penalty includes repayment of principal and interest multiplied by 150%.
- Lender has the right to convert debt into common stock at a price equal to the greater of a 5-day VWAP or $0.70 (the 'Floor Price').
- The CEO, Michael Farkas, is the controlling shareholder of the lender (NextNRG) and owns ~70% of EzFill Holdings.
EzFill Holdings, Inc. has entered into a Letter of Understanding (LOU) with Shell Retail and Convenience Operations LLC to purchase 78 trucks and certain tanks for approximately $5.35 million. The transaction is expected to close by December 26, 2024.
🚩 Red Flags
- Tight liquidity timeline: The company must pay a non-refundable down payment by Dec 16 and the full balance by Dec 26, leaving very little window for capital deployment or financing adjustments.
- Non-refundable nature of the 7% down payment increases risk if inspections fail.
📋 Key Facts
- Entered into LOU with Shell Retail and Convenience Operations LLC (Shell TapUp/Instafuel) on Dec 12, 2024.
- Total purchase price: $5,345,077 plus applicable taxes.
- Assets to be acquired: 78 trucks and certain above-ground tanks.
- Down payment requirement: 7% non-refundable by Dec 16, 2024.
- Full balance due date: Dec 26, 2024.
- The Company retains an option to remove up to 8 trucks based on inspection results.
EzFill Holdings entered into two promissory notes totaling $990,000 with NextNRG Holding Corp., a company controlled by the CEO's beneficial owner who holds 70% of EzFill. The notes include significant OID, high default penalties (150x), and conversion rights for the lender.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by a person owning 70% of the issuer.
- High default penalty: A 150% multiplier on principal and interest in event of default is highly punitive.
- Significant OID: Totaling $90,000 on a $990,000 loan (~9% upfront cost).
- Potential dilution: Conversion rights at a floor price of $0.70 could lead to significant equity issuance if the stock trades below that level.
📋 Key Facts
- Entered into two promissory notes with NextNRG Holding Corp. on Dec 2 and Dec 3, 2024.
- December 2 Note: $715,000 principal, $65,000 OID, 8% interest, due Dec 2, 2025.
- December 3 Note: $275,000 principal, $25,000 OID, 8% interest, due Dec 3, 2025.
- Default penalty: Unpaid principal and interest multiplied by 150%.
- Conversion feature: Lender can convert debt to common stock at the greater of a 5-day VWAP or $0.70 floor price upon default.
- Michael Farkas, CEO of NextNRG, is the beneficial owner of ~70% of EzFill's outstanding common stock.
EzFill Holdings, Inc. entered into an Asset Purchase Agreement to acquire mobile fueling equipment and contracts from Yoshi, Inc. for a total consideration of $2,000,000.
🚩 Red Flags
- Significant portion of payment ($250k) structured as a promissory note, indicating potential future debt/liability
- Equity component ($500k) subject to market volatility and dilution
📋 Key Facts
- Agreement date: November 18, 2024
- Total purchase price: $2,000,000 (subject to adjustments)
- Payment structure: $1,250,000 cash by Dec 2, 2024; $500,000 in Common Stock based on Nasdaq closing price prior to Dec 2, 2024; $250,000 promissory note due in 6-9 months
- Assets include equipment, contracts, and tangible personal property related to mobile fueling operations
- Acquisition is from Yoshi, Inc., a Delaware LLC
EzFill Holdings, Inc. entered into a $181,500 promissory note with NextNRG Holding Corp., an entity controlled by the company's CEO and majority shareholder. The note features high interest rates, significant OID, and aggressive conversion/penalty terms.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by the company's CEO/majority shareholder.
- High cost of capital: Includes a significant OID ($16,500 on $181,500) and high interest rates (up to 18%).
- Aggressive default terms: A 1.5x multiplier on unpaid principal and interest in the event of default.
- Potential dilution: The note includes a conversion feature into common stock with a floor price.
📋 Key Facts
- Entered into a $181,500 promissory note with NextNRG Holding Corp. on November 14, 2024.
- The loan includes an Original Issue Discount (OID) of $16,500.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is November 14, 2025, or upon a capital raise of at least $5,000,000.
- Default penalty includes a multiplier of 150% on unpaid principal and interest.
- Conversion feature allows NextNRG to convert debt into common stock at the greater of VWAP or a $0.70 floor price.
- Michael Farkas is the CEO of NextNRG and owns approximately 70% of EzFill Holdings, Inc.
EzFill Holdings, Inc. issued an 8-K to announce its financial results for the quarterly period ended September 30, 2024.
📋 Key Facts
- The filing is a notice of earnings release for the quarter ending September 30, 2024.
- Report date: November 14, 2024.
- The company is an emerging growth company.
- Interim CEO Yehuda Levy signed the report.
EzFill Holdings, Inc. has entered into a second amendment to its exchange agreement with NextNRG Holding Corp., significantly increasing the number of shares to be issued as consideration for an acquisition. The transaction involves the company's controlling shareholder, who owns approximately 70% of the outstanding common stock.
🚩 Red Flags
- Significant dilution: The increase from 40M to 100M shares represents a major expansion of the share count.
- Related-party transaction: The deal is with the company's controlling shareholder (70% owner) and CEO of the target entity.
- Complex vesting/forfeiture structures tied to third-party acquisitions, which can be used to manipulate equity issuance.
📋 Key Facts
- The Company entered into a Second Amendment Agreement on September 25, 2024.
- Total consideration to be paid to Shareholders has been increased from 40,000,000 shares to 100,000,000 shares of Common Stock.
- Vesting terms: 25,000,000 or 50,000,000 shares will vest on the Closing Date; the remainder is subject to vesting or forfeiture based on the acquisition of a target by NextNRG.
- The Shareholders' Representative (Michael Farkas) is the CEO and controlling shareholder of NextNRG Holding Corp.
- The Shareholders' Representative is also the beneficial owner of approximately 70% of EzFill Holdings, Inc.'s issued and outstanding common stock.
EzFill Holdings, Inc. has regained compliance with the Nasdaq Equity Rule after a prolonged period of non-compliance and hearings. However, the company is now subject to a mandatory one-year panel monitor under Listing Rule 5815(d)(4)(B).
🚩 Red Flags
- Mandatory one-year panel monitoring: Any subsequent failure to maintain equity requirements during this period will result in immediate delisting without the possibility of further cure periods or compliance plans.
- History of chronic non-compliance with Nasdaq's Equity Rule dating back to at least August 2023.
📋 Key Facts
- Company regained compliance with the $2,500,000 minimum stockholders' equity requirement as of August 30, 2024.
- The company was under a delisting threat since February 21, 2024, following failure to meet Equity Rule requirements.
- A Nasdaq Hearings Panel granted an extension on May 13, 2024, which the company has now satisfied.
- Nasdaq will impose a mandatory panel monitor for one year starting August 30, 2024.
EzFill Holdings, Inc. has entered into several strategic agreements to regain compliance with Nasdaq's $2.5 million minimum stockholders' equity requirement. The transactions involve the issuance of Series B Preferred Stock and the conversion of existing promissory notes into common and Series A preferred stock.
🚩 Red Flags
- Delisting risk: The company has been in non-compliance with Nasdaq's minimum stockholders' equity requirement since at least August 2023.
- Dilution: Significant issuance of common and preferred stock via note conversions (over 3.8 million shares total) will lead to massive dilution for existing shareholders.
- History of non-compliance: The company has faced multiple extensions and a delisting notice from Nasdaq dating back to February 2024.
📋 Key Facts
- Entered into a Stock Purchase Agreement (SPA) with NextNRG Holding Corp for 140,000 shares of Series B Preferred Stock at $10.00 per share, totaling $1,400,000 in proceeds.
- Executed an Exchange Agreement with NextNRG to convert promissory notes into 3,525,341 shares of common stock.
- Executed an Exchange Agreement with AJB Capital Investments LLC to convert promissory notes into 363,000 shares of Series A Preferred Stock.
- The company filed Certificates of Designations for both Series A and Series B Convertible Preferred Stock in Delaware on August 16, 2024.
- The primary goal of these transactions is to meet the Nasdaq Minimum Stockholders’ Equity Requirement of $2.5 million.
EzFill Holdings entered into a $165,000 promissory note with NextNRG Holding Corp., an entity controlled by the company's CEO, Michael Farkas. The agreement includes high interest rates, significant penalties for default, and conversion rights that could lead to equity dilution.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by the Company's CEO.
- Predatory terms: 150% penalty on default amounts and high interest rate escalation (up to 18%).
- Potential dilution: Lender has conversion rights into common stock with a floor price of $0.70.
- Liquidity pressure: The note matures in just two months (October 14, 2024), indicating urgent working capital needs.
📋 Key Facts
- Entered into a $165,000 promissory note with NextNRG Holding Corp. on August 14, 2024.
- The loan carries an Original Issue Discount (OID) of $15,000 (10% of principal).
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is October 14, 2024, with automatic 2-month extensions unless notice is given by the lender.
- Default penalty: Unpaid principal and interest multiplied by 150%.
- Lender has the right to convert debt into common stock at a price equal to the greater of the 5-day VWAP or $0.70 (Floor Price).
- The CEO, Michael Farkas, is the controlling shareholder of NextNRG and owns ~27% of EzFill.
- Company agreed to issue 53,500 shares as a commitment fee.
EzFill Holdings, Inc. entered into a $165,000 promissory note with NextNRG Holding Corp., an entity controlled by the company's CEO, Michael Farkas. The agreement includes high-interest rates, significant conversion rights for the lender, and potential dilution through commitment fee shares.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by the Company's CEO, Michael Farkas.
- High interest rate (18%) and punitive default penalty (150% of total amount due).
- Potential for significant dilution via conversion rights and commitment fee shares.
- The transaction involves a 'Floor Price' for conversion, which can protect the lender in declining markets.
📋 Key Facts
- Entered into a $165,000 promissory note with NextNRG Holding Corp. on August 6, 2024.
- The loan includes a 10% Original Issue Discount (OID) of $15,000.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Default penalty: Unpaid principal and interest multiplied by 150%.
- Lender has conversion rights into common stock at a price equal to the greater of a 5-day VWAP or $0.70 (Floor Price).
- Company to issue 53,500 shares as a 'Commitment Fee' to NextNRG.
- The transaction is subject to Nasdaq 19.99% Cap limitations unless shareholder approval is obtained.
EzFill Holdings, Inc. executed a 1-for-2.5 reverse stock split effective July 25, 2024. The company also entered into a material amendment to an exchange agreement and issued a $165,000 promissory note to its CEO's entity, NextNRG Holding Corp.
🚩 Red Flags
- Reverse stock split (1-for-2.5) executed effective July 25, 2024.
- Related-party transaction: Issued a $165k promissory note to an entity controlled by the CEO (Michael Farkas).
- Predatory debt terms: Default triggers a 150% penalty on principal and interest.
- Conversion feature: Lender has rights to convert debt into common stock at a floor price of $0.70 in the event of default.
- Potential dilution: The note includes conversion rights that may exceed Nasdaq's 19.99% cap without shareholder approval.
📋 Key Facts
- Executed a 1-for-2.5 reverse split effective July 25, 2024; new CUSIP is 302314406.
- Issued a $165,000 promissory note to NextNRG Holding Corp on July 22, 2024, for working capital.
- The note carries an 8% interest rate for the first 9 months, increasing to 18% per annum thereafter.
- The note includes a 10% Original Issue Discount (OID) and a default penalty of 150% of principal and interest.
- The CEO, Michael Farkas, is the controlling shareholder of NextNRG Holding Corp and owns ~27% of EzFill.
- The company issued 52,000 shares to Next as a 'Commitment Fee' on July 22, 2024.
EzFill Holdings, Inc. entered into a $165,000 promissory note with NextNRG Holding Corp., an entity controlled by the company's CEO, Michael Farkas. The agreement includes high-interest rates, significant penalties for default, and conversion rights that could lead to equity dilution.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by the Company's CEO, Michael Farkas.
- High default penalty: A 150% multiplier on unpaid principal and interest in the event of default.
- Aggressive interest rate hike: Rate jumps from 8% to 18% after nine months.
- Potential dilution: Conversion rights for the lender and a commitment fee of 52,000 shares.
- Short-term liquidity pressure: Maturity date is September 10, 2024 (approx. 60 days from filing).
📋 Key Facts
- Date of Note: July 10, 2024
- Principal Amount: $165,000
- Original Issue Discount (OID): $15,000 (10%)
- Interest Rate: 8% per annum for first 9 months; increases to 18% thereafter
- Maturity Date: September 10, 2024 (with automatic 2-month extensions)
- Default Penalty: Unpaid principal and interest multiplied by 150%
- Conversion Price: Greater of 10-day VWAP or a $0.70 floor price
- Commitment Fee: 52,000 shares of common stock issued to NextNRG
- Nasdaq 19.99% Cap applies unless shareholder approval is obtained
EzFill Holdings entered into a $165,000 promissory note with NextNRG Holding Corp. to fund working capital. The transaction involves a significant related party, as the CEO of the lender owns 27% of EzFill.
🚩 Red Flags
- Related-party transaction: The CEO of the lender (Michael Farkas) owns ~27% of EzFill Holdings.
- High default penalty: Default triggers a 150% multiplier on all amounts due.
- Debt conversion feature: Lender has rights to convert debt into equity, potentially causing significant dilution.
- Short-term liquidity pressure: The note matures in approximately two months (Sept 5, 2024) with rolling extensions.
📋 Key Facts
- Promissory Note dated July 5, 2024, for $165,000 principal amount.
- Original Issue Discount (OID) of $15,000 (10% of principal).
- Interest rate is 8% per annum for the first nine months, increasing to 18% thereafter.
- Maturity date is September 5, 2024, with automatic 2-month extensions unless 10 days' notice is given by the lender.
- Default penalty includes a 150% multiplier on unpaid principal and interest.
- Lender has conversion rights into common stock at the greater of VWAP or a $0.70 floor price.
- Company to issue 52,000 shares as a commitment fee to NextNRG.
- The transaction is subject to Nasdaq 19.99% Cap limitations unless shareholder approval is obtained.
EzFill Holdings, Inc. entered into a $165,000 promissory note with NextNRG Holding Corp., an entity controlled by the company's CEO, Michael Farkas. The agreement includes high interest rates, significant penalties for default, and conversion rights that could lead to equity dilution.
🚩 Red Flags
- Related-party transaction with the CEO (Michael Farkas)
- High default penalty (150% of principal and interest)
- Short-term maturity date (August 24, 2024) creating immediate liquidity pressure
- Potential for significant dilution via conversion rights and commitment fee shares
- Lender has the right to demand cash repayment if shareholder approval for exceeding Nasdaq 19.99% cap is not obtained
📋 Key Facts
- Date of Note: June 24, 2024
- Principal Amount: $165,000 with a $15,000 Original Issue Discount (OID)
- Interest Rate: 8% per annum for the first nine months; increases to 18% thereafter
- Maturity Date: August 24, 2024, with automatic 2-month extensions at the lender's discretion
- Default Penalty: Unpaid principal and interest multiplied by 150%
- Conversion Feature: Lender has the right to convert debt into common stock at a price equal to the greater of the 10-day VWAP or $0.70 (Floor Price)
- Commitment Fee: Issuance of 52,000 shares of common stock to NextNRG
- Related Party: Michael Farkas is the CEO and controlling shareholder of NextNRG and owns ~27% of EzFill Holdings
EzFill Holdings, Inc. issued an 8-K to announce the release of its unaudited financial results for April 2024 via a press release.
📋 Key Facts
- Report date: June 20, 2024
- Subject matter: Unaudited financial results for April 2024
- The information is furnished under Item 2.02 and is not considered 'filed' for liability purposes under Section 18 of the Exchange Act.
- Interim CEO Yehuda Levy signed the report.
EzFill Holdings, Inc. filed an amendment to its Certificate of Incorporation to significantly increase the number of authorized common shares. This move prepares the company for potential future equity issuances.
🚩 Red Flags
- Massive increase in authorized share count (10x increase) often signals intent to conduct significant dilutive equity offerings or private placements.
📋 Key Facts
- Effective date of amendment: June 14, 2024.
- Authorized common stock increased from 50,000,000 to 500,000,000 shares.
- Total authorized share capital is now 505,000,000 shares (including 5,000,000 preferred shares).
- The par value remains $0.0001 per share.
EzFill Holdings entered into a second amended and restated exchange agreement to acquire NextNRG Holding Corp. (formerly Next Charging, LLC) and simultaneously issued a $165,000 promissory note to the target entity's representative. The transaction involves significant related-party elements as the representative is a 27% beneficial owner of EzFill.
🚩 Red Flags
- Related-party transaction: The CEO/representative of the entity being acquired and lent money is a 27% beneficial owner of EzFill.
- High default penalty: A 150% multiplier on principal and interest in the event of default.
- Debt conversion feature: Lender has rights to convert debt into common stock, potentially leading to dilution.
- Short maturity/extension risk: The note matures August 10, 2024, with a high interest rate hike after nine months.
📋 Key Facts
- Second Amended and Restated Exchange Agreement executed June 11, 2024, to acquire 100% of NextNRG Holding Corp. in exchange for common stock.
- Promissory note issued on June 10, 2024, for $165,000 to NextNRG Holding Corp. for working capital needs.
- The Note includes a 10% Original Issue Discount (OID) of $15,000.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is August 10, 2024, with automatic 2-month extensions unless notice is provided.
- Default penalty includes a 150% multiplier on unpaid principal and interest.
- The Note grants the lender conversion rights into common stock at the greater of VWAP or a $0.70 floor price.
- Company agreed to issue 52,000 shares as a commitment fee to NextNRG.
EzFill Holdings entered into a $110,000 promissory note with NextNRG Holding Corp., a company controlled by the CEO of EzFill. The agreement includes high-interest rates, an OID, and significant conversion rights for the lender.
🚩 Red Flags
- Related-party transaction: The lender is controlled by the company's CEO.
- Predatory terms: 150% penalty on default principal/interest.
- High interest rate (18%) following an initial period.
- Potential dilution via conversion rights and commitment fee shares (34,722 shares).
- Short-term maturity (July 28, 2024) creates immediate liquidity pressure.
📋 Key Facts
- Promissory Note dated May 28, 2024, for $110,000 principal amount.
- Original Issue Discount (OID) of $10,000 (10% of principal).
- Interest rate is 8% per annum for the first nine months, increasing to 18% thereafter.
- Maturity date is July 28, 2024, with automatic 2-month extensions at the lender's discretion.
- Default penalty includes a 150% multiplier on unpaid principal and interest.
- Lender has conversion rights into common stock at the greater of VWAP or $0.70 floor price.
- The CEO, Michael Farkas, is the controlling shareholder of the lender (NextNRG) and owns ~27% of EzFill.
EzFill Holdings, Inc. entered into a letter agreement with NextNRG Holding Corp. to prevent notes from becoming due upon the completion of a planned public offering. The agreement extends note maturity in two-month increments and involves a controlling shareholder who owns 20% of EzFill.
🚩 Red Flags
- Related-party transaction: The agreement is with a company controlled by a 20% shareholder (Michael Farkas).
- Debt restructuring/extension: The extension of notes via two-month increments suggests potential liquidity pressure or difficulty in meeting original repayment terms.
- Potential conflict of interest: The controlling shareholder's entity has the power to decide when the debt becomes due, potentially impacting the outcome of the planned public offering.
📋 Key Facts
- Agreement dated May 22, 2024, between EzFill Holdings, Inc. and NextNRG Holding Corp.
- NextNRG agreed that notes owed by EzFill will not become due upon the completion of a planned public offering (Form S-1).
- Notes will instead be extended in two-month periods until NextNRG provides notice.
- Michael Farkas is the CEO and controlling shareholder of NextNRG and owns approximately 20% of EzFill's common stock.
- A previous Exchange Agreement exists to make NextNRG a wholly-owned subsidiary of EzFill, but this closing has not yet occurred.
EzFill Holdings entered into two separate $165,000 promissory notes with NextNRG Holding Corp., a company controlled by the CEO of EzFill. The notes feature high interest rates, significant OID, and aggressive conversion terms in the event of default.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by the CEO's associate/controlling shareholder.
- High cost of capital: 10% OID and potential 18% interest rate indicate distressed financing terms.
- Aggressive default terms: A 50% penalty (150% total due) upon default is highly punitive.
- Death spiral features: The conversion option at a floor price ($0.70) combined with the lender's control over extensions creates significant dilution risk for existing shareholders.
📋 Key Facts
- Two promissory notes issued: May 15, 2024, and May 20, 2024, each for $165,000.
- Total principal amount across both notes is $330,000.
- Each note includes a 10% Original Issue Discount (OID) of $15,000.
- Interest rates are 8% per annum for the first nine months, increasing to 18% thereafter.
- Maturity dates are July 15, 2024, and July 20, 2024, respectively, with automatic 2-month extensions.
- Default penalty includes a 150% multiplier on unpaid principal and interest.
- Lender has the right to convert debt into common stock at the greater of VWAP or a $0.70 floor price upon default.
- The lender, NextNRG Holding Corp., is controlled by Michael Farkas, who owns ~20% of EzFill.
EzFill Holdings, Inc. has received an extension from the Nasdaq Hearings Panel to regain compliance with the minimum $2.5 million stockholders' equity requirement by July 12, 2024. Additionally, the company amended its debt obligations with AJB Capital Investments, extending maturity dates to July 17, 2024, in exchange for issuing 165,000 shares of common stock.
🚩 Red Flags
- Delisting risk: The company has failed multiple previous attempts to meet Nasdaq's minimum stockholders' equity requirement.
- Tight deadline: Compliance must be evidenced by July 12, 2024.
- Debt maturity proximity: AJB Notes mature on July 17, 2024, just five days after the Nasdaq compliance deadline.
- Equity dilution: Issuance of 165,000 shares to a lender as part of debt restructuring.
📋 Key Facts
- Nasdaq Hearings Panel granted an extension until July 12, 2024, to meet the $2.5M stockholders' equity requirement.
- The company entered into a 'Global Amendment' with AJB Capital Investments, LLC on May 9, 2024.
- AJB Note maturity dates extended to July 17, 2024.
- Company will issue 165,000 shares of common stock to AJB as consideration for the extension.
- AJB ownership is capped at 9.99% unless a 61-day waiver notice is provided.
EzFill Holdings entered into a $165,000 promissory note with NextNRG Holding Corp. to fund working capital. The transaction involves a significant related party (the CEO of the lender owns 20% of the company) and includes aggressive conversion terms and an OID.
🚩 Red Flags
- Related-party transaction: The lender's CEO is a major shareholder (20%) of the borrower.
- Aggressive interest/penalty terms: 150% penalty on default and high interest rates post-9 months.
- Death spiral potential: Conversion feature linked to VWAP with a low floor price ($0.70) provides significant dilution risk for existing shareholders.
- Short maturity: The initial maturity date is July 8, 2024, creating immediate liquidity pressure.
📋 Key Facts
- Loan amount: $165,000 promissory note issued on May 8, 2024.
- Original Issue Discount (OID): $15,000 (10% of principal).
- Interest Rate: 8% per annum for the first nine months; increases to 18% thereafter.
- Maturity Date: July 8, 2024, with automatic 2-month extensions unless 10 days' notice is given by the lender.
- Conversion Feature: In default, debt converts at a price equal to the greater of the 10-day VWAP or $0.70 (floor), capped at $3.14.
- Penalty Clause: Default triggers a 150% multiplier on unpaid principal and interest.
- Commitment Fee: 52,000 shares of common stock issued to NextNRG as of May 8, 2024.
- Related Party: Michael Farkas (CEO of NextNRG) owns approximately 20% of EzFill Holdings.
EzFill Holdings entered into a $165,000 promissory note with NextNRG Holding Corp. to fund working capital. The agreement contains highly punitive terms, including a 150% default penalty and conversion rights for the lender.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by Michael Farkas, who owns ~20% of the Company.
- Punitive default terms: 150% multiplier on outstanding balance in event of default.
- Debt/Equity conversion risk: Lender has rights to convert debt into equity at a floor price, potentially diluting existing shareholders.
- Short-term maturity: The initial maturity date is June 22, 2024, creating immediate liquidity pressure.
📋 Key Facts
- Loan amount: $165,000 principal with a $15,000 Original Issue Discount (OID).
- Interest rate: 8% per annum for first 9 months; increases to 18% thereafter.
- Maturity Date: June 22, 2024, with automatic 2-month extensions unless notice is given.
- Default Penalty: Unpaid principal and interest multiplied by 150%.
- Conversion Rights: Lender can convert debt into common stock at the greater of VWAP or a $0.70 floor price (capped at $2.58).
- Commitment Fee: Company issued 52,000 shares to NextNRG as a fee.
- Acceleration Trigger: A capital raise of $\ge$ $3,000,000 triggers immediate repayment of all principal and interest.
EzFill Holdings entered into a $165,000 promissory note with NextNRG Holding Corp. to fund working capital. The transaction involves significant red flags including high interest rates, an OID, and conversion rights for the lender, who is controlled by the company's CEO.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by Michael Farkas, who is the CEO of EzFill and owns ~20% of the company.
- Predatory loan terms: Includes a 10% OID and high interest rates (up to 18%).
- Severe default penalty: A 150% multiplier on all amounts due upon default.
- Death spiral/Dilution risk: Lender has conversion rights into equity with a floor price, which can lead to significant dilution for existing shareholders.
- Liquidity pressure: The note matures in June 2024 and triggers immediate repayment if the company completes a $3M capital raise.
📋 Key Facts
- Entered into a $165,000 promissory note with NextNRG Holding Corp. on April 8, 2024.
- The note includes a 10% Original Issue Discount (OID) of $15,000.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is June 8, 2024, with automatic 2-month extensions unless notice is given by the lender.
- Default penalty includes a 150% multiplier on unpaid principal and interest.
- Lender has conversion rights into common stock at a floor price of $0.70 or the 10-day VWAP, capped at $2.80.
- Company to issue 52,000 commitment fee shares to NextNRG.
EzFill Holdings entered into a $165,000 promissory note with NextNRG Holding Corp. to fund working capital. The transaction involves a related party (Michael Farkas) who owns 20% of the company and is the managing member of the lender.
🚩 Red Flags
- Related-party transaction: The lender's managing member is a 20% beneficial owner of the company.
- High interest rate: Interest jumps to 18% after nine months.
- Aggressive conversion terms: Includes a 'Floor Price' and a 150% penalty on default amounts.
- Short-term maturity/Liquidity risk: The note matures in June 2024 with short extension windows.
- Potential dilution: Conversion feature allows the lender to acquire shares at a price potentially below market, subject to Nasdaq 19.99% cap rules.
📋 Key Facts
- Loan amount: $165,000 principal via promissory note dated April 2, 2024.
- Original Issue Discount (OID): $15,000 (10% of principal).
- Interest Rate: 8% per annum for the first nine months; increases to 18% per annum thereafter.
- Maturity Date: June 2, 2024, with automatic 2-month extensions unless 10 days' notice is given by the lender.
- Conversion Feature: Lender has the right to convert principal and interest into common stock at a price equal to the greater of the 10-day VWAP or $0.70 (Floor Price), capped at $2.00 per share.
- Penalty Clause: Default triggers an immediate requirement for 150% of unpaid principal and interest.
- Commitment Fee: Company issued 52,000 shares to Next as a commitment fee.
- Related Party: Michael Farkas (Managing Member of Next) owns ~20% of EzFill Holdings.
EzFill Holdings, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023.
📋 Key Facts
- Report date: April 2, 2024
- Reporting period: Fourth quarter and fiscal year ended December 31, 2023
- The filing is for the purpose of furnishing results via press release (Item 2.02)
- Interim CEO Yehuda Levy signed the report
EzFill Holdings entered into a $110,000 promissory note with NextNRG Holding Corp. to fund working capital. The agreement includes high-interest rates, an OID, and significant conversion rights for the lender.
🚩 Red Flags
- High-interest rate (up to 18%) and OID suggest the company is facing liquidity constraints.
- Short maturity date (May 26, 2024) creates immediate refinancing risk.
- Death spiral/Convertible features: Lender has rights to convert debt into equity at a floor price of $0.70.
- Related-party transaction: The Managing Member of the lender owns ~20% of EzFill Holdings.
- Potential Nasdaq 19.99% Cap violation if shareholder approval is not obtained for additional issuances.
📋 Key Facts
- Entered into a $110,000 promissory note with NextNRG Holding Corp. on March 26, 2024.
- The note includes a 10% Original Issue Discount (OID) of $10,000.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is May 26, 2024, with automatic 2-month extensions unless notice is given by the lender.
- A capital raise of $3,000,000 triggers immediate repayment of all principal and interest.
- Default terms include a 150% penalty on unpaid amounts and conversion rights for the lender into common stock at a floor price of $0.70 or VWAP (capped at $1.76).
- The company issued 34,722 shares as a commitment fee to NextNRG.
EzFill Holdings entered into a $165,000 promissory note with NextNRG Holding Corp. to fund working capital. The transaction involves significant red flags including high interest rates, an OID, and conversion rights for the lender, who is a related party owning 20% of the company.
🚩 Red Flags
- Related-party transaction: The lender (NextNRG) is controlled by a 20% shareholder.
- High cost of capital: Includes a 10% OID and interest rates stepping up to 18%.
- Debt conversion risk: Lender has the right to convert debt into equity in the event of default, with a floor price that may be dilutive.
- Short-term maturity/Liquidity pressure: The initial maturity date is May 15, 2024 (less than two months from filing).
- Trigger for acceleration: A capital raise of $3M triggers immediate repayment of all principal and interest.
📋 Key Facts
- Entered into a $165,000 promissory note with NextNRG Holding Corp. on March 15, 2024.
- The loan includes a 10% Original Issue Discount (OID) of $15,000.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is May 15, 2024, with automatic 2-month extensions unless notice is provided by the lender.
- Lender has conversion rights into common stock at a price floor of $0.70 or VWAP (capped at $2.05).
- The company issued 52,000 commitment fee shares to NextNRG on March 15, 2024.
- Michael Farkas, managing member of the lender, owns approximately 20% of EzFill Holdings.
EzFill Holdings, Inc. entered into a $165,000 promissory note with Next Charging, LLC to fund working capital. The agreement includes an OID, high interest rates, and significant conversion rights for the lender.
🚩 Red Flags
- High interest rate (18% post-9 months) indicates high cost of capital/distress.
- Penalty clause: Default triggers a 150% multiplier on all amounts due.
- Immediate repayment trigger upon completing a $3M capital raise (potential conflict with future equity financing).
- Lender (Next Charging, LLC) is a related party; its managing member owns ~20% of the Company's common stock.
- The lender has the right to convert debt into equity in the event of default, which could lead to significant dilution.
📋 Key Facts
- Entered into a $165,000 promissory note with Next Charging, LLC on March 8, 2024.
- The loan carries a 10% Original Issue Discount (OID) of $15,000.
- Interest rate is 8% per annum for the first nine months, increasing to 18% thereafter.
- Maturity date is May 8, 2024, with automatic 2-month extensions unless notice is given by the lender.
- A capital raise of $3,000,000 triggers immediate repayment of all principal and interest.
- Default penalty includes a 150% multiplier on unpaid principal and interest.
- Lender has conversion rights into common stock at a price between the 10-day VWAP or $0.70 (floor) and $2.05 (cap).
- Company to issue 52,000 commitment fee shares to Next.
EzFill Holdings entered into a $165,000 promissory note with Next Charging, LLC to fund working capital. The transaction involves significant red flags including high interest rates, OID, and conversion rights for the lender, who is a related party owning 20% of the company.
🚩 Red Flags
- Related-party transaction: The lender (Next Charging, LLC) is controlled by a 20% shareholder.
- High cost of capital: Includes a 10% OID and potential for 18% interest.
- Predatory default terms: Default triggers a 150% penalty on the total balance.
- Potential dilution/Death Spiral features: Lender has conversion rights with a floor price, which can lead to significant dilution if the stock price drops.
- Short-term liquidity pressure: Maturity date is April 28, 2024 (less than two months from filing).
📋 Key Facts
- Entered into $165,000 promissory note with Next Charging, LLC on February 28, 2024.
- Note includes a 10% Original Issue Discount (OID) of $15,000.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is April 28, 2024, with automatic 2-month extensions at the lender's discretion.
- Lender has conversion rights into common stock at a price between $0.70 and $2.05 (the 'Floor Price').
- Default penalty includes a 150% multiplier on principal and interest.
- The Managing Member of Next, Michael Farkas, owns approximately 20% of EzFill Holdings.
EzFill Holdings, Inc. received a delisting determination letter from Nasdaq on February 21, 2024, after failing to meet the minimum $2,500,000 stockholders' equity requirement by the extended deadline of February 20, 2024. The company is planning to appeal the decision.
🚩 Red Flags
- Delisting notice/determination from Nasdaq
- Failure to meet minimum stockholders' equity requirements ($2.5M)
- High-interest debt with significant penalties (150% multiplier on default)
- Use of high-cost financing (10% OID) for working capital
- Related-party transaction: Michael Farkas, managing member of Next Charging, LLC, owns ~20% of the Company.
- Potential dilution via conversion features in multiple promissory notes.
📋 Key Facts
- Nasdaq issued a delist determination letter on February 21, 2024, due to failure to regain compliance with the Equity Rule (Listing Rule 5550(b)).
- The company failed to complete its proposed transaction to meet the $2.5M equity requirement by the Feb 20 deadline.
- EzFill entered into a new $165,000 promissory note with Next Charging, LLC on February 20, 2024, which includes a 10% Original Issue Discount (OID).
- The company amended existing notes with Next Charging, LLC and AJB Capital Investments, LLC to cap conversion prices at $1.54 per share.
- A default on the new February Note triggers a penalty where 150% of principal and interest becomes immediately due.
EzFill Holdings, Inc. entered into a $165,000 promissory note with Next Charging, LLC to fund working capital. The transaction is highly significant due to the lender's beneficial ownership and punitive default terms.
🚩 Red Flags
- Related-party transaction: The Managing Member of the lender (Next Charging, LLC) owns ~20% of EzFill Holdings.
- Punitive default terms: 150% penalty on outstanding amounts in event of default.
- Death spiral conversion feature: Lender has the right to convert debt into common stock at a floor price of $0.70 or the 10-day VWAP, which can lead to massive dilution.
- Short maturity/Liquidity pressure: The note matures April 7, 2024, creating immediate repayment pressure.
📋 Key Facts
- Entered into a $165,000 promissory note with Next Charging, LLC on February 7, 2024.
- The note includes a 10% Original Issue Discount (OID) of $15,000.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is April 7, 2024, with automatic 2-month extensions unless 10 days' notice is provided by the lender.
- A capital raise of $3,000,000 triggers immediate repayment of all principal and interest.
- Default penalty includes a 150% multiplier on unpaid principal and interest plus conversion rights for the lender.
EzFill Holdings, Inc. entered into a $165,000 promissory note with Next Charging, LLC to fund working capital. The transaction is highly significant due to the lender's status as a related party and the inclusion of punitive default terms.
🚩 Red Flags
- Related-party transaction: The Managing Member of the lender (Next Charging, LLC) owns ~20% of the Company.
- Predatory/Punitive terms: 150% penalty on defaults and a conversion floor price suggest high risk for existing shareholders.
- Short-term liquidity pressure: Maturity date is March 25, 2024 (less than 2 months from report date).
- Potential dilution: Lender has the right to convert debt into equity upon default.
📋 Key Facts
- Entered into a $165,000 promissory note with Next Charging, LLC on January 25, 2024.
- The note includes a 10% Original Issue Discount (OID) of $15,000.
- Interest rate is 8% for the first nine months, increasing to 18% per annum thereafter.
- Maturity date is March 25, 2024, with automatic 2-month extensions unless notice is given by the lender.
- A capital raise of $3,000,000 triggers immediate repayment of all principal and interest.
- Default penalty includes a 150% multiplier on unpaid principal and interest.
- Lender has conversion rights into common stock at the greater of a 10-day VWAP or a $0.70 floor price in the event of default.
EzFill Holdings, Inc. filed an 8-K/A to amend a previous filing regarding multiple promissory note amendments and a new $165,000 loan from Next Charging, LLC. The filing highlights significant debt restructuring involving floor prices for share conversions and reveals a related-party transaction with the managing member of Next Charging, LLC.
🚩 Red Flags
- Related-party transaction: The lender (Next Charging, LLC) is managed by an individual (Michael Farkas) who owns ~20% of the company.
- High interest rates and OID: The new $165k note includes a 10% upfront discount and jumps to 18% interest.
- Penalty clauses: Default on the January Next Note triggers a 150% penalty on principal and interest.
- Conversion floor prices: Multiple notes include conversion floors (e.g., $0.70 or $1.23) which can lead to significant dilution if the stock price drops.
- Debt-for-equity pressure: The company must obtain shareholder approval to issue shares in excess of Nasdaq's 19.99% cap; otherwise, debt becomes immediately repayable in cash.
📋 Key Facts
- Entered into 'Global Amendment 1' and 'Global Amendment 2' with Next Charging, LLC regarding multiple notes from July to December 2023.
- New $165,000 promissory note issued to Next Charging, LLC on January 16, 2024, featuring a 10% Original Issue Discount (OID).
- The January Next Note has an interest rate of 8% for the first nine months, increasing to 18% per annum thereafter.
- Next Charging, LLC's managing member, Michael Farkas, owns approximately 20% of EzFill Holdings, Inc. common stock.
- AJB Capital Investments, LLC entered into a Global Amendment extending maturity dates for certain notes to April 19, 2024, in exchange for 180,000 shares.
EzFill Holdings, Inc. entered into multiple global amendments to existing promissory notes and a new $165,000 promissory note with Next Charging, LLC and AJB Capital Investments, LLC. These agreements involve complex conversion terms, floor prices, and potential dilution through share issuances.
🚩 Red Flags
- High-interest debt: The new January Next Note features an 18% interest rate after nine months.
- Significant dilution risk: Multiple notes include conversion rights into common stock, often with floor prices that protect the lender.
- Related-party transaction: Michael Farkas, managing member of Next Charging, LLC (a primary lender), owns approximately 20% of EzFill Holdings, Inc.
- Penalty clauses: Default on the January Next Note triggers a 150% penalty on principal and interest.
- Liquidity pressure: The company must repay $3,000,000 in cash if it completes a capital raise under certain terms.
📋 Key Facts
- Entered into 'Global Amendment 1' and 'Global Amendment 2' with Next Charging, LLC on January 11, 2024.
- New $165,000 promissory note issued to Next Charging, LLC on January 16, 2024, featuring a 10% Original Issue Discount (OID) and interest rates stepping from 8% to 18%.
- The January Next Note has a maturity date of March 16, 2024, with automatic 2-month extensions.
- AJB Capital Investments, LLC entered into a 'Global Amendment' on January 17, 2024, extending certain note maturities to April 19, 2024.
- Conversion prices for various notes include floor prices of $0.60 or $0.70 and specific minimums like $1.23 depending on shareholder approval status.
EzFill Holdings entered into a $110,000 promissory note with Next Charging, LLC, a company whose managing member owns 20% of EzFill's common stock. The agreement includes high interest rates and significant conversion rights for the lender in the event of default.
🚩 Red Flags
- Related-party transaction involving a 20% beneficial owner.
- High interest rate (18%) and punitive default penalty (150x multiplier).
- Debt acceleration trigger linked to successful capital raising, which may disincentivize management from completing raises or create conflict with new investors.
- Potential for significant dilution via the lender's conversion rights in a default scenario.
📋 Key Facts
- Date of Agreement: January 5, 2024
- Loan Amount: $110,000 principal with a $10,000 Original Issue Discount (OID).
- Interest Rate: 8% per annum for the first nine months; increases to 18% per annum thereafter.
- Maturity Date: March 5, 2024 (with automatic 2-month extensions unless 10 days' notice is given by the lender).
- Acceleration Clause: Completion of a $3,000,000 capital raise triggers immediate repayment of all principal and interest.
- Default Penalty: Unpaid sums multiplied by 150% become immediately due upon default.
- Conversion Right: Lender has the right to convert debt into common stock at the average closing price over 10 days, subject to a floor of $1.23 or $0.20 (whichever is greater).
- Related Party: Michael Farkas, managing member of Next Charging, LLC, owns ~20% of EzFill Holdings.