Debt | Note 5 – Debt The following represents a summary of the Company’s debt (notes payable – related parties, third party debt for notes payable (including those owed on vehicles), and line of credit, including key terms, and outstanding balances at March 31, 2024 and December 31, 2023, respectively. Notes Payable – Related Parties The following is a summary of the Company’s notes payable – related parties at March 31, 2024 and December 31, 2023: Summary of Notes Payable Balance - December 31, 2022 $ - Advances 5,267,500 Debt discount/issue costs (1,608,900 ) Amortization of debt discount/issue costs 1,406,015 Repayments (262,500 ) Balance - December 31, 2023 4,802,115 Advances 1,375,000 Debt discount/issue costs - original issue discount (125,000 ) Debt discount/issue costs - stock issuances (345,893 ) Amortization of debt discount/issue costs 531,012 Balance - March 31, 2024 $ 6,237,234 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 The following is a detail of the Company’s notes payable – related parties at March 31, 2024 and December 31, 2023: Schedule of Detailed Company’s Notes Payable Notes Payable - Related Parties Note Holder Issue Date Maturity Date Shares Interest Default Collateral March 31, 2024 December 31, 2023 Note #1 April 19, 2023 April 19, 2024 250,000 A, B 10.00 % 18.00 % All assets $ 1,500,000 $ 1,500,000 Note #2 September 22, 2023 April 19, 2024 150,000 A, B 10.00 % 18.00 % All assets 600,000 600,000 Note #3 October 13, 2023 April 19, 2024 440,000 A, B 0.00 % 18.00 % All assets 320,000 320,000 Note #4 July 5, 2023 May 5, 2024 - 8.00 % 18.00 % All assets 440,000 440,000 Note #5 August 2, 2023 April 2, 2024 - 8.00 % 18.00 % All assets 440,000 440,000 Note #6 August 23, 2023 April 23, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #7 August 30, 2023 April 29, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #8 September 6, 2023 May 6, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #9 September 13, 2023 May 13, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #10 November 3, 2023 May 3, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #11 November 21, 2023 May 21, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #12 December 4, 2023 June 4, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #13 December 13, 2023 June 13, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #14 December 18, 2023 June 18, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #15 December 20, 2023 June 20, 2024 - 8.00 % 18.00 % All assets 55,000 55,000 Note #16 December 27, 2023 June 27, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #17 January 5, 2024 May 5, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #18 January 16, 2024 May 16, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #19 January 25, 2024 May 25, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #20 February 7, 2024 June 7, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #21 February 20, 2024 June 20, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #22 February 28, 2024 June 28, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #23 March 8, 2024 July 8, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #24 March 15, 2024 July 15, 2024 52,000 C 8.00 % 18.00 % All assets 165,000 - Note #25 March 26, 2024 July 26, 2024 34,722 C 8.00 % 18.00 % All assets 110,000 - 6,380,000 5,005,000 Less: unamortized debt discount 142,766 202,885 $ 6,237,234 $ 4,802,115 A See discussion below regarding global amendment for Notes #1, #2 and #3. B See discussion below regarding the limitation on the issuance of this lender due to a 9.99% C These shares of common stock ( 190,722 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Year Ended December 31, 2023 Note #1 – Note Payable – Related Party - Material Stockholder greater than 5% and related Loss on Debt Extinguishment During 2023, the Company originally executed a six-month (6) note payable with a face amount of $ 1,500,000 150,000 140,000 290,000 1,210,000 290,000 In connection with obtaining this debt, the Company also committed 250,000 100,000 256,000 2.56 546,000 See Note 8. In October 2023 (the initial maturity date), the Company executed a loan extension with the lender to extend the due date from October 2023 to April 2024. At this time, the remaining 150,000 The Company evaluated the modification of terms under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the extension of the maturity date resulted in significant and consequential changes to the economic substance of the debt and thus resulted in an extinguishment of the debt. Specifically, on the date of modification, the Company determined that the present value of the cash flows of the modified debt instrument was greater than 10% different from the present value of the remaining cash flows under the original debt instrument. For the year ended December 31, 2023, the Company recorded a loss on debt extinguishment of $ 291,000 Schedule of Loss on Debt Extinguishment Fair value of debt and common stock on extinguishment date * $ 1,791,000 Fair value of debt subject to modification 1,500,000 Loss on debt extinguishment - related party $ 291,000 * The Company valued the issuance of the 150,000 291,000 1.94 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 0.70 10,000,000 15,000,000 The Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods. This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3), all of the notes with this lender will be considered in default. At March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. See May 9, 2024 loan date extension below. This lender is considered a related party since it has a greater than 5 Note #2 – Note Payable – Related Party - Material Stockholder greater than 5% During 2023, the Company executed a six-month (6) note payable with a face amount of $ 600,000 60,000 28,900 88,900 511,100 In connection with obtaining this note, the Company also issued 150,000 406,500 2.71 The issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $ 495,400 See Note 8. EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 While the note is initially due in March 2024, the Company has the right to extend the note by an additional six-months (6) to September 2024. The note was not formally extended on its maturity date, however, the lender has not given notice on default. Pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 0.70 10,000,000 15,000,000 The Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods. This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3), all of the notes with this lender will be considered in default. At March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. See May 9, 2024 loan date extension below. This lender is considered a related party since it has a greater than 5 Note #3 – Note Payable – Related Party - Material Stockholder greater than 5% In October 2023, the Company executed a three-month (3) note payable with a face amount of $ 320,000 48,000 272,000 In connection with obtaining this note, the Company was required to issue 260,000 539,760 2.076 9.99 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 The future issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $ 320,000 320,000 Pursuant to the January 17, 2024 global amendment, effective for all previously issued notes with this lender, in the event of default, the lender may convert the note into shares of common stock equal to the greater of $ 1.23 0.70 10,000,000 15,000,000 The Company has determined that in the event of default, the note at that time may be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods. This note is subject to cross-default. In the event this note or any other notes issued by this lender are in default (Notes #1, #2 and #3), all of the notes with this lender will be considered in default. At March 31, 2024, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note. See May 9, 2024 loan date extension below. This lender is considered a related party since it has a greater than 5 In January 2024, with respect to Notes #2 and #3 discussed above, as a result of extending the note maturity dates as amended to April 19, 2024, the Company was required to issue 180,000 9.99 The Company determined the fair value of these shares was $ 270,000 1.50 At March 31, 2024 and December 31, 2023, the Company reflected 440,000 260,000 Extension of Notes #1, #2 and #3 On May 9, 2024, with respect to Notes #1, #2 and #3 discussed above, as a result of extending the note maturity dates as amended to July 17, 2024, the Company was required to issue 165,000 The Company determined the fair value of these shares was $ 407,550 2.47 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Notes #4 - #25 - Notes Payable – Related Party - Material Stockholder greater than 20% Notes Payable – Related Party Three Months Ended March 31, 2024 During the three months ended March 31, 2024, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 1,375,000 125,000 1,250,000 In connection with obtaining these notes, the Company was required to issue 190,722 345,893 1.68 1.93 In total, the Company recorded debt discounts/issuance costs of $ 470,893 These notes are initially due two-months (2) from their issuance dates. If the notes reach maturity and are still outstanding, the notes and related accrued interest will automatically renew for successive two-month (2) periods. These notes bear interest at 8 st 18 The lender is required to issue in writing any event of default. If an event of default occurs, all outstanding principal and accrued interest will be multiplied by 150% and become immediately due. Additionally, if the Company raises $ 3,000,000 Finally, in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70 At March 31, 2024, the Company is not in default on any of these notes and believes it is in compliance with all terms and conditions of the notes. This lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Year Ended December 31, 2023 During the year ended December 31, 2023, the Company executed several two-month (2) notes payable with an aggregate face amount of $ 2,585,000 235,000 2,350,000 These notes are initially due two-months (2) from their issuance dates. If the notes reach maturity and are still outstanding, the notes and related accrued interest will automatically renew for successive two-month (2) periods. These notes bear interest at 8 st 18 The lender is required to issue in writing any event of default. If an event of default occurs, all outstanding principal and accrued interest will be multiplied by 150% and become immediately due. Additionally, if the Company raises $ 3,000,000 Finally, in an event of default, the lender has the right to convert any or all of the outstanding principal and accrued interest into common stock equal to the greater of the average VWAP closing price over the ten (10) trading days ending on the date of conversion or $ 0.70 At December 31, 2023, the Company was not in default on any of these notes and believed it was in compliance with all terms and conditions of the notes. This lender is considered a related party as it is controlled by Michael Farkas, an approximate 20 Note Payable - Other Year Ended December 31, 2023 During 2023, an entity controlled by this majority stockholder (approximately 20 12,500 250,000 262,500 13,125 275,625 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Note Payable (non-vehicles) The following is a summary of the Company’s note payable (non-vehicles) at March 31, 2024 and December 31, 2023, respectively: Summary of Notes Payable Balance - December 31, 2022 $ - Face amount of note 275,250 Debt discount (25,250 ) Amortization of debt discount 9,729 Repayments (133,289 ) Balance - December 31, 2023 126,440 Amortization of debt discount 4,170 Repayments (72,708 ) Balance - March 31, 2024 $ 57,902 In April 2023, the Company executed a note payable with a face amount of $ 275,250 8.9 275,250 25,250 25,250 250,000 In April 2024, the Company executed a note payable with a face amount of $ 277,500 8.1 277,500 27,500 27,500 This note represented the refinancing of the initial note from April 2023. Under the terms of the new agreement, the Company received net proceeds of $ 192,131 57,869 250,000 On the date of refinancing, all previous outstanding unamortized debt discount associated with the initial advance will be expensed. The following is a detail of the Company’s note payable (non-vehicles) at March 31, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Note Payable Issue Date Maturity Date Interest Rate Default Collateral March 31, 2024 December 31, 2023 April 16, 2023 December 12, 2024 - * N/A All assets $ 69,253 $ 141,961 Less: unamortized debt discount 11,351 15,521 $ 57,902 $ 126,440 * approximately 10 Notes Payable - Vehicles The following is a summary of the Company’s notes payable for its vehicles at March 31, 2024 and December 31, 2023, respectively: Summary of Notes Payable Balance - December 31, 2022 $ 2,009,896 Repayments (836,618 ) Balance - December 31, 2023 $ 1,173,278 Repayments (203,849 ) Balance - March 31, 2024 $ 969,429 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 The following is a detail of the Company’s notes payable for its vehicles at March 31, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Vehicles Issue Date Maturity Date Interest Rate Default Collateral March 31, 2024 December 31, 2023 January 15, 2021 November 15, 2025 11.00 % N/A This vehicle $ 24,994 $ 28,370 April 9, 2019 February 17, 2024 4.90 % N/A This vehicle - 1,873 December 15, 2021 December 18, 2024 3.50 % N/A This vehicle 28,487 37,823 December 16, 2021 December 18, 2024 3.50 % N/A This vehicle 27,885 37,023 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 31,602 40,911 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,965 43,046 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,965 43,046 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 34,673 43,944 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 33,964 43,045 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 40,929 50,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 40,929 50,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,929 51,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,504 50,862 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 41,555 50,925 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 17,819 20,837 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 17,820 20,838 November 1, 2021 November 11, 2025 4.84 % N/A This vehicle 15,668 17,913 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 16,150 18,572 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 16,150 18,572 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 21,565 24,035 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 21,562 24,032 April 27, 2022 May 10, 2027 9.05 % N/A This vehicle 100,283 107,047 April 27, 2022 May 1, 2026 8.50 % N/A This vehicle 66,558 73,585 969,429 1,173,278 Less: current portion 616,860 811,516 Long term portion $ 352,569 $ 361,762 EZFILL HOLDINGS, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 Debt Maturities The following represents the maturities of the Company’s various debt arrangements as noted above for each of the five (5) succeeding years and thereafter as follows: Schedule of Maturities of Long Term Debt For the Year Ended December 31, Notes Payable - Related Parties Notes Payable Vehicles Total 2024 (9 Months) $ 6,237,234 $ 57,902 $ 616,860 $ 6,911,996 2025 - - 282,858 282,858 2026 - - 55,827 55,827 2027 - - 13,884 13,884 Total $ 6,237,234 $ 57,902 $ 969,429 $ 7,264,565 Line of Credit Year Ended December 31, 2023 In 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement (the “Line of Credit”) with City National Bank of Florida. The line of credit had an outstanding balance of $ 1,000,000 1,008,813 1,000,000 8,813 To secure the repayment of the Credit Limit, the Bank had a first priority lien and continuing security interest in the securities held in the Company’s investment portfolio with the Bank. The Company liquidated its entire position in the investment portfolio in 2023. In connection with the repayment of the line of credit, no further advances had been made and the bank closed the line of credit. |