UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2025
EZFILL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40809 | 84-4260623 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
67 NW 183rd Street, Miami, Florida 33169
(Address of principal executive offices, including Zip Code)
305 -791-1169
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | EZFL | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 10, 2025, EzFill Holdings, Inc. (the “Company”) received on January 10, 2025 a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer complies with Nasdaq rules for continued listing (the “Rules”) because the Company has not yet held an annual meeting of stockholders within one year after the end of the Company’s fiscal year ended December 31, 2023, as required pursuant to Rule 5620(a) of the Rules.
On December 31, 2024, the Company filed with the SEC a definitive proxy statement on Schedule 14A relating to its planned annual meeting of stockholders to be held on January 16, 2025. The Company held an annual meeting of stockholders on January 16, 2025. On January 21, 2025, the Company filed with the SEC a Current Report on Form 8-K that disclosed the voting results on the matters submitted at such annual meeting.
On January 22, 2025, the Company received a letter from the Staff of Nasdaq indicating that, based on the Current Report on Form 8-K filed with the SEC on January 21, 2025 as noted above, the Company has complied with the Rules and consequently this matter is now closed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 23, 2025
| EZFILL HOLDINGS, INC. | ||
| By: | /s/ Yehuda Levy | |
| Name: | Yehuda Levy | |
| Title: | Chief Executive Officer | |
