Item 1.01 Entry into a Material Definitive Agreement.
The information provided under Item 3.02 of this Current Report on Form 8-K with
respect to the issuance by EzFill Holdings, Inc. to Lunar Project LLC of the
Options (as defined in Item 3.02 hereof) is incorporated by reference into this
Item 1.01.
Item 3.02 Recent Sales of Unregistered Securities
On January 23, 2023, EzFill Holdings, Inc. (the "Company) entered into an
agreement (the "Consulting Agreement") with Lunar Project LLC (the
"Consultant"). For a term of two years unless terminated sooner as provided in
the Consulting Agreement (the "Term"), the Consultant has agreed to provide the
Company with certain services including, but not limited to, increasing the
Company's customer base through assembly of a contract sales team, assisting the
Company in reducing its current operating expenses and assisting the Company
with franchising its business. On a monthly basis, the Consultant will provide
an update to the Company detailing what services it provided for the previous
month. The Company's management will evaluate the work done each month and
provide guidance on what services are required for the following month.
In exchange for its services, the Consultant will receive options to purchase
1,600,000 restricted shares of the Company's common stock (the "Options"). The
Options' exercise prices, vesting requirements, and expiration dates will be set
forth in an option agreement between the Consultant and the Company. At the end
of the Term, unless extended by the parties in writing, all unvested Options
will immediately expire.
In conjunction with the Consulting Agreement, the Consultant entered into
several Non-Qualified Stock Option Agreements ("Option Agreements") with the
Company. The first Option Agreement is for 500,000 option shares that have an
exercise price of $0.60 per share and an expiration date five years from the
vesting date. The second Option Agreement is for 400,000 option shares that have
an exercise price of $1.00 per share and an expiration date five years from the
vesting date. The third Option Agreement is for 400,000 option shares that have
an exercise price of $1.25 per share and an expiration date five years from the
vesting date. The fourth Option Agreement is for 300,000 option shares that have
an exercise price of $1.75 per share and an expiration date five years from the
vesting date. Within each of the aforementioned Option Agreements, there are
performance conditions and vesting dates with specific percentages of shares to
vest. To exercise the Option, the Consultant (or in the case of exercise after
the Consultant's death or incapacity, the Consultant's executor, administrator,
heir or legatee, as the case may be) must deliver to the Company a written
notice of exercise per the Consulting Agreement.
The Options will be issued in reliance upon the exemption afforded by Section
4(2) of the Securities Act of 1933 (the "Act").
This Item 3.02 contains only a brief description of the material terms of the
Consulting Agreement and Option Agreements and does not purport to be a complete
description of the rights and obligations of the parties thereunder, and such
descriptions are qualified in their entirety by reference to the full text of
the Consulting Agreement and Option Agreements, which are attached hereto as
Exhibit 10.1 and Exhibit 10.2, 10.3, 10.4 and 10.5 respectively, and
incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Consulting Agreement by and between EzFill Holdings, Inc. and
Lunar Project LLC dated January 23, 2023.
10.2 Form of Non-Qualified Stock Option Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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