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Debt

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Restructuring Cost and Reserve [Line Items]

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 September 30, 2024 and December 31, 2023, respectively.

Notes Payable – Related Parties

The following is a summary of the Company’s notes payable – related parties at September 30, 2024 and December 31, 2023:

Summary of Notes Payable

Balance - December 31, 2022	$	-
Face amount of note
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		3,630,000
Debt discount/issue costs - original issue discount		(330,000	)
Debt discount/issue costs - stock issuances		(2,020,387	)
Amortization of debt discount/issue costs		2,553,272
Default penalty interest expense		4,317,500
Conversion of debt - preferred stock		(3,630,000	)
Conversion of debt - common stock		(9,322,500	)
Balance - September 30, 2024	$	-

EZFILL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The following is a detail of the Company’s notes payable – related parties at September 30, 2024 and December 31, 2023:

Notes Payable - Related Parties
Note Holder	Issue Date	Maturity Date	Shares Issued with Debt		Interest Rate		Default Interest Rate		Default Conversion Rate		Collateral		September 30, 2024		December 31, 2023
Note #1	April 19, 2023	July 17, 2024	100,000	A, B	10.00	%	18.00	%	150.00	%	All assets	$	-	$	1,500,000
Note #2	September 22, 2023	July 17, 2024	60,000	A, B	10.00	%	18.00	%	150.00	%	All assets		-		600,000
Note #3	October 13, 2023	July 17, 2024	176,000	A, B	0.00	%	18.00	%	150.00	%	All assets		-		320,000
Note #4	July 5, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		440,000
Note #5	August 2, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		440,000
Note #6	August 23, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		110,000
Note #7	August 30, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		165,000
Note #8	September 6, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		220,000
Note #9	September 13, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		110,000
Note #10	November 3, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		165,000
Note #11	November 21, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		220,000
Note #12	December 4, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		220,000
Note #13	December 13, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		165,000
Note #14	December 18, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		110,000
Note #15	December 20, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		55,000
Note #16	December 27, 2023	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		165,000
Note #17	January 5, 2024	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		-
Note #18	January 16, 2024	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		-
Note #19	January 25, 2024	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		-
Note #20	February 7, 2024	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		-
Note #21	February 20, 2024	August 16, 2024	-		8.00	%	18.00	%	150.00	%	All assets		-		-
Note #22	February 28, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #23	March 8, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #24	March 15, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #25	March 26, 2024	August 16, 2024	13,889	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #26	April 2, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #27	April 8, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #28	April 22, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #29	May 8, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #30	May 15, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #31	May 20, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #32	May 28, 2024	August 16, 2024	13,889	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #33	June 10, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #34	June 28, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #35	July 5, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #36	July 10, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #37	July 22, 2024	August 16, 2024	20,800	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #38	August 6, 2024	August 16, 2024	53,500	C	8.00	%	18.00	%	150.00	%	All assets		-		-
Note #39	August 14, 2024	August 16, 2024	53,500	C	8.00	%	18.00	%	150.00	%	All assets		-		-
													-		5,005,000
							Less: unamortized debt discount						-		202,885
												$	-	$	4,802,115

EZFILL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

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% equity ownership blocker.
C	These shares of common stock (425,978) were issued with the underlying original issue discount notes and treated as additional debt discount.

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, less an original issue discount of $150,000, along with an additional $140,000 in transaction related fees (total debt discount and issue costs of $290,000), resulting in net proceeds of $1,210,000. The $290,000 in debt discounts and issuance costs are being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations.

In connection with obtaining this debt, the Company also committed 100,000 shares of common stock to the lender as additional interest expense (commitment fee). Under the terms of the agreement, only 40,000 shares of common stock were required to be issued on the commitment date resulting in a fair value of $256,000 ($6.40/share), based upon the quoted closing price. The Company recorded this amount as a debt discount which was being amortized over the life of the note. Total debt discounts recorded aggregated $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 60,000 shares were issued to the lender.

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 as follows:

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 60,000 commitment shares at $291,000, based upon the quoted closing trading price on the date of modification ($4.85/share).

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 $3.08 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $1.75. Additionally, if the Company raises $10,000,000 or more, then Note #3 will be repaid. If the Company raises $15,000,000 or more, then both Notes #2 and #3 will be repaid.

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.

See May 9, 2024 loan date extension below.

This lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock.

See discussion regarding debt conversion below on August 16, 2024.

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, less an original issue discount of $60,000, along with an additional $28,900 in transaction related fees (total debt discount and issue costs in cash of $88,900), resulting in net proceeds of $511,100.

In connection with obtaining this note, the Company also issued 60,000 shares of common stock to the lender having a fair value of $406,500, based upon the quoted closing trading price ($6.78/share).

EZFILL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The issuance of these shares resulted in an additional debt issue cost. In total, the Company recorded debt discounts/issuance costs of $495,400 which is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations.

See Note 8.

While the note was initially due in March 2024, the Company had 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.

See May 9, 2024 loan date extension below.

This lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock.

See discussion regarding debt conversion below on August 16, 2024.

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, less an original issue discount of $48,000, resulting in net proceeds of $272,000.

In connection with obtaining this note, the Company was required to issue 104,000 shares of common stock to the lender having a fair value of $539,760, based upon the quoted closing trading price ($5.19/share). However, the issuance of these shares would result in the lender having a greater than 9.99% ownership of the Company, which is prohibited by agreement. These shares are classified as common stock issuable in the accompanying consolidated balance sheets.

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 which is being amortized over the life of the note to interest expense. The aggregate discounts calculated above exceeded the face amount of the note and therefore were limited to the face amount of the note totaling $320,000.

See May 9, 2024 loan date extension below.

This lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock.

EZFILL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

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 72,000 shares of common stock. However, the issuance of these shares would result in the lender having a greater than 9.99% ownership of the Company, which is prohibited by agreement.

The Company determined the fair value of these shares was $270,000 ($3.75/share), based upon the quoted closing trading price, and recorded additional interest expense during the nine months ended September 30, 2024.

See discussion regarding debt conversion below on August 16, 2024.

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 66,000 shares of common stock. However, the issuance of these shares would result in the lender having a greater than 9.99% ownership of the Company, which is prohibited by agreement.

The Company determined the fair value of these shares was $407,550 ($6.18/share), based upon the quoted closing trading price, and recorded additional interest expense during the nine months ended September 30, 2024.

Debt Conversion to Series A Preferred Stock

On August 16, 2024, the Company converted all outstanding principal ($2,420,000) and accrued interest ($0) into 363,000 share of Series A, Preferred Stock, $10/share stated value. At the time of conversion, the lender executed a 150% penalty interest feature. As a result, the Company increased its interest expense and related debt by $1,210,000 for a total of $3,630,000 of debt that was converted. As a result of the debt conversion, the balance due to this lender was $0.

The fair value of the Series A, preferred stock and related loss on debt extinguishment at the conversion date was based on the as-converted basis, calculated as follows:

Schedule Of Debt Extinguishment


Market price per share of common stock - on date of issuance	$	2.76
Discount to market price on date of issuance		80	%
Conversion price per share	$	2.21

Series A, preferred stock - stated value per share	$	10.00
Conversion price per share	$	2.21
Number of shares of common stock - for each share of Series A, preferred stock held		4.53

Series A, preferred shares issued		363,000
Number of shares of common stock - for each share of Series A, preferred stock held		4.53
Equivalent common shares		1,644,022

Market price per share of common stock - on date of issuance	$	2.76

As converted valuation of Series A, preferred stock	$	4,537,500
Debt converted in exchange for Series A, preferred stock		3,630,000
Loss on debt extinguishment - related party	$	907,500

See Note 8 regarding features of this class of securities.

Common Stock Issuable – Notes #1, #2 and #3

In connection with the conversion of these notes on August 16, 2024, 242,000 shares of common stock previously issuable were issued. The net effect on stockholders equity was $0.

Notes #4 - #39 - Notes Payable – Related Party - Material Stockholder greater than 20%

Nine Months Ended September 30, 2024

The Company executed several two-month (2) notes payable with an aggregate face amount of $3,630,000, less original issue discounts of $330,000, resulting in net proceeds of $3,300,000.

In connection with obtaining these notes, the Company was required to issue 425,978 shares of common stock to the lender having a fair value of $2,020,387, based upon the quoted closing trading price ($2.81 - $7.10/share).

In total, the Company recorded debt discounts/issuance costs totaling $2,350,387, which amortized over the life of these notes to interest expense.

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% for the 1^st nine-months (9), then 18% each month thereafter.

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 (debt or equity based), the entire outstanding principal and accrued interest are immediately due.

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 $1.75 (the floor price). In the event such a conversion were to occur, which can only happen by default, the Company would evaluate the potential for recording derivative liabilities.

This lender is considered a related party as it is controlled by Michael Farkas, who is a greater than 20% stockholder in the Company.

EZFILL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Debt Conversion to Common Stock

On August 16, 2024, the Company converted all outstanding principal ($6,215,000) and accrued interest ($316,130) into 3,525,341 shares of common stock. At the time of conversion, the lender executed a 150% penalty interest feature. As a result, the Company increased its interest expense and related debt by $3,265,565 for a total of $9,796,696 of debt that was converted. As a result of the debt conversion, the balance due to this lender was $0. The fair value of the common stock at the conversion date was $2.76/share. Accordingly, there was no gain or loss on debt extinguishment.

See Note 8 regarding features of this class of securities.

Additionally, in connection with this debt conversion, all remaining unamortized debt discount was recorded as interest expense.

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, less original issue discounts of $235,000, resulting in net proceeds of $2,350,000.

These notes bear interest at 8% for the 1^st nine-months (9), then 18% each month thereafter.

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, who is a greater than 20% stockholder in the Company.

Note Payable - Other

Year Ended December 31, 2023

During 2023, an entity controlled by this majority stockholder (approximately 20% common stock ownership at that time) advanced unsecured working capital funds (net proceeds after original issue discount of $12,500 was $250,000) to the Company. In 2023, the note principal of $262,500 along with accrued interest of $13,125, aggregating $275,625 was repaid.

Note Payable (non-vehicles)

The following is a summary of the Company’s note payable (non-vehicles) at September 30, 2024 and December 31, 2023, respectively:

Summary of Notes Payable

	Loan #1			Loan #2			Total
Balance - December 31, 2022	$	-		$	-		$	-
Face amount of note		275,250			-			275,250
Debt discount		(25,250	)		-			(25,250	)
Amortization of debt discount		9,729			-			9,729
Repayments		(133,289	)		-			(133,289	)
Balance - December 31, 2023		126,440			-			126,440
Face amount of note		-			277,500			277,500
Debt discount		-			(27,500	)		(27,500	)
Amortization of debt discount		15,521			9,050			24,571
Repayments		(141,961	)		(93,281	)		(235,242	)
Balance - September 30, 2024	$	-		$	165,769		$	165,769

In April 2023, the Company executed a note payable with a face amount of $275,250. Under the terms of the agreement, the lender will withhold 8.9% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $275,250 (interest is $25,250). The $25,250 is considered a debt issuance cost and is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. The Company received net proceeds of $250,000.

In April 2024, the Company executed a note payable with a face amount of $277,500. Under the terms of the agreement, the lender will withhold 8.1% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $277,500 (interest is $27,500). The $27,500 is considered a debt issuance cost and will be amortized over the life of the note to interest expense.

EZFILL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

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, which is a result of the repayment of the outstanding balance of $57,869 on the date of refinancing (gross amount of note exclusive of interest was $250,000).

On the date of refinancing, all previous outstanding unamortized debt discount associated with the initial advance (loan #1) will be expensed.

The following is a detail of the Company’s note payable (non-vehicles) at September 30, 2024 and December 31, 2023, respectively:

Note Payable
Issue Date	Maturity Date	Date Repaid	Collateral	September 30, 2024		December 31, 2023
April 16, 2023	December 12, 2024	April 24, 2024	All assets	$	-	$	141,961
April 24, 2024	October 21, 2025	N/A	All assets		184,219		-
			Less: unamortized debt discount		18,450		15,521
				$	165,769	$	126,440

Notes Payable - Vehicles

The following is a summary of the Company’s notes payable for its vehicles at September 30, 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		(613,713	)
Balance - September 30, 2024	$	559,565

The following is a detail of the Company’s notes payable for its vehicles at September 30, 2024 and December 31, 2023, respectively:

Notes Payable - Vehicles
Issue Date	Maturity Date	Interest Rate			Default Interest Rate	Collateral	September 30, 2024		December 31, 2023
January 15, 2021	November 15, 2025		11.00	%	N/A	This vehicle	$	17,964	$	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		9,573		37,823
December 16, 2021	December 18, 2024		3.50	%	N/A	This vehicle		9,371		37,023
January 11, 2022	January 25, 2025		3.50	%	N/A	This vehicle		12,743		40,911
January 11, 2022	January 25, 2025		3.50	%	N/A	This vehicle		12,743		40,911
January 11, 2022	January 25, 2025		3.50	%	N/A	This vehicle		12,743		40,911
January 11, 2022	January 25, 2025		3.50	%	N/A	This vehicle		12,743		40,911
February 8, 2022	February 10, 2025		3.50	%	N/A	This vehicle		15,567		43,046
February 8, 2022	February 10, 2025		3.50	%	N/A	This vehicle		15,567		43,046
February 8, 2022	February 10, 2025		3.50	%	N/A	This vehicle		15,890		43,944
February 8, 2022	February 10, 2025		3.50	%	N/A	This vehicle		15,566		43,045
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		22,235		50,157
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		22,235		50,157
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		23,235		51,157
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		22,547		50,862
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		22,573		50,925
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		22,573		50,925
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		22,573		50,925
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		22,573		50,925
August 4, 2022	August 18, 2025		4.99	%	N/A	This vehicle		11,674		20,837
August 4, 2022	August 18, 2025		4.99	%	N/A	This vehicle		11,675		20,838
November 1, 2021	November 11, 2025		4.84	%	N/A	This vehicle		11,060		17,913
November 1, 2021	November 11, 2025		0.00	%	N/A	This vehicle		11,256		18,572
November 1, 2021	November 11, 2025		0.00	%	N/A	This vehicle		11,306		18,572
June 1, 2022	May 23, 2026		0.90	%	N/A	This vehicle		16,613		24,035
June 1, 2022	May 23, 2026		0.90	%	N/A	This vehicle		16,626		24,032
April 27, 2022	May 10, 2027		9.05	%	N/A	This vehicle		86,289		107,047
April 27, 2022	May 1, 2026		8.50	%	N/A	This vehicle		52,054		73,585
								559,565		1,173,278
					Less: current portion			213,706		819,788
					Long term portion		$	345,859	$	353,490

EZFILL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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:

For the Year Ended December 31,	Notes Payable		Vehicle Notes Payable		Total

2024 (3 Months)	$	-	$	206,094	$	206,094
Remainder of year one	$	-	$	206,094	$	206,094
2025		165,769		279,162		444,931
2026		-		55,810		55,810
2027		-		18,499		18,499
2027
Total	$	165,769	$	559,565	$	725,334

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 at December 31, 2022 and was repaid in 2023 for $1,008,813 (principal of $1,000,000 plus accrued interest of $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.

Note 5 – Debt

Notes Payable – Related Parties

The following is a summary of the Company’s notes payable – related parties at December 31, 2023 and 2022:


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

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

The following is a detail of the Company’s notes payable – related parties at December 31, 2023 and 2022:

Notes Payable - Related Parties
Note Holder	Issue Date	Maturity Date	Shares Issued with Debt			Interest Rate			Default Interest Rate			Collateral	December 31, 2023		December 31, 2022
Note #1	April 19, 2023	April 19, 2024		100,000			10.00	%		18.00	%	All assets	$	1,500,000	$	-
Note #2	September 22, 2023	April 19, 2024		60,000	A		10.00	%		18.00	%	All assets		600,000		-
Note #3	October 13, 2023	April 19, 2024		104,000	B		0.00	%		18.00	%	All assets		320,000		-
Note #4	July 5, 2023	January 5, 2024		-			8.00	%		18.00	%	All assets		440,000		-
Note #5	August 2, 2023	February 2, 2024		-			8.00	%		18.00	%	All assets		440,000		-
Note #6	August 23, 2023	February 23, 2024		-			8.00	%		18.00	%	All assets		110,000		-
Note #7	August 30, 2023	February 29, 2024		-			8.00	%		18.00	%	All assets		165,000		-
Note #8	September 6, 2023	January 6, 2024		-			8.00	%		18.00	%	All assets		220,000		-
Note #9	September 13, 2023	January 13, 2024		-			8.00	%		18.00	%	All assets		110,000		-
Note #10	November 3, 2023	January 3, 2024		-			8.00	%		18.00	%	All assets		165,000		-
Note #11	November 21, 2023	January 21, 2024		-			8.00	%		18.00	%	All assets		220,000		-
Note #12	December 4, 2023	February 4, 2024		-			8.00	%		18.00	%	All assets		220,000		-
Note #13	December 13, 2023	February 13, 2024		-			8.00	%		18.00	%	All assets		165,000		-
Note #14	December 18, 2023	February 18, 2024		-			8.00	%		18.00	%	All assets		110,000		-
Note #15	December 20, 2023	February 20, 2024		-			8.00	%		18.00	%	All assets		55,000		-
Note #16	December 27, 2023	February 27, 2024		-			8.00	%		18.00	%	All assets		165,000		-
														5,005,000		-
									Less: unamortized debt discount					202,885		-
													$	4,802,115	$	-

A	See discussion below regarding global amendment for Notes #2 and #3.
B	See discussion below regarding the limitation on the issuance of this lender due to a 9.99% equity ownership blocker.

Note #1 – Note Payable – Related Party - Material Stockholder greater than 5% and related Loss on Debt Extinguishment

The Company originally executed a six-month (6) note payable with a face amount of $1,500,000, less an original issue discount of $150,000, along with an additional $140,000 in transaction related fees (total debt discount and issue costs of $290,000), resulting in net proceeds of $1,210,000. The $290,000 in debt discounts and issuance costs are being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations.

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

In connection with obtaining this debt, the Company also committed 100,000 shares of common stock to the lender as additional interest expense (commitment fee). Under the terms of the agreement, only 40,000 shares of common stock were required to be issued on the commitment date resulting in a fair value of $256,000 ($6.40/share), based upon the quoted closing price. The Company recorded this amount as a debt discount which is being amortized over the life of the note. Total discounts recorded aggregated $546,000.

See Note 8.

As a result, the Company recorded a loss on debt extinguishment of $291,000 as follows:

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 60,000 commitment shares at $291,000, based upon the quoted closing trading price on the date of modification ($4.85/share).

This note also contains a conversion feature only upon an event of default. The conversion feature is equal to the greater of (a) $3.85 and (b) the lower of (i) the average VWAP over the ten (10) trading day period preceding conversion. Additionally, the note contains an anti-dilution right in the form of a ratchet feature. If at the time of eligible conversion (only if Company is in default) common stock is sold or other debt is converted into common stock at a price lower than the defined conversion price under the terms of this note, the conversion price of this note will be reduced to the lower amount.

The Company has determined that in the event of default, the note at that time will be treated as a derivative liability subject to financial reporting at fair value and related mark to market adjustments in subsequent reporting periods.

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

At December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

This lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock.

Note #2 – Note Payable – Related Party - Material Stockholder greater than 5%

The Company executed a six-month (6) note payable with a face amount of $600,000, less an original issue discount of $60,000, along with an additional $28,900 in transaction related fees (total debt discount and issue costs in cash of $88,900), resulting in net proceeds of $511,100.

In connection with obtaining this note, the Company also issued 60,000 shares of common stock to the lender having a fair value of $406,500, based upon the quoted closing trading price ($6.78/share).

See Note 8.

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.

Subsequent to December 31, 2023, 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 $3.08 and the lower of the average VWAP over the ten (10) preceding trading days; or the greater of the average of the VWAP over the ten (10) preceding trading days or a floor price of $1.75. Additionally, if the Company raises $10,000,000 or more, then Note #3 will be repaid. If the Company raises $15,000,000 or more, then both Notes #2 and #3 will be repaid.

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

At December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

This lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock.

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, less an original issue discount of $48,000, resulting in net proceeds of $272,000.

At December 31, 2023, the Company is not in default on this note and believes it is in compliance with all terms and conditions of the note.

This lender is considered a related party since it has a greater than 5% controlling interest in the Company’s outstanding common stock.

Subsequent to the year ended December 31, 2023, 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 is required to issue 72,000 shares of common stock. However, the issuance of these shares would result in the lender having a greater than 9.99% ownership of the Company, which is prohibited by agreement. These shares will be classified as common stock issuable.

The Company determined the fair value of these shares to be $270,000 ($3.75/share), based upon the quoted closing trading price. These shares will be recorded as additional interest expense.

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Notes #4 - #16 - Notes Payable – Related Party - Material Stockholder greater than 20%

These notes bear interest at 8% for the 1^st nine-months (9), then 18% each month thereafter.

At December 31, 2023, 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% stockholder in the Company.

Note Payable - Other

During 2023, an entity controlled by this majority stockholder (approximately 20% common stock ownership) advanced unsecured working capital funds (net proceeds after original issue discount of $12,500 was $250,000) to the Company. In 2023, the note principal of $262,500 along with accrued interest of $13,125, aggregating $275,625 was repaid.

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Note Payable (non-vehicles)

The following is a summary of the Company’s note payable (non-vehicles) at December 31, 2023 and 2022, respectively:


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

The Company executed a note payable with a face amount of $275,250. Under the terms of the agreement, the lender will withhold 8.9% of the Company’s daily funds arising from sales through the lender’s payment processing services until the Company has repaid the $275,250 (interest is $25,250 or approximately 10% of the note amount). The $25,250 is considered a debt issuance cost and is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. The Company received net proceeds of $250,000.

The following is a detail of the Company’s note payable (non-vehicles) at December 31, 2023 and 2022, respectively:

Notes Payable

Issue Date

Maturity Date

Interest Rate

Default Interest Rate

Collateral

December 31,

2023

December 31,

2022

April 16, 2023

December 12, 2024

N/A

All assets

141,961

initially 6.5%, however, subject to change at each reporting period.

Less: unamortized debt discount

15,521

126,440

Notes Payable - Vehicles

The following is a summary of the Company’s notes payable for its vehicles at December 31, 2023 and 2022, respectively:

Schedule of Notes Payable for Vehicles


Balance - December 31, 2021	$	476,313
Acquisition of vehicles in exchange for notes payable		2,166,643
Repayments		(633,060	)
Balance - December 31, 2022		2,009,896
Repayments		(836,618	)
Balance - December 31, 2023	$	1,173,278

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

The following is a detail of the Company’s notes payable for its vehicles at December 31, 2023 and 2022, respectively:

Notes Payable - Vehicles
Issue Date	Maturity Date	Interest Rate			Default Interest Rate	Collateral	December 31, 2023		December 31, 2022
January 15, 2021	November 15, 2025		11.00	%	N/A	This vehicle	$	28,370	$	40,976
April 9, 2019	December 12, 2023		7.44	%	N/A	This vehicle		-		8,174
April 9, 2019	December 12, 2023		7.44	%	N/A	This vehicle		-		6,986
April 9, 2019	February 17, 2024		4.90	%	N/A	This vehicle		1,873		10,670
December 15, 2021	December 18, 2024		3.50	%	N/A	This vehicle		37,823		74,357
December 16, 2021	December 18, 2024		3.50	%	N/A	This vehicle		37,023		72,784
January 11, 2022	January 25, 2025		3.50	%	N/A	This vehicle		40,911		83,505
January 11, 2022	January 25, 2025		3.50	%	N/A	This vehicle		40,911		83,505
January 11, 2022	January 25, 2025		3.50	%	N/A	This vehicle		40,911		83,505
January 11, 2022	January 25, 2025		3.50	%	N/A	This vehicle		40,911		83,505
February 8, 2022	February 10, 2025		3.50	%	N/A	This vehicle		43,046		78,585
February 8, 2022	February 10, 2025		3.50	%	N/A	This vehicle		43,046		78,585
February 8, 2022	February 10, 2025		3.50	%	N/A	This vehicle		43,944		80,226
February 8, 2022	February 10, 2025		3.50	%	N/A	This vehicle		43,045		78,585
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		50,157		86,271
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		50,157		86,271
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		51,157		86,270
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		50,862		87,481
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		50,925		87,594
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		50,925		87,594
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		50,925		87,594
April 5, 2022	April 20, 2025		3.50	%	N/A	This vehicle		50,925		87,594
August 4, 2022	August 18, 2025		4.99	%	N/A	This vehicle		20,837		32,536
August 4, 2022	August 18, 2025		4.99	%	N/A	This vehicle		20,838		32,536
November 1, 2021	November 11, 2025		4.84	%	N/A	This vehicle		17,913		26,578
November 1, 2021	November 11, 2025		0.00	%	N/A	This vehicle		18,572		28,261
November 1, 2021	November 11, 2025		0.00	%	N/A	This vehicle		18,572		28,261
June 1, 2022	May 23, 2026		0.90	%	N/A	This vehicle		24,035		33,813
June 1, 2022	May 23, 2026		0.90	%	N/A	This vehicle		24,032		33,813
April 27, 2022	May 10, 2027		9.05	%	N/A	This vehicle		107,047		132,246
April 27, 2022	May 1, 2026		8.50	%	N/A	This vehicle		73,585		101,237
								1,173,278		2,009,896

						Less: current portion		819,788		811,516
						Long term portion	$	353,490	$	1,198,380

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Debt Maturities

The following represents the maturities of the Company’s various debt arrangements for each of the five (5) succeeding years and thereafter as follows:

For the Year Ended December 31,	Notes Payable - Related Parties		Notes Payable		Vehicles		Total

2024	$	4,802,115	$	126,440	$	819,788	$	5,748,343
Year one	$	4,802,115	$	126,440	$	819,788	$	5,748,343
2025		-		-		282,212		282,212
Year two		-		-		282,212		282,212
2026		-		-		55,827		55,827
Year three		-		-		55,827		55,827
2027		-		-		15,451		15,451
Year four		-		-		15,451		15,451
Total	$	4,802,115	$	126,440	$	1,173,278	$	6,101,833

Line of Credit

On December 10, 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.

Pursuant to the revolving Line of Credit, the Company may borrow up to the Credit Limit, determined from time to time in the sole discretion of the Bank. The Credit Limit was $0 and $3,000,000 at December 31, 2023 and 2022, respectively.

Outstanding borrowings under the line of credit were $0 and $3,000,000 at December 31, 2023 and 2022, respectively.

The line of credit was repaid in September 2023 for $1,008,813 (principal of $1,000,000 plus accrued interest of $8,813).

The amount outstanding under the Line of Credit bore interest equal to the Reference Rate plus the Spread (as defined in the Line of Credit) in effect each day. Interest was due and payable monthly in arrears.

The interest rate on the Line of Credit was 5.75% at December 31, 2022.

The Bank could, at any time, without notice, and at its sole discretion, demand the repayment of the outstanding line of credit.

In connection with the repayment of the line of credit, no further advances had been made and the bank closed the line of credit.

EZFILL HOLDING, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

Next NRG Holding Corp [Member]

Restructuring Cost and Reserve [Line Items]

Debt

Note 7 – Debt

The following represents a summary of the Company’s debt (notes payable – related party and notes payable), key terms and outstanding balances at September 30, 2024 and December 31, 2023, respectively:

	Notes Payable
	Related Party			Notes Payable			Total
Balance - December 31, 2022	$	34,650		$	-		$	34,650
Proceeds		3,835,000			-			3,835,000
Balance - December 31, 2023		3,869,650			-			3,869,650
Proceeds		6,928,000			11,076,250			18,004,250
Repayments		(149,650	)		(4,444,219	)		(4,593,869	)
Debt discount		-			(2,113,215	)		(2,113,215	)
Amortization of debt discount		-			1,210,625			1,210,625
Balance - September 30, 2024	$	10,648,000		$	5,729,442		$	16,377,442

NEXTNRG HOLDING CORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(UNAUDITED)

Notes Payable – Related Party

The following is a detail of the Company’s notes payable – related party at September 30, 2024 and December 31, 2023, respectively:

Notes Payable - Related Party
Note Holder	Issue Date	Maturity Date	Interest Rate			Default Interest Rate			Marketable Securities Received			Fair Value of Securities Received		Collateral	September 30, 2024		December 31, 2023
Note #1	January 1, 2020	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-	$	8,600
Note #2	January 3, 2020	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		30
Note #3	March 4, 2020	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		20
Note #4	May 18, 2020	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		25
Note #5	June 24, 2020	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		25
Note #6	August 31, 2020	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		100
Note #7	March 1, 2021	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		100
Note #8	April 19, 2021	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		250
Note #9	September 3, 2021	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		500
Note #10	September 9, 2021	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		25,000
Note #11	May 4, 2023	August 31, 2024		10.00	%		0.00	%		None	A		-	Unsecured		-		15,000
Note #12	May 30, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		-		100,000
Note #13	June 7, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		100,000		100,000
Note #14	June 29, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		10,000		10,000
Note #15	July 3, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		250,000		250,000
Note #16	July 5, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		200,000		200,000
Note #17	July 27, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		100,000		100,000
Note #18	August 2, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		100,000		100,000
Note #19	August 8, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		80,000		80,000
Note #20	August 15, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		200,000		200,000
Note #21	August 23, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		150,000		150,000
Note #22	August 30, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		170,000		170,000
Note #23	September 6, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		250,000		250,000
Note #24	September 8, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		1,000,000		1,000,000
Note #25	September 13, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		100,000		100,000
Note #26	September 22, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		75,000		75,000
Note #27	October 30, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		10,000		10,000
Note #28	November 2, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		50,000		50,000
Note #29	November 3, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		150,000		150,000
Note #30	November 8, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		250,000		250,000
Note #31	November 15, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		75,000		75,000
Note #32	November 21, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		200,000		200,000
Note #33	December 5, 2023	August 31, 2024		18.00	%		0.00	%		None	B		-	Unsecured		200,000		200,000
Note #34	February 21, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		45,000		-
Note #35	February 28, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		100,360	Unsecured		300,000		-
Note #36	March 4, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		50,000		-
Note #37	March 7, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		100,000		-
Note #38	March 8, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		95,680	Unsecured		185,000		-
Note #39	March 14, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		150,000		-
Note #40	March 15, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		91,520	Unsecured		150,000		-
Note #41	March 25, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		150,000		-
Note #42	March 26, 2024	August 31, 2024		18.00	%		0.00	%		13,889	C		58,333	Unsecured		100,000		-
Note #43	March 27, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		135,000		-
Note #45	April 2, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		108,680	Unsecured		150,000		-
Note #46	April 4, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		135,000		-
Note #47	April 8, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		132,080	Unsecured		150,000		-
Note #48	April 11, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		145,000		-
Note #49	April 18, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		150,000		-
Note #50	April 22, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		120,640	Unsecured		175,000		-
Note #51	April 25, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		115,000		-
Note #52	May 2, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		200,000		-
Note #53	May 8, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		147,680	Unsecured		300,000		-
Note #54	May 15, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		130,520	Unsecured		300,000		-
Note #55	May 20, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		130,000	Unsecured		175,000		-
Note #56	May 23, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		175,000		-
Note #57	May 28, 2024	August 31, 2024		18.00	%		0.00	%		13,889	C		84,374	Unsecured		300,000		-
Note #58	June 5, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		180,000		-
Note #59	June 10, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		104,520	Unsecured		280,000		-
Note #60	June 13, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		50,000		-
Note #61	June 20, 2024	August 31, 2024		18.00	%		0.00	%		None			-	Unsecured		283,000		-
Note #62	June 27, 2024	August 31, 2024		18.00	%		0.00	%		20,800	C		99,839	Unsecured		150,000		-
Note #63	July 5, 2024	July 5, 2025		18.00	%		0.00	%		20,800	C		122,200	Unsecured		300,000
Note #64	July 10, 2024	July 10, 2025		18.00	%		0.00	%		20,800	C		96,200	Unsecured		150,000
Note #65	July 11, 2024	July 11, 2025		18.00	%		0.00	%		None				Unsecured		175,000
Note #66	July 18, 2024	July 18, 2025		18.00	%		0.00	%		20,800	C		97,760	Unsecured		440,000
Note #67	July 25, 2024	July 25, 2025		18.00	%		0.00	%		None				Unsecured		185,000
Note #68	August 1, 2024	August 1, 2025		18.00	%		0.00	%		53,500	C		150,068	Unsecured		300,000
Note #69	August 19, 2024	August 19, 2025		18.00	%		0.00	%		53,500	C		155,150	Unsecured		265,000
Note #70	August 26, 2024	August 26, 2025		18.00	%		0.00	%		None				Unsecured		35,000
Note #71	September 23, 2024	September 23, 2025		18.00	%		0.00	%		None				Unsecured		150,000
Note #72	September 26, 2024	September 26, 2025		18.00	%		0.00	%		None				Unsecured		150,000

										425,978		$	2,025,604		$	10,648,000	$	3,869,650

– These notes have a stated interest rate of 4-5%. The Company has recorded an additional 5-6% of imputed interest (10% in total) to reflect the market rate for this type of debt.

– Prior to January 1, 2024, these notes had a stated interest rate of 4%-5%. The Company had recorded an additional 5%-6% of imputed interest (10% total) to reflect the market rate for this type of debt. Effective January 1, 2024, these notes were amended to reflect an interest rate of 18%, as a result, the Company no longer imputes interest on these notes. There were no other changes to the terms of these notes.

- These shares have been recorded at fair value on the consolidated balance sheets. These represent shares held in EZFL (marketable securities – related party – see note 3) in connection with advances made to EZFL.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company received advances of $6,928,000 and $2,150,000, respectively.

During the nine months ended September 30, 2024 and 2023, the Company recorded imputed interest expense of $742 and $0, respectively. See Note 8.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company promissory notes totaling $149,650 and $0, respectively.

NEXTNRG HOLDING CORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(UNAUDITED)

Notes Payable

The following is a detail of the Company’s notes payable at September 30, 2024 and December 31, 2023, respectively:

Schedule of Company’s Notes Payable

Notes Payable
Note Holder	Issue Date	Maturity Date	Interest Rate	Default Interest Rate			Collateral		September 30, 2024		December 31, 2023
Note #1	January 19, 2024	May 24, 2024			0.00	%	Unsecured	A	$	3,700,000	$	-
Note #2	January 19, 2024	August 19, 2024	Included in repayments		0.00	%	All assets	B		-		-
Note #3	January 19, 2024	August 19, 2024	Included in repayments		0.00	%	All assets	C		-		-
Note #4	August 16, 2024	February 28, 2025	Included in repayments		0.00	%	All assets	D		1,433,438
Note #5	August 16, 2024	February 28, 2025	Included in repayments		0.00	%	All assets	D		1,498,594
										6,632,031		-
					Less: unamortized debt discount					902,590		-
									$	5,729,442	$	-

- Represents amount of consideration owed in connection with the purchase of STAT. See Notes 1 and 6.

– The Company executed a note payable (merchant cash advance) with a face amount of $1,491,000 and received net proceeds of $1,000,000. The $491,000 is considered a debt issuance cost and is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. Under the terms of the agreement, the lender will be repaid all principal and accrued interest of $53,250 per week over a term of 28 weeks. This merchant cash advances were fully paid as of September 30, 2024.

– The Company executed a note payable (merchant cash advance) with a face amount of $2,236,500 and received net proceeds of $1,500,000. The $736,500 is considered a debt issuance cost and is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. Under the terms of the agreement, the lender will be repaid all principal and accrued interest of $79,875 per week over a term of 28 weeks. This merchant cash advances were fully paid as of September 30, 2024.

– The Company executed two (2) note payable (merchant cash advance) each with a face amount of $1,824,375 and received net proceeds of $1,250,000. The $491,000 is considered a debt issuance cost and is being amortized over the life of the note to interest expense in the accompanying consolidated statements of operations. Under the terms of the agreement, the lender will be repaid all principal and accrued interest of $62,500 per week over a term of 28 weeks.

NEXTNRG HOLDING CORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(UNAUDITED)

Note 5 – Notes Payable – Related Party

Debt

During the year ended December 31, 2023 and 2022, our Chief Executive Officer advanced $3,835,000 and $34,650, respectively for working capital. These notes are unsecured and due on demand.

The notes bear interest ranging from 4-5%, with an additional 5-6% of imputed interest (9%-11% in total).

At December 31, 2023 and 2022, the balance due was $3,869,650 and $34,650, respectively.

Imputed interest expense for the years ended December 31, 2023 and 2022 was $74,559 and $1,732, respectively.

Total interest expense for the years ended December 31, 2023 and 2022 was $123,855 and $3,463, respectively.

NextNRG Holding Corp. and Subsidiary

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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