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 June 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 June 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 2,805,000 Debt discount/issue costs - original issue discount (255,000 ) Debt discount/issue costs - stock issuances (1,404,227 ) Amortization of debt discount/issue costs 1,567,825 Balance - June 30, 2024 $ 7,515,713 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 The following is a detail of the Company’s notes payable – related parties at June 30, 2024 and December 31, 2023: Schedule of Detailed Company’s Notes Payable Notes Payable - Related Parties Note Holder Issue Date Maturity Date Shares Issued with Debt Interest Rate Default Interest Rate Collateral June 30, 2024 December 31, 2023 Note #1 April 19, 2023 July 17, 2024 100,000 A, B 10.00 % 18.00 % All assets $ 1,500,000 $ 1,500,000 Note #2 September 22, 2023 July 17, 2024 60,000 A, B 10.00 % 18.00 % All assets 600,000 600,000 Note #3 October 13, 2023 July 17, 2024 176,000 A, B 0.00 % 18.00 % All assets 320,000 320,000 Note #4 July 5, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 440,000 440,000 Note #5 August 2, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 440,000 440,000 Note #6 August 23, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #7 August 30, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #8 September 6, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #9 September 13, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #10 November 3, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #11 November 21, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #12 December 4, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 220,000 220,000 Note #13 December 13, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #14 December 18, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 110,000 110,000 Note #15 December 20, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 55,000 55,000 Note #16 December 27, 2023 August 31, 2024 - 8.00 % 18.00 % All assets 165,000 165,000 Note #17 January 5, 2024 August 31, 2024 - 8.00 % 18.00 % All assets 110,000 - Note #18 January 16, 2024 August 31, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #19 January 25, 2024 August 31, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #20 February 7, 2024 August 31, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #21 February 20, 2024 August 31, 2024 - 8.00 % 18.00 % All assets 165,000 - Note #22 February 28, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #23 March 8, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #24 March 15, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #25 March 26, 2024 August 31, 2024 13,889 C 8.00 % 18.00 % All assets 110,000 - Note #26 April 2, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #27 April 8, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #28 April 22, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #29 May 8, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #30 May 15, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #31 May 20, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #32 May 28, 2024 August 31, 2024 13,889 C 8.00 % 18.00 % All assets 110,000 - Note #33 June 10, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - Note #34 June 28, 2024 August 31, 2024 20,800 C 8.00 % 18.00 % All assets 165,000 - 7,810,000 5,005,000 Less: unamortized debt discount 294,287 202,885 $ 7,515,713 $ 4,802,115 A See discussion below regarding global amendment for Notes #1, #2 and #3. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 B See discussion below regarding the limitation on the issuance of this lender due to a 9.99 C These shares of common stock ( 256,578 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 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. At June 30, 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 % controlling interest in the Company’s outstanding common stock. 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 HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 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. 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. At June 30, 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 % controlling interest in the Company’s outstanding common stock. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 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 . 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. At June 30, 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 % controlling interest in the Company’s outstanding common stock. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 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 six months ended June 30, 2024. At June 30, 2024 and December 31, 2023, the Company reflected 330,000 and 104,000 shares, respectively as common stock issuable. 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 six months ended June 30, 2024. Notes #4 - #34 - Notes Payable – Related Party - Material Stockholder greater than 20% Notes Payable – Related Party Six Months Ended June 30, 2024 The Company executed several two-month (2) notes payable with an aggregate face amount of $ 2,805,000 , less original issue discounts of $ 255,000 , resulting in net proceeds of $ 2,550,000 . In connection with obtaining these notes, the Company was required to issue 256,578 shares of common stock to the lender having a fair value of $ 1,404,227 , based upon the quoted closing trading price ($ 3.75 - $ 7.10 /share). In total, the Company recorded debt discounts/issuance costs totaling $ 1,659,227 , which is being amortized over the life of these notes to interest expense. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 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 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. At June 30, 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 27 % stockholder in the Company. 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 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 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. EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 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. 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 % 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) 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 June 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 4,524 20,045 Repayments (141,961 ) (46,164 ) (188,125 ) Balance - June 30, 2024 $ - $ 208,360 $ 208,360 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 . EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 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. 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 June 30, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Note Payable Issue Date Maturity Date Date Repaid Collateral June 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 231,336 - Less: unamortized debt discount 22,976 15,521 $ 208,360 $ 126,440 Notes Payable - Vehicles The following is a summary of the Company’s notes payable for its vehicles at June 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 (407,762 ) Balance - June 30, 2024 $ 765,516 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 The following is a detail of the Company’s notes payable for its vehicles at June 30, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Vehicles Issue Date Maturity Date Interest Rate Default Interest Rate Collateral June 30, 2024 December 31, 2023 January 15, 2021 November 15, 2025 11.00 % N/A This vehicle $ 21,527 $ 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 19,072 37,823 December 16, 2021 December 18, 2024 3.50 % N/A This vehicle 18,669 37,023 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 22,214 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 22,214 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 22,214 40,911 January 11, 2022 January 25, 2025 3.50 % N/A This vehicle 22,214 40,911 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 24,806 43,046 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 24,807 43,046 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 25,324 43,944 February 8, 2022 February 10, 2025 3.50 % N/A This vehicle 24,806 43,045 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 31,623 50,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 31,623 50,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 32,623 51,157 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 32,067 50,862 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 32,107 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 32,107 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 32,107 50,925 April 5, 2022 April 20, 2025 3.50 % N/A This vehicle 32,106 50,925 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 14,766 20,837 August 4, 2022 August 18, 2025 4.99 % N/A This vehicle 14,766 20,838 November 1, 2021 November 11, 2025 4.84 % N/A This vehicle 13,396 17,913 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 13,678 18,572 November 1, 2021 November 11, 2025 0.00 % N/A This vehicle 13,728 18,572 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 19,097 24,035 June 1, 2022 May 23, 2026 0.90 % N/A This vehicle 19,110 24,032 April 27, 2022 May 10, 2027 9.05 % N/A This vehicle 93,364 107,047 April 27, 2022 May 1, 2026 8.50 % N/A This vehicle 59,381 73,585 765,516 1,173,278 Less: current portion 629,721 811,516 Long term portion $ 135,795 $ 361,762 EZFILL HOLDING, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 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: Schedule of Maturities of Long Term Debt For the Year Ended December 31, Notes Payable - Related Parties Notes Payable Vehicles Total 2024 (6 Months) $ 7,810,000 $ - $ 412,232 $ 8,222,232 2025 - 231,336 282,561 513,897 2026 - - 55,837 55,837 2027 - - 14,886 14,886 Total $ 7,810,000 $ 231,336 $ 765,516 $ 8,806,852 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 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 December 31, 2023 and 2022, respectively. Notes Payable – Related Parties The following is a summary of the Company’s notes payable – related parties at December 31, 2023 and 2022: Schedule of Notes Payable Related Parties 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: Schedule of Company’s Notes Payable Related Parties 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 $ 1,500,000 150,000 140,000 290,000 1,210,000 290,000 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. 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. As a result, 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 60,000 291,000 4.85 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 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 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 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 60,000 28,900 88,900 511,100 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). 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. 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. 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. 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. 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 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 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 $ 320,000 320,000 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 $ 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 will 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 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 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 9.99 The Company determined the fair value of these shares to be $ 270,000 3.75 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% 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 $ 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. 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 Note Payable - Other During 2023, an entity controlled by this majority stockholder (approximately 20 12,500 250,000 262,500 13,125 275,625 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: Schedule of Notes Payable Non - Vehicles 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 8.9 275,250 25,250 10 25,250 250,000 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 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: Schedule of the Company’s Notes Payable for Vehicles 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: Schedule of Maturities of Long Term Debt 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 2025 - - 282,212 282,212 2026 - - 55,827 55,827 2027 - - 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 3,000,000 Outstanding borrowings under the line of credit were $ 0 3,000,000 The line of credit was repaid in September 2023 for $ 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 during the second quarter of 2023. 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 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 |
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 June 30, 2024 and December 31, 2023, respectively: Schedule of Notes Payable Related Parties 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 4,778,000 7,427,500 12,205,500 Repayments - (3,061,875 ) (3,061,875 ) Debt discount - (1,227,500 ) (1,227,500 ) Amortization of debt discount - 964,465 964,465 Balance - June 30, 2024 $ 8,647,650 $ 4,102,590 $ 12,750,240 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (UNAUDITED) Notes Payable – Related Party The following is a detail of the Company’s notes payable – related party at June 30, 2024 and December 31, 2023, respectively: Schedule of Detailed Company’s Notes Payable Notes Payable - Related Party Note Holder Issue Date Maturity Date Interest Rate Default Interest Rate Marketable Fair Value of Collateral June 30, 2024 December 31, 2023 Note #1 January 1, 2020 August 31, 2024 10.00 % 0.00 % None A - Unsecured $ 8,600 $ 8,600 Note #2 January 3, 2020 August 31, 2024 10.00 % 0.00 % None A - Unsecured 30 30 Note #3 March 4, 2020 August 31, 2024 10.00 % 0.00 % None A - Unsecured 20 20 Note #4 May 18, 2020 August 31, 2024 10.00 % 0.00 % None A - Unsecured 25 25 Note #5 June 24, 2020 August 31, 2024 10.00 % 0.00 % None A - Unsecured 25 25 Note #6 August 31, 2020 August 31, 2024 10.00 % 0.00 % None A - Unsecured 100 100 Note #7 March 1, 2021 August 31, 2024 10.00 % 0.00 % None A - Unsecured 100 100 Note #8 April 19, 2021 August 31, 2024 10.00 % 0.00 % None A - Unsecured 250 250 Note #9 September 3, 2021 August 31, 2024 10.00 % 0.00 % None A - Unsecured 500 500 Note #10 September 9, 2021 August 31, 2024 10.00 % 0.00 % None A - Unsecured 25,000 25,000 Note #11 May 4, 2023 August 31, 2024 10.00 % 0.00 % None A - Unsecured 15,000 15,000 Note #12 May 30, 2023 August 31, 2024 18.00 % 0.00 % None B - Unsecured 100,000 100,000 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 - 256,578 $ 1,404,226 $ 8,647,650 $ 3,869,650 A – 4 5 5 6 10 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (UNAUDITED) B – 4 5 5 6 10 18 C - During the six months ended June 30, 2024 and the year ended December 31, 2023, the Company received advances of $ 4,778,000 and $ 3,835,000 , respectively. During the six months ended June 30, 2024 and 2023, the Company recorded imputed interest expense of $ 742 and $ 0 , respectively. See Note 8. Notes Payable The following is a detail of the Company’s notes payable at June 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 March 31, 2024 December 31, 2023 Note #1 January 19, 2024 May 24, 2024 7.00 % 0.00 % Unsecured A $ 3,700,000 $ - Note #2 January 19, 2024 August 19, 2024 Included in repayments 0.00 % All assets B 266,250 - Note #3 January 19, 2024 August 19, 2024 Included in repayments 0.00 % All assets C 399,376 - 4,365,626 - Less: unamortized debt discount 263,036 - $ 4,102,590 $ - A - Represents amount of consideration owed in connection with the purchase of STAT. See Notes 1 and 6. B – 1,491,000 1,000,000 491,000 53,250 C – 2,236,500 1,500,000 736,500 79,875 NEXTNRG HOLDING CORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 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 34,650 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 34,650 Imputed interest expense for the years ended December 31, 2023 and 2022 was $ 74,559 1,732 Total interest expense for the years ended December 31, 2023 and 2022 was $ 123,855 3,463 NextNRG Holding Corp. and Subsidiary Notes to Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 |