EzFill Holdings Announces Pricing of $15 Million Public Offering and Closing of Share Exchange with NextNRG

Rhea-AI Summary

EzFill Holdings has announced two major developments: a $15 million public offering and the completion of its share exchange with NextNRG Holding Corp. The company is offering 5,000,000 shares at $3.00 per share, with an additional 45-day option for underwriters to purchase up to 750,000 shares to cover over-allotments.

Effective February 14, 2025, the company will undergo a transformation, changing its name to NextNRG, Inc. and its trading symbol from EZFL to NXXT on the Nasdaq Capital Market. The offering is expected to close on February 18, 2025. Proceeds will be used for business expansion, debt repayment, and general corporate purposes, including working capital. ThinkEquity is serving as the sole book-runner for this offering.

Positive

• Secured $15 million in gross proceeds through public offering
• Strategic transformation through merger with NextNRG
• Maintains Nasdaq listing under new ticker NXXT
• Clear use of proceeds for expansion and debt reduction

Negative

• Potential dilution from 5,000,000 new shares
• Additional dilution risk from 750,000 over-allotment option
• Outstanding debt requiring repayment from proceeds

Insights

Financial Analyst

This dual announcement marks a pivotal transformation for EzFill, combining a substantial capital raise with a strategic corporate evolution. The $15 million public offering represents approximately 66% of the company's current market capitalization, indicating a significant expansion of the capital structure. The offering price of $3.00 per share, positioned below the current market price, suggests a notable discount that could impact existing shareholder value through dilution.

The share exchange with NextNRG and subsequent rebranding to NextNRG, Inc. (Nasdaq: NXXT) signals a strategic pivot that goes beyond mere corporate identity. This transformation, coupled with the capital raise, positions the company for a potential strategic redirection. The allocation of proceeds towards business expansion and debt reduction demonstrates a balanced approach between growth initiatives and financial health improvement.

Several key aspects warrant investor attention:

• The 45-day over-allotment option for 750,000 additional shares provides flexibility to meet excess demand while potentially supporting post-offering price stability
• The engagement of ThinkEquity as sole book-runner suggests a focused distribution strategy for the offering
• The timing of the offering, coinciding with the corporate transformation, indicates a comprehensive strategic reset
• The debt repayment component could significantly improve the company's financial profile and reduce interest burden

The successful execution of this offering and corporate transformation could mark a new chapter for the company, though investors should closely monitor the integration process and the deployment of newly raised capital. The strategic rationale behind combining the mobile fueling business with NextNRG's operations will be important for long-term value creation.

NextNRG, Inc. will Trade Under the New Ticker Nasdaq: NXXT

MIAMI, Feb. 13, 2025 (GLOBE NEWSWIRE) -- EzFill Holdings, Inc. (“EzFill” and the “Company”) (Nasdaq: EZFL), a leading mobile fueling company, today announced the pricing of a public offering of 5,000,000 shares of common stock at a price to the public of $3.00 per share, for gross proceeds of $15,000,000, before deducting underwriting discounts and offering expenses. In addition, EzFill has granted the underwriters a 45-day option to purchase up to an additional 750,000 shares of common stock to cover over-allotments, if any.

EzFill today also announced the closing of its previously announced share exchange agreement with NextNRG Holding Corp. Effective February 14, 2025, the Company will change its name from “EzFill Holdings, Inc.” to “NextNRG, Inc.” The Company’s common stock will cease trading under the ticker symbol “EZFL” and begin trading on the Nasdaq Capital Market under the ticker symbol “NXXT” and the new CUSIP number 652941105 as of the commencement of trading on February 14, 2025. The offering is expected to close on February 18, 2025, subject to satisfaction of customary closing conditions.

The Company intends to use the proceeds to expand its business, repay outstanding indebtedness, and general corporate purposes, including working capital.

ThinkEquity is acting as sole book-runner for the offering.

Anthony, Linder & Cacomanolis, PLLC is acting as legal counsel to EzFill and Loeb & Loeb LLP is acting as legal counsel to ThinkEquity in connection with the offering.

A registration statement on Form S-1 (File No. 333-275761) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and a post-effective amendment thereto became effective on February 13, 2025. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NextNRG, Inc. (f/k/a EzFill Holdings, Inc.)
NextNRG Holding Corp. (NextNRG) and EzFill have merged to form a combined entity focused on renewable energy, mobile fueling, and next-generation energy infrastructure. By leveraging artificial intelligence (AI) and machine learning (ML) technologies, NextNRG is developing an integrated ecosystem that combines solar energy generation, battery storage, wireless electric vehicle (EV) charging, and on-demand fuel delivery.

At the core of NextNRG’s strategy is the deployment of NextNRG Smart Microgrids, which utilize AI-driven energy management alongside solar power and battery storage to enhance energy efficiency, reduce costs, and improve grid resiliency. These microgrids are designed to serve commercial properties, schools, hospitals, nursing homes, parking garages, rural and tribal lands, recreational facilities, and government properties, expanding energy accessibility while supporting decarbonization initiatives.

Following the merger with EzFill, NextNRG is integrating sustainable energy solutions into mobile fueling operations. The company will provide renewable energy to its fueling partners, supporting more efficient fuel delivery while advancing clean energy adoption. It continues to expand its growing fleet of fuel delivery trucks and national footprint, including the acquisition of Yoshi Mobility’s fuel division, further solidifying its position as a leader in the on-demand fueling industry.

By combining renewable energy innovation with mobile fueling expertise, NextNRG is building a sustainable energy ecosystem that bridges traditional fuel needs with AI-powered clean energy solutions.

The combined entity, NextNRG, will trade under the symbol NXXT on the Nasdaq Capital Market. To find out more visit NextNRG.com.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements include statements regarding, among other things, EzFill’s expectations regarding the completion, timing and size of the proposed offering, EzFill’s expectations with respect to granting the underwriters a 45-day option to purchase additional shares and EzFill’s anticipated use of the net proceeds from the proposed offering. Any statement describing EzFill’s goals, expectations, financial or other projections, intentions, or beliefs is a forward-looking statement and should be considered an at-risk statement. Words such as "expect," "intends," "will," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including, but not limited to, those related to EzFill’s business and macroeconomic and geopolitical events. These and other risks are described in the prospectus related to the proposed offering to be filed with the SEC. EzFill’s forward-looking statements involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although EzFill’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by EzFill. Except as required by law, EzFill undertakes no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on these forward-looking statements.

Investor Relations Contact:

Jeff Ramson, CEO
PCG Advisory, Inc. 
jramson@pcgadvisory.com

FAQ

What is the price per share for EzFill's (EZFL) public offering?

EzFill's public offering is priced at $3.00 per share.

When will EzFill change its ticker symbol to NXXT?

EzFill will begin trading under the new ticker symbol NXXT on February 14, 2025.

How many shares are being offered in EzFill's public offering?

EzFill is offering 5,000,000 shares, with an additional 45-day option for underwriters to purchase up to 750,000 shares.

What will EzFill use the $15 million offering proceeds for?

The proceeds will be used for business expansion, repayment of outstanding debt, and general corporate purposes, including working capital.

When is EzFill's public offering expected to close?

The offering is expected to close on February 18, 2025, subject to customary closing conditions.