Ecoark Holdings, Inc. (OTCMKTS:EARK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
From March 6, 2017 to March 10, 2017, Ecoark Holdings, Inc. (the
Company) issued $3,100,000 of 10% Secured Convertible Promissory
Note (the Notes) to twenty accredited investors (the Investors)
for an aggregate original issue price of $3,100,000.
The Notes, which have a maturity date of 18 months from issuance,
bear quarterly interest at the rate of 10% per annum. The Notes
are secured by the Companys ownership interest in Sable Polymer
Solutions, LLC. For every $100,000 of principal amount, the
Investor shall receive a warrant to purchase 10,000 shares of
Common Stock (the Warrants) if the Investor converts this Note to
the Companys common stock on or before March 31, 2017. Such
Warrants shall have an exercise price of $7.50 and shall be
exercisable for cash until December 31, 2018.
The principal and accrued interest under the Notes may be
converted at any time, at the election of the Investors into
shares of the Companys common stock at a per share prices equal
to $4.25 or $5.10, varying with the price on the date of the
Notes issuance. The Company may require an Investor to convert
all, but not less than all of the unconverted portion of the
Notes, upon written notice that (i) the last reported sale price
of the Companys common stock on each of 30 prior consecutive
trading days exceeded $9.00 and (ii) the average daily trading
volume of the Companys common stock over the 30 prior consecutive
trading period was not less than 90,000 shares on the trading
market on which the common stock is listed or designated for
quotation. In the event that the Notes are not converted, the
Investor shall be repaid in cash.
The Notes were issued and sold to certain accredited investors
(as defined in Rule 501 of Regulation D) in reliance upon the
exemption from registration provided under Section 4(a)(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D
promulgated thereunder. The Company did not pay any placement
agent for the sale of the Note.
The foregoing description of the Notes does not purport to be a
complete description of the rights and obligations of the parties
thereunder and are qualified in their entirety by reference to
the full text of such documents. The forms of Notes are attached
hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. |
The disclosures set forth in Item1.01 of this Current Report on
Form 8-K are hereby incorporated by reference into this Item2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNo. |
Description |
|
| 10.1 |
Form of 10% Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K filed on March 6, 2017.) |
About Ecoark Holdings, Inc. (OTCMKTS:EARK)
Ecoark Holdings, Inc. is a technology solutions company. The Company offers technologies to fight waste in operations, logistics, and supply chains worldwide. It provides pallet-level time and temperature tracking, pre-cool prioritization and monitoring, pallet routing, real-time in-transit monitoring, remote visibility, and quality management solutions. The Company also offers Point Clouds, which creates two dimensional (2d) and three dimensional (3d) digital replications; High definition (HD) photos, a 360 degree rotational bubble image from various project perspectives; 2d Plans that plan and elevates views in CAD/PDF; and 3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as provides training and consultation services on laser scan and/or creates 2d as-builts or 3d models. In addition, it provides tech driven consumer products. Ecoark Holdings, Inc. (OTCMKTS:EARK) Recent Trading Information
Ecoark Holdings, Inc. (OTCMKTS:EARK) closed its last trading session 00.00 at 7.10 with 267,975 shares trading hands.