Ecoark Holdings, Inc. (OTCMKTS:EARK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On April 10, 2017, Ecoark Holdings, Inc. (the Company), entered
into an asset purchase agreement (the Purchase Agreement) with
Eco3d Acquisition LLC, a Delaware limited liability company
(Buyer), and Eco3d LLC, an Arkansas limited liability company and
an indirect wholly-owned subsidiary of the Company (Seller). to
the Purchase Agreement, subject to the terms and conditions set
forth therein, the Seller agreed to sell substantially all of
their assets, with certain specified liabilities, of the Seller
and its business, subject to the terms and conditions set forth
herein (the Transaction).
The purchase price for the Transaction, in addition to the Buyers
assumption of specified liabilities consisted of $1,900,000 to be
paid by wire transfer on the closing date and a total of 560,000
shares of the Companys common stock held by the Buyers
principals, who are currently officers of the Seller. The Buyer
will assume the Seller’s obligations under the Sellers contracts
that are open as of the date of the Purchase Agreement with the
assumed liabilities, including $200,000 an assumed liability to
be paid to the Company over four months.
The Purchase Agreement contains customary representations and
warranties, closing conditions and indemnification provisions.The
foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Purchase Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated by reference.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
On April 14, 2017, the Company consummated the Transaction with
the Buyer and the Seller. The Company intends to use the
remaining net proceeds to fund its future business activities and
for general working capital purposes. The terms of the
Transaction are included in Item 10.1 and are incorporated herein
by reference.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 10, 2017, the Company amended and restated the Companys
By-Laws (the Amended and Restated By-Laws) which became effective
immediately upon adoption. The amendment, approved by the
Companys Board of Directors, added language to expressly allow
for a virtual meeting of stockholders by means of remote
communication and made corresponding procedural updates.
The foregoing description of the amendments is qualified in its
entirety by reference to the full text of the Amended and
Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated by reference
herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) |
Exhibit No. |
Description. |
||
| 3.1 | Amended and Restated By-Laws of Ecoark Holdings, Inc. | |||
| 10.1 |
Asset Purchase Agreement, dated April 10, 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 down -0.07 at 4.74 with 39,761 shares trading hands.