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 May 18, 2017, Ecoark Holdings, Inc. (the Company) entered into
an exchange agreement (the Exchange Agreement) with Zest Labs,
Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of the Company (Zest), 440labs, Inc., a Massachusetts
corporation (440labs), SphereIt, LLC, a Massachusetts limited
liability company (SphereIt) and three of 440labs executive
employees. to the Exchange Agreement, the Company will acquire
all of the shares of 440labs in exchange for 300,000 shares of
the Companys common stock (the Transaction) issued to SphereIt.
440labs is a cloud and mobile software developer which, after the
Transaction, will become a subsidiary of Zest. 440labs three
executive employees signed employment agreements to which each of
the three executive employees received 100,000 shares of the
Companys common stock, will be employed by Zest and provide Zest
with development and runtime operations expertise to help expand
the depth and breadth of Zest Fresh deployments. 440labs has been
a development partner of Zest for more than four years,
contributing to the development of Zests scalable enterprise
cloud solutions and mobile applications.
The Exchange Agreement contains customary representations and
warranties, closing conditions and indemnification provisions.In
connection with the issuance of the shares of common stock to the
Exchange Agreement, the Company relied on Section 4(a)(2) of the
Securities Act of 1933, as amended, for transactions not
involving a public offering.
The foregoing description of the Exchange Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Exchange 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 May 23, 2017, the Company completed the Transaction whereby it
acquired 440labs. The information included in Item 1.01 is
incorporated herein by reference.
| Item3.02. | Unregistered Sales of Equity Securities. |
The information included in Item 1.01 is incorporated herein by
reference.
| Item8.01. | Other Events. |
On May 24, 2017, the Company issued a press release regarding the
Transaction described above under Item 1.01 of this Current
Report on Form 8-K. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01 of this Current Report on Form
8-K, including Exhibit 99.1 attached hereto, shall not be deemed
filed for purposes of Section 18 of the United States Securities
Exchange Act of 1934 (the Exchange Act) or
otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
United States Securities Act of 1933 or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) |
Exhibit No. |
Description. |
||
| 10.1 | Exchange Agreement, dated May 18, 2017 | |||
| 10.2 | Form of Employment Agreement | |||
| 99.1 | Press Release, dated May 24, 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 up +0.21 at 4.81 with 91,067 shares trading hands.