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 February 28, 2017, Ecoark Holdings, Inc. (the Company) issued
$700,000 of 10% Secured Convertible Promissory Note (the Notes)
to three accredited investors (the Investors) for an aggregate
original issue price of $700,000. The three Investors are
officers or directors of the Company or entities controlled by
them: Gary Metzger ($500,000), Troy Richards ($100,000) and Jay
Puchir ($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 Investors
declined the Warrants.
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 price equal to
$4.15, 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 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. |
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 4.25 with 50,920 shares trading hands.
