Ecoark Holdings, Inc. (OTCMKTS:EARK) Files An 8-K Unregistered Sales of Equity Securities

Item3.02.

On March 31, 2017, Ecoark Holdings, Inc. (the Company) issued 22
holders (the Holders) of convertible notes (the Notes) 832,588
shares of the Companys common stock, par value $0.001 per share
(the Conversion Shares), in connection with conversions at the
election of the Holders to the terms of the Notes. The Holders
converted an aggregate of $3,700,000 of principal amount of Notes
and approximately $18,000 in accrued interest on the Notes at a
weighted average price of $4.47 per share. The issuance of the
Conversion Shares to the conversion of the Notes is exempt from
registration under the Securities Act of 1933, as amended, to the
provisions of Section3(a)(9) thereof as the Notes were exchanged
by the Company with the existing Holders and no commission or
other remuneration was paid or given directly or indirectly for
soliciting such exchange. $600,000 in principal amount of Notes
remains to be converted. Jay Puchir, the Companys Chief Executive
Officer, and Gary Metzger, one of the Companys directors,
converted $100,000 and $500,000 of Notes, respectively. to the
terms of the Notes, the Company issued the converting Holders,
other than Messrs. Puchir and Metzger, an aggregate of 310,000
warrants, exercisable until December 31, 2018, to purchase the
Companys common stock at $7.50 per share.

On March 28, 2017, Randy May, the Companys Chief Executive
relinquished his role as Chief Executive Officer to concentrate
on his role as Chairman of the Companys Board of Directors (the
Board). The Company then appointed Jay Puchir, 41, as the
Companys Chief Executive Officer. Prior to his appointment as the
Chief Executive Officer, Mr. Puchir, who originally joined the
Company in December 2016, was the Companys Director of Finance,
Treasurer and Secretary. As Director of Finance, Mr. Puchir led
the Companys treasury function, financial planning analysis. Mr.
Puchir started his career as an auditor at PricewaterhouseCoopers
and a consultant at Ernst Young, ultimately earning the position
of Senior Manager at Ernst Young. Immediately prior to joining
the Company, he held the role of Associate Chief Financial
Officer with HCA and from March 2010 to February 2016 he served
as both the Accounting Manager and Director of Finance /
Controller at The Citadel. Mr. Puchir is a licensed Certified
Public Accountant. Mr. Puchir has also served on a part-time
basis as the Chief Financial Officer of Trend Discovery Capital
Management from July 2014 to March 2017. He received his Bachelor
of Arts from the University of North Carolina at Chapel Hill and
his Master of Business Administration from Rutgers University.

Also, on March 28, 2017, the Company appointed Charles Rateliff,
64, as the Companys Chief Financial Officer and Treasurer. Prior
to his appointment as the Companys Chief Financial Officer and
Treasurer, Mr. Rateliff was appointed to the Companys Board in
May 2016. Mr. Rateliff served as the Treasurer and Senior Vice
President of Wal-Mart Stores, Inc. until 2005. Since then, he has
been an independent consultant for several private investment
firms. After receiving an MBA from the University of Arkansas,
Mr. Rateliff was hired as an internal auditor for Walmart and
within five years was promoted to Assistant Treasurer and then
Treasurer. Over the course of Mr. Rateliffs career at Walmart he
worked across different departments including compliance, risk
management, profit sharing and associate benefits. Charles
Rateliff is replacing Yash Puri, the Companys former Chief
Financial Officer who resigned in January 2017.

Both Mr. Puchir and Mr. Rateliff shall receive annual salaries of
$200,000 and shall receive an equity grant of 300,000 shares
which shall be either granted as restricted shares, options or
another form of grant after the Companys Board and shareholders
approve an incentive plan in 2017.

On March 28, 2017, the Companys Board increased the size of the
Board to nine members to enable the Company to reestablish a
majority of independent members on the Board. The Boards
nominating committee is conducting a search for new members.

On March 29, 2017, the Company issued a press release regarding
the matters described above under Item 5.02 and 5.03 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.

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 -0.15 at 4.30 with 182,547 shares trading hands.