ECOSCIENCES, INC. (OTCMKTS:ECEZ) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
On December 14, 2017, Ecosciences, Inc., a Nevada corporation (the “Company”), issued to Joel Falitz, the Chief Executive Officer, President and Chairman of the Board of the Company, an aggregate of 8,133,050 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), of the Company to that certain Debt Conversion Agreement, dated December 13, 2017 (the “Debt Conversion Agreement”), between Mr. Falitz and the Company, in exchange for Mr. Falitz’s forgiveness of $8,133.05 of indebtedness owed him by the Company. The securities were issued to the registration exemption under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
On December 15, 2017, the Company issued to Mr. Falitz an aggregate of 97,596,600 shares of Common Stock to Mr. Falitz’s Notice of Conversion, dated December 14, 2017, under which Mr. Falitz converted an aggregate of 8,133,050 shares of Series C Preferred Stock into an aggregate of 97,596,600 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. According to the Certificate of Designation, as amended, for the Company’s Series C Preferred Stock each share of Series C Preferred Stock is convertible upon the election the holder thereof, into 12 shares of Common Stock of the Company; provided, however, in connection with any conversion hereunder, each holder of Series C Preferred Stock may not convert any part of the Series C Preferred Stock if such conversion would cause such holder or any of its assignees to beneficially own more than 4.99% of the Common Stock of the Company. The 4.99% conversion limitation was waived by the Company and Mr. Falitz. The securities were issued to the registration exemption under Section 3(a)(9) of the Securities Act.
A copy of the Debt Conversion Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series C Preferred Stock Amendment
On December 13, 2017, the Company filed a Certificate of Amendment (the “Series C Amendment”) to its Series C Preferred Stock Certificate of Designation with the Secretary of State of Nevada originally filed with the Nevada Secretary of State on April 20, 2015 and amended on June 4, 2015. to the Series C Amendment, the Company increased amount of designated Series C Preferred Stock from 10,000,000 to 15,000,000 shares and also removed the restriction that the holder is required to hold the shares for at least one year prior converting such shares into Common Stock. The Series C Amendment also permits the Company to reissue shares of Series C Preferred Stock upon the redemption or conversion of such shares. The Series C Amendment was duly adopted by the Board of Directors and the holders of a majority of the outstanding Series C Preferred Stock.
A copy of the Series C Amendment is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference herein.
Series D Preferred Stock Amendment
On December 13, 2017, the Company filed a Certificate of Amendment (the “Series D Amendment”) to its Certificate of Designation for the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), with the Secretary of State of Nevada originally filed with the Nevada Secretary of State on June 4, 2015. to the Series D Amendment, the Company increased amount of designated Series D Preferred Stock from 10,000,000 to 20,000,000 and also removed the restriction that the holder is required to hold the shares for at least one year prior converting such shares into Common Stock. The Series D Amendment also permits the Company to reissue shares of Series D Preferred Stock upon the redemption or conversion of such shares.
The Series D Amendment was duly adopted by the Board of Directors and the holders of a majority of the outstanding Series D Preferred Stock.
A copy of the Series D Amendment is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
ECOSCIENCES, INC. ExhibitEX-3.1 2 ex3-1.htm Exhibit A AMENDMENT TO CERTIFICATE OF THE DESIGNATIONS,…To view the full exhibit click here
About ECOSCIENCES, INC. (OTCMKTS:ECEZ)
Ecosciences, Inc. is focused on the development, production and sale of environmentally focused wastewater products. The Company produces organic tablets and powders to be used regularly and in lieu of harmful chemical cleaning products in grease trap and septic tank systems. The Company, through its subsidiary Eco-Logical Concepts Inc., provides bio-remediation services for sewers, sludge ponds, septic tanks, lagoons, farms, car washes, portable sanitation facilities, grease tanks, lakes and ponds. The Company also provides a suite of tablet-based products that can be added to waste systems. The active ingredients in its tablets oxygenate wastewater, remove hydrogen sulfide odors, prevent corrosion in wastewater systems and initiate aerobic biological breakdown of organic sludge, including fats, oils and grease. The Company’s products, which serve various market segments, include Tank-Eze Wastewater Tablets, Trap-Eze Grease Trap Tablets and Wash-Eze Car Wash Tablets.
