ECOSCIENCES, INC. (OTCMKTS:ECEZ) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
On May 18, 2017, Ecosciences, Inc., a Nevada corporation (the
Company), issued Joel Falitz, the Chief
Executive Officer, President and Chairman of the Board of the
Company, an aggregate of 4 million (4,000,000) shares of Series C
Convertible Preferred Stock, par value $0.0001 per share (the
Series C Preferred Stock), to that certain Debt
Conversion Agreement, dated May 18, 2017 (the Debt
Conversion Agreement), between Mr. Falitz and the
Company, in exchange for Mr. Falitzs forgiveness of $4,000 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 May 19, 2017, the Company issued Mr. Falitz an aggregate of 48
million (48,000,000) shares of Common Stock to Mr. Falitzs Notice
of Conversion, dated May 19, 2017, to which Mr. Falitz converted
4 million (4,000,000) shares of Series C Preferred Stock into 48
million (48,000,000) shares of Common Stock. According to the
Certificate of Designation for the Companys Series C Preferred
Stock, as amended, filed with the Secretary of State of Nevada on
April 20, 2015, 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 is attached to this Current Report
as Exhibit 10.1 and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On May 19, 2017 (the Effective Date), a
1-to-10,000 reverse stock split of the issued and outstanding
common stock, par value $0.0001 per share (the Common
Stock), of the Company became effective in the
marketplace (the Reverse Stock Split).
On May 4, 2017, the Company had filed a certificate of amendment
(the Amendment) to its Articles of
Incorporation, as amended (the Articles of
Incorporation) with the Secretary of State of the State
of Nevada in order to effectuate the Reverse Stock Split of the
issued and outstanding shares of Common Stock. As a result of the
Reverse Stock Split, every ten thousand (10,000) shares of the
Companys pre-Reverse Stock Split Common Stock was combined and
reclassified into one (1) share of the Companys Common Stock. The
Amendment provided that no fractional shares of Common Stock will
be issued to the holders of record of Common Stock prior to the
Reverse Split. Instead, all fractional shares will be rounded up
to the next whole number of shares.
The Company notified Financial Regulatory Authority, Inc.
(FINRA) of these Reverse Stock Split, as
required by Rule 10b-17 under the Securities Exchange Act of
1935, as amended. FINRA approved of the Reverse Stock Split on
May 18, 2017.
On the Effective Date, the Company’s trading symbol was changed
to ECEZD for a period of 20 business days, after which the
Companys trading symbol will revert back to the original symbol
of ECEZ. In connection with the Reverse Stock Split, the
Company’s CUSIP number was changed to 279219 208. The Companys
transfer agent, VStock Transfer, LLC, is acting as exchange agent
for the Reverse Stock Split.
As previously disclosed in the Companys Information Statement on
Schedule 14C filed with the Securities and Exchange Commission on
April 13, 2017, the Companys Board of Directors and the holder of
200,000 outstanding shares of Series B Non-Convertible Preferred
Stock, par value $0.0001 per share, of the Company, representing
approximately 80% of all votes entitled to be voted at any annual
or special meeting of stockholders of the Company or action by
written consent, approved of the Reverse Stock Split by written
consent in lieu of a meeting to the Nevada Revised Statutes and
the By-laws of the Company on April 13, 2017.
A copy of the Amendment is attached to this Current Report as
Exhibit 3.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number: | Description: | |
3.1 |
Certificate of Amendment, dated May 4, 2017, to the Articles of Incorporation of Ecosciences, Inc. |
|
10.1 |
Debt Conversion Agreement, dated May 18, 2017, between Ecosciences, Inc. and Joel Falitz |
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. ECOSCIENCES, INC. (OTCMKTS:ECEZ) Recent Trading Information
ECOSCIENCES, INC. (OTCMKTS:ECEZ) closed its last trading session up +0.05 at 1.00 with 3,442 shares trading hands.