ZERO GRAVITY SOLUTIONS, INC. (OTCMKTS:ZGSI) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The Company has sold the securities in a private transaction in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder since, among other things, the above transaction did not involve a public offering. Additionally, the Company relied on similar exemptions under applicable state laws. The Holders had access to information about the Company and their investments, took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. Upon issuance, the resale of the securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About ZERO GRAVITY SOLUTIONS, INC. (OTCMKTS:ZGSI)

Zero Gravity Solutions, Inc. is a biotechnology company. The Company is focused on commercializing technology derived from, and designed for spaceflight with applications on Earth. These technologies are focused on improving world agriculture by providing solutions to challenges facing humanity, including threats to world agriculture and the ability to feed the growing population. The Company’s segments include BAM-FX and Directed Selection. BAM-FX is an ionic micro-nutrient delivery system for food crops. It is a formulation of zinc and copper in a precise ratio used to treat plant mineral deficiencies by providing a delivery system to move mineral ions to the mineral deficient areas in plants. Directed Selection relates to the production and alteration of a range of stem cells with characteristics in the prolonged zero/micro gravity environment of the International Space Station.