ZERO GRAVITY SOLUTIONS, INC. (OTCMKTS:ZGSI) Files An 8-K Entry into a Material Definitive Agreement

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ZERO GRAVITY SOLUTIONS, INC. (OTCMKTS:ZGSI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement.

As disclosed in our Form 8-K filed with the U.S. Securities and
Exchange Commission on July 23, 2015 (the Prior Form 8-K), on
July 16, 2015, Michael T. Smith, a member of the Companys Board
of Directors, received from the Company a five-year cashless
warrant (the Prior Smith Warrant) to purchase up to 350,000
shares of the Companys common stock at an exercise price of $3.00
per share as additional consideration for a loan made to the
Company by Mr. Smith. The foregoing description of the Prior
Smith Warrant is not complete and is qualified in its entirety by
reference to the full text of the Prior Smith Warrant filed as
Exhibit 10.2 to the Prior Form 8-K and incorporated herein by
reference.

On February 19, 2016, Diamond B Capital, LLC (Diamond B) received
from the Company a five-year warrant to purchase up to 400,000
shares of the Companys common stock at an exercise price of $2.00
per share (the Prior Diamond B Warrant). Alexander M. Boies, a
member of the Companys Board of Directors, holds membership
interests representing a 12% ownership interest in Diamond B. The
foregoing description of the Prior Diamond B Warrant is not
complete and is qualified in its entirety by reference to the
full text of the Prior Diamond B Warrant filed herewith as
Exhibit 10.2 and incorporated herein by reference.

On March 1, 2017, the Company and Mr. Smith entered into an
Amendment No. 1 to the Prior Smith Warrant (the Prior Smith
Warrant Amendment), to which (a) the exercise price was decreased
to $1.50 per share for that portion of the Prior Smith Warrant to
be exercised by Mr. Smith on such date and (b) the exercise of
the Prior Smith Warrant was to be on a cash basis. The foregoing
description of the Prior Smith Warrant Amendment is not complete
and is qualified in its entirety by reference to the full text of
the Prior Smith Warrant Amendment filed herewith as Exhibit 10.3
and incorporated herein by reference.

On March 16, 2017, the Company also entered into an Amendment No.
1 to the Prior Diamond B Warrant (the Prior Diamond B Warrant
Amendment), to which the exercise price was decreased to $1.50
per share for that portion of the Prior Diamond B Warrant to be
exercised by Diamond B on such date. The foregoing description of
the Prior Diamond B Warrant Amendment is not complete and is
qualified in its entirety by reference to the full text of the
Prior Diamond B Warrant Amendment filed herewith as Exhibit 10.4
and incorporated herein by reference.

Subsequent to the execution of the Prior Smith Warrant Amendment,
on March 1, 2017, Mr. Smith fully exercised the Prior Smith
Warrant (the Prior Smith Warrant Exercise). As a result of the
Prior Smith Warrant Exercise, Mr. Smith received 350,000 shares
of the Companys common stock in exchange for a cash payment of
$525,000.

Subsequent to the execution of the Prior Diamond B Warrant
Amendment, on March 16, 2017, Diamond B fully exercised the Prior
Diamond B Warrant (the Prior Diamond B Warrant Exercise). As a
result of the Prior Diamond B Warrant Exercise, Diamond B
received 400,000 shares of the Companys common stock in exchange
for a cash payment of $600,000.

As additional consideration for Mr. Smiths entry into the Prior
Smith Warrant Amendment and exercise of the Prior Smith Warrant,
on March 1, 2017, the Company issued to Mr. Smith another warrant
(the New Smith Warrant) to purchase up to 350,000 shares of the
Companys common stock at an exercise price of $4.50 per share.
The foregoing description of the New Smith Warrant is not
complete and is qualified in its entirety by reference to the
full text of the form of warrant is filed herewith as Exhibit
10.5 and incorporated herein by reference.

As additional consideration for Diamond Bs entry into the Prior
Diamond B Warrant Amendment and exercise of the Prior Diamond B
Warrant, on March 9, 2017, the Company issued to Diamond B
another warrant (the New Diamond B Warrant) to purchase up to
400,000 shares of the Companys common stock at an exercise price
of $4.50 per share. The foregoing description of the New Diamond
B Warrant is not complete and is qualified in its entirety by
reference to the full text of the form of warrant is filed
herewith as Exhibit 10.5 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Number

Exhibit

10.1

Form of Warrant issued to Mr. Michael Smith by Zero Gravity
Solutions, Inc. on July 16, 2015 (previously filed as
Exhibit 10.2 to the Form 8-K filed by Zero Gravity
Solutions, Inc. with the SEC on July 23, 2015)

10.2

Form of Warrant issued to Diamond B Capital, LLC by Zero
Gravity Solutions, Inc. on February 19, 2016

10.3

Amendment No. 1, dated as of March 1, 2017, to Warrant
issued to Mr. Michael Smith by Zero Gravity Solutions, Inc.
on July 16, 2015

10.4

Amendment No. 1, dated as of March 9, 2017, to Warrant
issued to Diamond B Capital, LLC by Zero Gravity Solutions,
Inc. on February 19, 2016

10.5

Form of Warrant


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.

ZERO GRAVITY SOLUTIONS, INC. (OTCMKTS:ZGSI) Recent Trading Information

ZERO GRAVITY SOLUTIONS, INC. (OTCMKTS:ZGSI) closed its last trading session 00.00 at 8.00 with 200 shares trading hands.

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