UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment #4)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2016
Ecoark Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | | 000-53361 | | 39-2075693 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| Rogers, AR | | 72758 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (479) 259-2977
| Magnolia Solar Corporation, 54 Cummings Park, Suite 316, Woburn, MA 01801 |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
As previously reported in a Current Report on Form 8-K filed on February 4, 2016 (“Original Form 8-K”), on January 29, 2016 Magnolia Solar Corporation, a Nevada corporation (the “ Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ecoark, Inc., a Delaware corporation (“Ecoark”), and Magnolia Solar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”), providing for the merger of Merger Sub with and into Ecoark (the “Merger”), with Ecoark surviving the Merger as a wholly-owned subsidiary of the Company. The Original Form 8-K was amended by a Current Report on Form 8-K, filed on May 10, 2016 (“Amendment #2”) which filed the required financial statements and pro forma financial information.
Prior to the completion of the Merger on March 24, 2016, in a special shareholder meeting on March 18, 2016, the following actions to amend the Articles of Incorporation were undertaken by Ecoark Holdings to:
1. effect a change in the name of our company from Magnolia Solar Corporation to Ecoark Holdings Inc.;
2. effect a reverse stock split of our common stock by a ratio of one-for-two hundred fifty shares (1 for 250);
3. effect an increase in the number of our authorized shares of common stock, par value $0.001 per share, to 100,000,000; and
4. effect the creation of 5,000,000 shares of “blank check” preferred stock.
With this Current Report on Form 8-K (“Amendment #4”), we are filing an amended Consent of Independent Registered Public Accounting Firm, with respect to the consolidated balance sheets of EcoArk, Inc. and Subsidiaries (the “Company”) as of December 31, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, which were filed with the Securities and Exchange Commission on May 10, 2016 with Amendment No. 2.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | | Description |
| 23.1 | | Consent of KBL LLP. * |
| 99.1 | | Audited consolidated financial statements of Ecoark, Inc. as of and for the years ended December 31, 2015 and 2014. (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 10, 2016) |
| 99.2 | | Unaudited pro forma condensed combined consolidated financial statements of Ecoark Holdings, Inc. as of and for the years ended December 31, 2015 and 2014. (Incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 10, 2016) |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | ECOARK HOLDINGS, INC. |
| | | |
| Date: July 27, 2016 | By: | /s/ Randy May |
| | | Name: Randy May |
| | | Title: Chief Executive Officer |
