UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 23, 2023
| Ecoark Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 000-53361 | | 30-0680177 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 303 Pearl Parkway Suite 200, San Antonio, TX | | 78215 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 1-800-762-7293
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | ZEST | | The Nasdaq Stock Market LLC |
| | | | | (The Nasdaq Capital Market) |
Item 1.01 Entry Into a Material Definitive Agreement.
On January 23, 2023, Ecoark Holdings, Inc. (the “Company”) entered into an agreement with Ault Lending, LLC, a subsidiary of Ault Alliance, Inc. (“Ault”) f/k/a BitNile Holdings, Inc. pursuant to which Ault agreed to reduce its secondary offering of shares of our Common Stock issuable upon conversion of the Series A Convertible Redeemable Preferred Stock that Ault holds, which secondary offering is registered pursuant to a prospectus supplement filed on June 9, 2022 under the Company’s Registration Statement on Form S-3 (File No. 333-249532), by $3,500,000.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | | Exhibit Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, hereunto duly authorized.
| January 27, 2023 | Ecoark Holdings, Inc. |
| | |
| | By: | /s/ Randy S. May |
| | | Randy S. May |
| | | Chief Executive Officer |
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