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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Zeo Scientifix, Inc. (Name of Issuer) |
Shares of Common Stock $0.001 Par Value and Series C Preferred Stock $.001 Par Value (Title of Class of Securities) |
68621D206 (CUSIP Number) |
Ian T. Bothwell 3321 College Avenue, Suite 246 Davie, FL, 33314 888-963-7881 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 68621D206 |
| 1 |
Name of reporting person
IAN T BOTHWELL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,052,594.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The number of shares Beneficially Owned by the Reporting Person consists of 1,052,594 shares of common stock (including 187,500 shares issuable upon exercise of warrants and 125,000 shares issuable upon exercise of options held by the Reporting Person) representing 15.3% of the voting power based on 6,582,419 shares of common stock outstanding as of September 13, 2024, as reported by the Issuer in its July 31, 2024 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 16, 2024 and giving effect to the exercise of the warrants and options held by the Reporting Person. In addition, the Reporting Person holds 50 shares of Series C Preferred Stock which provides the Reporting Person with an additional 25.5% of the total voting power. Accordingly, the Reporting Person's aggregate voting power is equal to 40.8%.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Shares of Common Stock $0.001 Par Value and Series C Preferred Stock $.001 Par Value | |
| (b) | Name of Issuer:
Zeo Scientifix, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3321 College Avenue, Suite 246, Davie,
FLORIDA
, 33314. | |
Item 1 Comment:
This Amendment No. 2 to the Statement on Schedule 13D ("Amendment No. 2") filed with the Securities and Exchange Commission (the "SEC") on August 16, 2018 (the "Schedule 13D"), on behalf of Ian Bothwell (the "Reporting Person"), with respect to the common stock of Zeo ScientifiX, Inc. (the "Issuer"), is being filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to amend and supplement certain information set forth below in the items indicated. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D and or Amendment No. 1 filed with the SEC on August 20, 2021. Except as amended and supplemented herein, the Schedule 13D, including the definitions of capitalized terms not otherwise defined herein, remains in full force and effect. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 2 is being filed by the Reporting Person; | |
| (b) | The Reporting Person's business address is 3321 College Avenue, Suite 246, Davie, Florida 33314; | |
| (c) | The Reporting Person is employed as the Interim Chief Executive Officer and Chief Financial Officer of the Issuer and serves as a director of the Issuer; | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); | |
| (e) | The Reporting Person was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and | |
| (f) | The Reporting Person is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The additional shares of the Issuer's common stock held by the Reporting Person as reported in Item 5(c) of and elsewhere in this Amendment No. 2 represent (i) warrants to purchase 150,000 shares of common stock issued to the Reporting Person on August 19, 2022 in consideration of the Reporting Person having agreed with the Issuer to waive payment of certain accrued but unpaid compensation due him as of July 31, 2022 pursuant to his employment agreement with the Issuer; (ii) options to purchase 125,000 shares of common stock granted to the Reporting Person on July 11, 2024 under the Issuer's 2021 Equity Incentive Plan (the "Plan"); and (iii) 50 shares of Series C Preferred Stock transferred to the Reporting Person on December 30, 2024 without further consideration. | ||
| Item 4. | Purpose of Transaction | |
The additional shares of the Issuer's common stock acquired by the Reporting Person as reported in Item 5(c) of and elsewhere in this Amendment No. 2, were issued to the Reporting Person as described in Item 3, above. The Reporting Person has no definite plan to acquire or dispose of additional shares of the Issuer's common stock in open market or private transactions, but may do so in the future, subject to compliance with the Exchange Act and the rules and regulations thereunder. In addition, while there is no definite plan to issue additional shares of the Issuer's common stock to the Reporting Person under one or more of the Issuer's equity incentive plans, the board of directors or a committee thereof may determine to issue awards of shares of common stock under such plans to the Reporting Person from time to time in the future.
Except as set forth in the preceding paragraph, the Reporting Person has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b) Any additional extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the issuer;
(f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the filing date of this Amendment No. 2, the Reporting Person beneficially owns 1,052,594 shares of the common stock of the Issuer (including 187,500 shares issuable upon exercise of warrants and 125,000 shares issuable upon exercise of options held by the Reporting Person), representing 15.3% of the class after giving effect to the exercise of warrants and options held by the Reporting Person (the Reporting Person also holds 50 shares of Series C Preferred Stock which provides the Reporting Person with an additional 25.5% of the total voting power of the Issuer); | |
| (b) | The Reporting Person has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of all of the 1,052,594 shares; and | |
| (c) | The Reporting Person has effected the following transactions in the class of securities reported on (the Issuer's common stock) since the most recent filing of Schedule 13D (ss.240.13d-101):
Date Nature of the Transaction Number of Shares Price
10/29/2021 Share exchange pursuant to Exchange Agreement dated October 29, 2021 (75,000)(*) $0.00
10/29/2021 Share exchange pursuant to Exchange Agreement dated October 29, 2021 75,000(*) $0.00
08/19/2022 Warrants issued to the Reporting Person in consideration of the Reporting Person having agreed with the Issuer to waive payment of certain accrued but unpaid compensation due him as of July 31, 2022 pursuant to his employment agreement with the Issuer. 150,000(*) $0.00
07/11/2024 Grant of stock options under the Issuer's 2021 Equity Incentive Plan 125,000 $0.00
(*) Shares referenced have been adjusted to reflect a 200 for one reverse stock split implemented effective November 28, 2023. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. |