UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment #1)

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 31, 2016

Ecoark Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (479) 259-2977

         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:

Item 1.01 Entry into a Material Definitive Agreement

Information required to be disclosed in this Item 1.01 relating to the warrants and the material terms thereof is incorporated by reference to Item 3.02 of this Current Report.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES. 

On April 28, 2016, Ecoark Holdings, Inc. (the “Company”) sold an aggregate of 1,947,875 units (the “Units”) at a price of $4.00 per unit. The sale was part of a private placement offering (the “Offering”) being conducted by the Company on a “best efforts” basis. In the Offering, the Company issued 4,336,625 Units to 214 accredited investors.

The Units consist of one share of the Company’s common stock and one warrant (the “Warrant”). The units are separable immediately upon issuance and are issued separately as shares of common stock and warrants. Accordingly, the Company has issued an aggregate 4,336,625 shares of its common stock and an aggregate 4,336,625 warrants in the Offering as of the date of this report.

Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $5.00 per share, commencing immediately and expiring on December 31, 2018. The Company may require a Warrant holder to exercise all, but not less than all of the unexercised portion of the Warrant, upon written notice that (i) the last reported sale price of the Company’s common stock on each of 60 consecutive trading days exceeded $7.50 and (ii) the average daily trading volume of the common stock over the 60 consecutive trading period was not less than 100,000 shares on the trading market on which the common stock is listed or designated for quotation. In the event that the holder does not exercise the Warrant, the holder shall forfeit any rights under the Warrant, including the right to exercise the Warrant to the extent not previously exercised and the Warrant shall be treated as canceled for all purposes.

The Company will file a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission to register both the common stock and shares of common stock underlying the Warrants sold in the Unit. The Registration Statement on Form S-1 will be filed within 30 days of the initial closing.

The Offering was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder. The Offering was made solely to accredited investors without the use of any general solicitation or general advertising.

The summary of the terms of the Subscription Agreement and the Warrant is qualified in its entirety by reference to the form of Subscription Agreement and Warrant, which is filed as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01   Financial Statement and Exhibits.

(d)  Exhibits

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.