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EX-10.2 - EXHIBIT 10.2 - Zero Gravity Solutions, Inc.ex_99432.htm
EX-10.1 - EXHIBIT 10.1 - Zero Gravity Solutions, Inc.ex_99431.htm

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

 

November 8, 2017 (October 30, 2017)

Date of Report (Date of earliest event reported)

 

ZERO GRAVITY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 NEVADA

 

000-55345

 

46-1779352

 

(State or other jurisdiction of incorporation)

 

 

(Commission File Number)

 

 

(IRS Employer Identification No.)

    

 

190 NW Spanish River Boulevard  

Boca Raton, Florida

 

33431

(Address of principal

executive offices)  

 

(Zip Code)

 

(561) 416-0400

(Registrant’s telephone number, including area code)  

 

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ☐

 

 

 

 

Unless otherwise provided in this Current Report on Form 8-K, all references to “we,” “us,” “our,” “ZGSI” or the “Company” refer to the Registrant, Zero Gravity Solutions, Inc.

 

Item 1.01 Entry into a Material Definitive Agreement

 

On October 30, 2017, the Company issued to Rio Vista Investments, LLC, a Nevada limited liability company (“Rio Vista”), (i) an unsecured promissory note in the principal face amount of $500,000 (the “Note”) and (ii) a warrant to purchase up to 50,000 shares of the Company’s common stock (the “Warrant”). The Note issued to Rio Vista bears interest at the rate of ten percent (10%) per annum, such interest being payable by the Company to Rio Vista quarterly in cash. The Note shall be repaid in full by the Company, plus all unpaid interest, by October 26, 2019 (“Maturity Date”). Prepayment of all unpaid principal and interest may be made by the Company prior to the Maturity Date, without penalty or premium.

 

Additionally, the Company issued to Rio Vista a five-year Warrant to purchase up to 50,000 shares of the Company’s common stock at an exercise price of $3.00 per share.

 

Mr. Alexander Boies, a member of the Company’s board of directors, is a beneficiary of certain trusts that own Rio Vista.

 

The foregoing description of the Note and Warrant is not complete and is qualified in its entirety by reference to the full text of the Promissory Note and Warrant which is filed herewith as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.

 

The Company intends to use the proceeds from the Note to fund working capital requirements and for general corporate purposes.  

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by this item is incorporated by reference from Item 1.01(a) above.

 

 

Item 9.01 

Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

10.1

Promissory Note between the Company and Rio Vista Investments, LLC

  10.2

Warrant issued to Rio Vista Investments, LLC

 

 

 

 

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.

 

  Zero Gravity Solutions, Inc.  
       

Date: November 8, 2017   

By: /s/Timothy A. Peach  
   
Timothy A. Peach
Chief Executive Officer