Exhibit 3.1
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) June 23, 2022
| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 23, 2022, upon approval from the Board of Directors of Ecoark Holdings, Inc. (the “Company”), the Company filed a Certificate of Amendment to the Certificate of Designations of Rights, Preferences and Limitations of Series A Convertible Redeemable Preferred Stock (the “Certificate of Amendment”) with the Nevada Secretary of State to add a 4.99% and 9.99% beneficial ownership limitation provision in the Series A Convertible Redeemable Preferred Stock (the “Series A”), which is effective upon filing. The Certificate of Designations of Rights, Preferences and Limitations of Series A was effective upon filing with the Nevada Secretary of State on June 8, 2022, designating 1,200 shares of Series A for issuance. The terms of the Series A were previously disclosed on the Current Report on Form 8-K filed on June 9, 2022. Other than the amendment to effect the above change, the other material terms of the Series A remained unchanged.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the form thereof, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 3.1 | Certificate of Amendment to the Certificate of Designation for Series A Convertible Redeemable Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| June 27, 2022 | Ecoark Holdings, Inc. | |
| By: | /s/ Randy S. May. | |
| Randy S. May Chief Executive Officer | ||
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Exhibit 3.1