Current Report Filing (8-k)
May 24 2017 - 4:20PM
Edgar (US Regulatory)
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):
May 18, 2017
ECOSCIENCES,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-168413
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27-2692640
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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420
Jericho Turnpike, Suite 110, Jericho, NY
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11753
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(516) 465-3964
N/A
(Former
name or former address, if changed since last report)
With
a copy to
:
Philip
Magri, Esq.
Magri
Law, LLC
2642
NE 9th Avenue
Fort
Lauderdale, FL 33334
T:
(646) 502-5900
F:
(646) 826-9200
pmagri@magrilaw.com
www.magrilaw.com
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities.
On
May 18, 2017, Ecosciences, Inc., a Nevada corporation (the “
Company
”), issued Joel Falitz, the Chief Executive
Officer, President and Chairman of the Board of the Company, an aggregate of 4 million (4,000,000) shares of Series C Convertible
Preferred Stock, par value $0.0001 per share (the “
Series C Preferred Stock
”), pursuant to that certain Debt
Conversion Agreement, dated May 18, 2017 (the “
Debt Conversion Agreement
”), between Mr. Falitz and the Company,
in exchange for Mr. Falitz’s forgiveness of $4,000 of indebtedness owed him by the Company. The securities were issued pursuant
to the registration exemption under Section 3(a)(9) of the Securities Act of 1933, as amended (the “
Securities Act
”).
On
May 19, 2017, the Company issued Mr. Falitz an aggregate of 48 million (48,000,000) shares of Common Stock pursuant to Mr. Falitz’s
Notice of Conversion, dated May 19, 2017, pursuant to which Mr. Falitz converted 4 million (4,000,000) shares of Series C Preferred
Stock into 48 million (48,000,000) shares of Common Stock. According to the Certificate of Designation for the Company’s
Series C Preferred Stock, as amended, filed with the Secretary of State of Nevada on April 20, 2015, each share of Series C Preferred
Stock is convertible upon the election the holder thereof, into 12 shares of Common Stock of the Company; provided, however, in
connection with any conversion hereunder, each holder of Series C Preferred Stock may not convert any part of the Series C Preferred
Stock if such conversion would cause such holder or any of its assignees to beneficially own more than 4.99% of the Common Stock
of the Company. The 4.99% conversion limitation was waived by the Company and Mr. Falitz. The securities were issued pursuant
to the registration exemption under Section 3(a)(9) of the Securities Act.
A
copy of the Debt Conversion is attached to this Current Report as Exhibit 10.1 and is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 19, 2017 (the “
Effective Date
”), a 1-to-10,000 reverse stock split of the issued and outstanding common
stock, par value $0.0001 per share (the “
Common Stock
”), of the Company became effective in the marketplace
(the “
Reverse Stock Split
”).
On
May 4, 2017, the Company had filed a certificate of amendment (the “
Amendment
”) to its Articles of Incorporation,
as amended (the “
Articles of Incorporation
”) with the Secretary of State of the State of Nevada in order to
effectuate the Reverse Stock Split of the issued and outstanding shares of Common Stock. As a result of the Reverse Stock Split,
every ten thousand (10,000) shares of the Company’s pre-Reverse Stock Split Common Stock was combined and reclassified into
one (1) share of the Company’s Common Stock. The Amendment provided that no fractional shares of Common Stock will be issued
to the holders of record of Common Stock prior to the Reverse Split. Instead, all fractional shares will be rounded up to the
next whole number of shares.
The
Company notified Financial Regulatory Authority, Inc. (“
FINRA
”) of these Reverse Stock Split, as required by
Rule 10b-17 under the Securities Exchange Act of 1935, as amended. FINRA approved of the Reverse Stock Split on May 18, 2017.
On
the Effective Date, the Company's trading symbol was changed to “ECEZD” for a period of 20 business days, after which
the Company’s trading symbol will revert back to the original symbol of “ECEZ.” In connection with the Reverse
Stock Split, the Company's CUSIP number was changed to 279219 208. The Company’s transfer agent, VStock Transfer, LLC, is
acting as exchange agent for the Reverse Stock Split.
As
previously disclosed in the Company’s Information Statement on Schedule 14C filed with the Securities and Exchange Commission
on April 13, 2017, the Company’s Board of Directors and the holder of 200,000 outstanding shares of Series B Non-Convertible
Preferred Stock, par value $0.0001 per share, of the Company, representing approximately 80% of all votes entitled to be voted
at any annual or special meeting of stockholders of the Company or action by written consent, approved of the Reverse Stock Split
by written consent in lieu of a meeting pursuant to the Nevada Revised Statutes and the By-laws of the Company on April 13, 2017.
A
copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number:
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Description:
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3.1
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Certificate
of Amendment, dated May 4, 2017, to the Articles of Incorporation of Ecosciences, Inc.
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10.1
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Debt
Conversion Agreement, dated May 18, 2017, between Ecosciences, Inc. and Joel Falitz
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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.
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ECOSCIENCES,
INC.
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Dated:
May 24, 2017
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By:
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/s/
Joel Falitz
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Joel
Falitz
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Chief
Executive Officer, President, Secretary & Treasurer
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(Principal
Executive Officer)
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(Principal
Financial and Accounting Officer)
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Ecosciences (CE) (USOTC:ECEZ)
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