Current Report Filing (8-k)
April 13 2022 - 4:07PM
Edgar (US Regulatory)
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2022-04-08
2022-04-08
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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)
April 8, 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. ☐
Securities registered pursuant
to Section 12(b) of the Act: None
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 8, 2022, William Hoagland, Chief Financial
Officer of Ecoark Holdings, Inc. (the “Company”) resigned from his position as of officer of the Company. Mr. Hoagland continues
to serve as Chief Executive Officer of Agora Digital Holdings, Inc. (“Agora”), the Company’s bitcoin mining subsidiary.
On April 12, 2022, the Board of Directors of the
Company appointed Jay Puchir, 46, as the Company’s Chief Financial Officer. Mr. Puchir has been serving as (i) the Company’s
Treasurer, (ii) Agora’s Chief Financial Officer and (iii) the Chief Executive Officer and President of Banner Midstream Corp, another
subsidiary of the Company. As a result of his appointment as the Company’s Chief Financial Officer, due to time constraints, Mr.
Puchir resigned as Agora’s Chief Financial Officer. In connection with his resignation and agreement to provide transitional services
on an as-needed basis, the Agora Board of Directors vested all of Mr. Puchir’s shares of Agora common stock. These shares previously
were to vest over a three-year period beginning in October 2022, subject to continued service and performance metrics. The Company expects
to report a non-cash compensation expense of $3,437,500 for the quarter ending June 30, 2022 relating to the accelerated vesting of these
Agora shares.
Mr. Puchir’s compensatory arrangements did
not change in connection with his appointment as the Company’s Chief Financial Officer. The biographical information as required
by Item 401(b) of Regulation S-K, and the business experience as required by Item 401(e) of Regulation S-K was previously disclosed in
the Company’s Form 10-K filed on June 30, 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
|
Exhibit |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
April 13, 2022 |
Ecoark Holdings, Inc. |
|
|
|
By: |
/s/ Randy S. May |
|
|
Randy S. May
Chief
Executive Officer |