Current Report Filing (8-k)
April 13 2017 - 4:47PM
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):
April 13, 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
5.01 Changes in Control of Registrant.
On
April 13, 2017, Joel Falitz (“
Falitz
”), the President and CEO of Ecosciences, Inc., a Nevada corporation (the
“
Company
”), and Maverick, LLC, a Nevis limited liability company (“
Maverick
”), entered into
a stock purchase agreement (the “
Stock Purchase Agreement
”), pursuant to which Falitz purchased an aggregate
of 200,000 shares (the “
Shares
”) of Series B Non-Convertible Preferred Stock, par value $0.0001 per share (the
“
Series B Preferred Stock
”), of the Company held by Maverick in consideration for 2,000,000 shares of Series
C Convertible Preferred Stock, par value $0.0001 per share (the “
Series C Preferred Stock
”), of the Company
held by Falitz (the “
Transaction
”). The Shares represent approximately 100% of the outstanding shares of Series
B Preferred Stock of the Company. Ester Barrios is the Managing Member of Maverick, LLC and has voting and dispositive control
over these securities.
Pursuant
to the Certificate of Designation for the Series B Preferred Stock filed with the Secretary of State of the State of Nevada on
May 8, 2014, the outstanding shares of Series B Preferred Stock are entitled to vote together with the shares of Common Stock
and other voting securities of the Company as a single class and, regardless of the number of shares of Series B Preferred Stock
outstanding and as long as at least one of such shares of Series B Preferred Stock is outstanding, shall represent eighty percent
(80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent
of stockholders. Each outstanding share of the Series B Preferred Stock shall represent its proportionate share of the 80% which
is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock. The Series B Preferred Stock have no redemption
or dividend rights.
Due
to the 80% voting rights of the Series B Preferred Stock (as summarized under Item 1.01 of this Form 8-K), upon the consummation
of the Transaction on April 13, 2017, there was a change in control of the Company.
The
Stock Purchase Agreement contained customary representations, warranties and covenants made by Falitz and Maverick. The Stock
Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K and are incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number:
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Description:
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10.1
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Stock
Purchase Agreement, dated as of April 13, 2017, between Joel Falitz and Maverick LLC
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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:
April 13, 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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