SAN ANTONIO, Texas – December 17, 2020 – Ecoark Holdings, Inc. (“Ecoark” or the “Company”) (OTC: ZEST) announced today the effectiveness of the previously announced 1-for-5 reverse stock split of its issued and outstanding common stock and the simultaneous proportionate reduction of its authorized common stock (the “Reverse Split”). The Company’s common stock closed at $1.80 per share on December 16, 2020, or $9.00 on a split-adjusted basis. The Company’s common stock begins trading on a reverse split-adjusted basis on December 17, 2020. The Reverse Split was completed, in part, to meet the initial listing requirements of a leading national securities exchange.
Following the Reverse Split, subject to a potential uplist event, Ecoark’s common stock will continue to trade on the OTC Markets under a new and temporary ticker symbol “ZESTD” for a period of 20 business days including the effective date per FINRA requirements. After the conclusion of the 20-business day period, Ecoark will resume trading under its previous ticker symbol “ZEST”. Ecoark has been assigned a new CUSIP, 27888N307.
Other Reverse Split Details
On December 10, 2020, the Company filed with the Nevada Secretary of State a Certificate of Change to implement the Reverse Split. The Certificate of Change had the effect of amending Ecoark’s Certificate of Incorporation. The Company’s Board of Directors had previously approved the Certificate of Change and the Reverse Split, and the Certificate of Change was effective upon filing. The Reverse Split was effected without obtaining stockholder approval, as permitted by Section NRS 78.207 of the Nevada Revised Statutes. The Reverse Split is applicable to the Company’s authorized, issued, and outstanding shares on a pro rata basis at the 1-for-5 ratio, and will proportionally impact any outstanding warrants, options, or restricted stock units at that ratio.
Each stockholder’s percentage ownership in the Company and proportional voting power remain virtually unchanged following the Reverse Split, except for minor changes and adjustments resulting from the rounding of fractional shares. The rights and privileges of the holders of shares of common stock are not materially affected by the Reverse Split.
As a result of the Reverse Split, every 5 shares of Ecoark’s issued and outstanding common stock have been automatically converted into one issued and outstanding share of common stock, par value $0.001 per share. Fractional shares resulting from the Reverse Split have been rounded up to the nearest whole share. For example, a stockholder with 501 shares pre-split would have a calculated 1-for-5 ratio to 100.2 post-split shares and then be rounded up to 101 post-split shares.
Additional Information
Stockholders holding paper certificates may, but are not required to, exchange their stock certificates for new certificates giving effect to the Reverse Split. No new certificates will be issued to a stockholder until that stockholder has surrendered the stockholder’s outstanding certificate(s). For instructions on how a stockholder should surrender his, her or its certificates representing pre-split shares of common stock to the Transfer Agent, Philadelphia Stock Transfer, in exchange for certificates representing post-split shares, please contact the Transfer Agent at (484) 416-3124.
About Ecoark Holdings, Inc.
Founded in 2011, Ecoark is a diversified holding company. The company has three wholly- owned subsidiaries: Zest Labs, Inc. (“Zest Labs”), Banner Midstream Corp (“Banner Midstream”) and Trend Discovery Holdings (“Trend Discovery”). Zest Labs, offers the Zest FreshTM solution, a breakthrough approach to quality management of fresh food, is specifically designed to help substantially reduce the amount of food loss the U.S. experiences each year. Banner Midstream is engaged in oil and gas exploration, production, and drilling operations on over 20,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi. Banner Midstream also provides transportation and logistics services and procures and finances equipment to oilfield transportation services contractors. Trend Discovery invests in a select number of early stage startups each year as part of the fund’s Venture Capital strategy; we are open-minded investors with a founder-first mentality. Trend Discovery LP has an audited track record of uncorrelated outperformance of the S&P 500 since inception.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including our expectations regarding the listing of our common stock on a national securities exchange. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside management’s control. Important factors that could cause actual results to differ from those in the forward looking statements include our ability to meet all of the exchange’s initial listing requirements and the voting results at our upcoming special stockholders meeting. Additional risks and uncertainties are identified and discussed in Ecoark’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and the registration statement on Form S-3 filed on October 16, 2020. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Additional factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
ZEST FRESH™ and Zest Labs™ are trademarks of Zest Labs, Inc.
Investor Relations Contact:
John Mills
ICR
646-277-1254
John.Mills@icrinc.com