Ecoark Stockholders of Record as of the Close of Business on Friday, September 30, 2022, eligible for spin-off of shares of Fortium Holdings Corp and Enviro Technologies US Inc. Common Stock
SAN ANTONIO, September 12, 2022 (GLOBE NEWSWIRE) — Ecoark Holdings, Inc. (“Ecoark” or the “Company”) (NASDAQ: ZEST) today announced that all common and preferred stockholders of record as of the of the close of business on Friday September 30, 2022, will receive on a pro rata basis, 1 share (plus a fractional share to be determined based on the total shares outstanding on the record date) for every share of Ecoark they own (or on a converted basis for our preferred stockholder) through future distributions via spin-offs of Ecoark’s ownership of capital stock of two public companies it recently acquired.
On July 25, 2022, Ecoark exchanged its common stock of White River Holdings Corp (“White River”) for $30,000,000 of convertible preferred stock of Fortium Holdings Corp (OTC: FRTM) (“Fortium”). Upon conversion, which is subject to an effective Registration Statement with the Securities and Exchange Commission (the “SEC”), Ecoark’s convertible preferred stock converts into 42,253,521 shares of Fortium common stock.
Only September 6, 2022, Ecoark exchanged its common stock of Banner Midstream Corp (“Banner”) for 12,996,958 shares of Enviro Technologies US, Inc. (OTC: EVTN) (“Enviro”) common stock. Ecoark plans to effect a 4:1 forward stock split of Enviro’s common stock, subject to Financial Industry Regulatory Approval (“FINRA”) approval, which would increase Ecoark’s current stock position in Enviro to 51,987,832 shares.
Ecoark plans to move forward with Fortium and Enviro filing Registration Statements to register the underlying shares of common stock so that, upon effectiveness of the respective Registration Statements, the shares will be free trading.
Ecoark also plans to spin off its wholly-owned subsidiary, Zest Labs, Inc. (“Zest”). Ecoark plans to file a Form 10 with the SEC later this month or in early October which is the first step in Zest become a separate publicly traded company. Assuming this timeline is met, Ecoark plans that the record date for the Zest stock dividend will be November 15, 2022, close of business.
About Ecoark Holdings, Inc.
Founded in 2011, Ecoark is a diversified holding company. Ecoark owns four principal subsidiaries either directly or indirectly: approximately 70% of Enviro Technologies US, Inc. (OTC: EVTN) (“Enviro”) indirectly, approximately 70% of Fortium Holdings Corp (OTC: FRTM) (“Fortium”) indirectly, 100% of Zest Labs, Inc. (“Zest Labs”) directly, and approximately 89% of Agora Digital Holdings Inc. (“Agora”) directly. Enviro provides trucking and other services for oil and gas services companies through its Banner Midstream business. Fortium owns White River Holdings Corp., an oil and gas drilling, exploration, and production company. Zest Labs, offers the Zest Fresh™ solution, a breakthrough approach to quality management of fresh food, is specifically designed to help substantially reduce the $161 billion amount of food loss the U.S. experiences each year. Agora engaged in the mining of Bitcoin prior to the industry sell-off through its subsidiary, Bitstream Mining LLC.
ZEST FRESH™ and Zest Labs™ are trademarks of Zest Labs, Inc.
Cautionary Note on Forward-looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the timing of the planned spin-offs and the Zest record date. 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, such as market and other conditions, many of which are outside management’s control. 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. Among the risks that may affect these forward-looking statements are delays in filing the Form 10 and other Registration Statements, SEC review of the Registration Statements for the planned stock dividends, unforeseen regulatory issues including FINRA delays, and economic conditions including a recession which may affect the stock market and make proceeding with the spin-offs premature. 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, 2022. 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.
Marc Silverberg, ICR