Ecoark Holdings Announces Record Date for Stock Dividend for Upcoming Zest Labs Spin-off Transaction

Rhea-AI Summary

Ecoark Holdings, Inc. (NASDAQ: ZEST) announced that stockholders of record as of November 15, 2022, will receive shares of Zest Labs Inc. on a pro rata basis through a spin-off. Each shareholder will receive one share of Zest for every share of Ecoark owned. The company plans to file a Form 10 with the SEC in October 2022, with Zest expected to go public in December 2022. Notably, Zest will distribute at least 95% of net proceeds from intellectual property litigation to record shareholders. This strategic move aims to enhance value for investors.

Positive

• Spin-off of Zest Labs provides Ecoark shareholders with additional equity opportunities.
• Zest's commitment to distribute at least 95% of net proceeds from litigation enhances shareholder value.

Negative

• Potential delays in filing Form 10 may affect Zest's public offering timeline.
• Risks associated with regulatory clearances and market conditions could jeopardize the spin-off.

Ecoark Stockholders of Record as of the Close of Business on Tuesday, November 15, 2022, eligible for spin-off of shares of Zest Labs Inc. Common Stock

SAN ANTONIO, Oct. 13, 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 close of business on Tuesday November 15, 2022, will receive on a pro rata basis, one share of Zest Labs Inc. (“Zest”) common stock for every one share of Ecoark share they own (or on a converted basis for our preferred stockholder) through a future distribution via spin-off of Ecoark’s ownership of capital stock in Zest Labs Inc.

Ecoark plans to file a Form 10 with the Securities and Exchange Commission (“SEC”) in October 2022 which, based upon regulatory requirements, is expected to receive approval in approximately 60 calendar days. Upon effectiveness of the SEC Form 10, Zest is expected to go public as a separately traded public company in December 2022, and free trading shares will be distributed to shareholders of record on November 15, 2022 before the calendar year-end 2022.

Furthermore, on October 13, 2022, Zest formally amended its charter to require it to distribute no less than 95% of any net proceeds received from any current intellectual property litigation to the Zest shareholders of record on November 15, 2022 who received the planned stock dividend in December 2022. Zest also filed with the State of Nevada to issue a new series of super-majority voting preferred stock which could be used by the Zest Board of Directors while it is a stand-alone public company to successfully ward off any hostile takeover attempts, whether by adversaries in litigation or otherwise, at a valuation deemed sub-optimal for shareholders by the Zest Board of Directors.

About Ecoark Holdings, Inc.

Founded in 2011, Ecoark is a diversified holding company. Ecoark owns three principal subsidiaries either directly or indirectly: approximately 70% of Enviro Technologies US, Inc. (OTC: EVTN) (“Enviro”) indirectly, 100% of Zest Labs, Inc. (“Zest Labs”) directly, and approximately 89% of Agora Digital Holdings Inc. (“Agora”) directly. Ecoark also owns approximately 70% of White River Energy Corp (OTC: FRTM) (“White River ”). Enviro provides trucking and other services for oil and gas services companies through its Banner Midstream business. White River 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 Zest record date, regulatory clearance and the distribution 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, SEC review of the Form 10, 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.

Contact:

Investor Relations:
Marc Silverberg, ICR
Brian McBride, Ecoark
1-800-762-7293
investorrelations@ecoarkusa.com

FAQ

What is the record date for Zest Labs shares spin-off?

The record date for Zest Labs shares spin-off is November 15, 2022.

When will Zest Labs go public?

Zest Labs is expected to go public in December 2022.

What will shareholders receive from the spin-off?

Shareholders will receive one share of Zest Labs for every share of Ecoark they own.

How much will Zest Labs distribute from intellectual property litigation?

Zest Labs plans to distribute at least 95% of net proceeds from intellectual property litigation to shareholders.

What are the risks associated with the Zest spin-off?

Risks include potential delays in the Form 10 filing and regulatory issues that may affect the spin-off timeline.