Ecoark Holdings Announces Termination of Agreement With HUMBL to Sell Agora Digital Holdings, Inc. to HUMBL

Rhea-AI Summary

Ecoark Holdings has terminated its Securities Exchange Agreement with HUMBL, initially set for Agora Digital Holdings to acquire Ecoark’s 89% owned subsidiary. The agreement, valued at $60 million in preferred stock, fell apart due to failure to finalize key terms. Agora Digital will shift its strategy from Bitcoin mining to becoming a power-centric hosting company for digital asset mining. This follows its cessation of mining operations in March 2022 amidst a declining Bitcoin market.

Positive

• Agora Digital is transitioning to a power-centric hosting model, which could open new revenue streams.
• Potential to source power through innovative methods like utilizing excess oil well flare gas.

Negative

• Termination of the Securities Exchange Agreement may raise concerns about company liquidity and future strategic partnerships.
• Agora Digital's previous cessation of mining operations highlights vulnerability to market fluctuations.

SAN ANTONIO, Sept. 16, 2022 (GLOBE NEWSWIRE) -- Ecoark Holdings, Inc. (“Ecoark”) (Nasdaq: ZEST) has announced it has terminated the Securities Exchange Agreement previously announced on August 11, 2022, for HUMBL to acquire Ecoark’s approximately 89% owned subsidiary, Agora Digital Holdings, Inc. (“Agora Digital”). The original terms of the Securities Exchange Agreement provided for Ecoark and the remaining owners of Agora Digital to receive $60,000,000 in a new class of HUMBL preferred stock in consideration for selling their interests in Agora Digital to HUMBL. The transaction was subject to various closing conditions, and despite working diligently over the last month, the parties were unable to reach agreement on key terms required to close. As a result, the parties have mutually agreed to terminate the Securities Exchange Agreement.

Following this announcement, Agora Digital plans to change its strategy by exiting the Bitcoin mining industry and focusing on being a power-centric hosting company of various types of digital asset mining machines through its power contracts in the State of Texas and other potential jurisdictions. Additionally, Agora Digital will continue to work to source power through additional opportunities such as excess oil well flare gas. Agora Digital had ceased its mining operations in March of 2022 as the Bitcoin market softened and divested all Bitcoin holdings in September 2022.

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. dba Wolf Energy Services (OTC: EVTN) (“Wolf Energy Services”) 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.

Forward-looking Statements

This press release contains forward-looking statements relating to Ecoark within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the change of Agora’s business model. 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 unanticipated issues relating to power contracts, and the availability of sufficient flare gas. 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.

Ecoark Contact:

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

FAQ

What does the termination of the Securities Exchange Agreement mean for ZEST shareholders?

The termination raises concerns about liquidity and strategic partnerships for ZEST shareholders.

How is Agora Digital changing its business strategy?

Agora Digital is exiting Bitcoin mining to focus on being a power-centric hosting company for digital asset mining.

Why did Ecoark Holdings terminate the agreement with HUMBL?

The agreement was terminated due to the inability to reach consensus on key terms required for closing.

What is Agora Digital's plan after exiting Bitcoin mining?

Agora Digital plans to source power for digital asset mining through power contracts and excess flare gas.