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): June 25, 2018
ENZOLYTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 333-148425 |
| 30-0808561 |
(state or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification Number) |
120 W. Pomona Avenue Monrovia, CA 91016
(address of principal executive offices) (zip code)
(626) 538-4779
(registrant’s telephone number, including area code)
Eco-Petroleum Solutions, Inc
(former name or former address, if changed since last report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2018 the Company entered into a settlement agreement and stipulation (“Settlement Agreement”) with Livingston Asset Management LLC (“Livingston”) in connection with the settlement of $563,000 of bona fide obligations the Company owed to certain of its creditors. The Settlement Agreement was subject to Federal court fairness hearing, and on August 21, 2018 a Federal court granted approval of the Settlement Agreement. If satisfied in full, pursuant to the Settlement Agreement the Company shall reduce the Company’s debt obligations in exchange for the issuance of 563,000,000 shares of Company’s common stock, in multiple tranches, pursuant to the terms of section 3(a)(10) of the Securities Act of 1933, as amended. At no time may Livingston beneficially own more than 9.99% of the Company’s outstanding common stock. In connection with the transaction, the Company issued to Livingston a convertible promissory note in the principal amount of $100,000 bearing interest of 10% per year to cover legal fees and other expenses, The Note is convertible into shares of the Company’s common stock at 50% of the lowest closing bid price for 10 trading days prior to the date of conversion. Under the terms of a separate engagement letter, in connection with the settlement agreement, the Company is to pay a registered placement agent ten percent (10%) of the dollar amount of creditor obligations extinguished pursuant to the settlement agreement
The foregoing is a summary of the terms of the Settlement Agreement and is qualified in its entirety by the Settlement Agreement attached hereto and incorporated herein as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are filed with this report:
Exhibit No. Description
| [SETTLEMENT AGREEMENT] |
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.
Date: July 22, 2019 |
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| Enzolytics, Inc |
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| By: | /s/Harry Zhabilov |
| Name: | Harry Zhabilov |
| Title: | President and CEO |
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