ZEOX 8-K
Zeo ScientifiX, Inc. (ZEOX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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. ☐
As used in this Current Report on Form 8-K (this “Report”), and unless otherwise indicated, the terms “the Company,” “ZEO,” “we,” “us” and “our” refer to Zeo ScientifiX, Inc.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 17, 2024, we filed an Amendment (the “Amendment”) to the Certificate of Designation (the “Certificate of Designation”) of our Series C Non-Convertible Preferred Stock (the “Series C Preferred Shares”) with the Secretary of State of Nevada. The Series C Preferred Shares were acquired by Skycrest Holdings, Inc. (“Skycrest”) and Greyt Ventures LLC (“Greyt”) in a “change in control” transaction” consummated in August 2022. The Series C Preferred Shares vote together with shares of our common stock as a single class on all matters presented to a vote of stockholders, except as required by law and entitle Skycrest and Greyt to each exercise 25.5% of the total voting power of the Company.
The Amendment amends the redemption provision of the Certificate of Designation to (i) provide that the Series C Preferred Shares may be assigned with the prior consent of our board of directors without triggering the redemption provision; and (ii) change the threshold of ownership of the common stock acquired by Skycrest or Greyt contemporaneously with the acquisition by them of the Series C Preferred Shares below which the redemption provision would be triggered.
Reference is made to the copy of the Amendment filed as Exhibit 3.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Amendment to Certificate of Designation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Dated: December 19, 2024 | ZEO SCIENTIFIX, INC. | |
| By: | /s/ Ian T. Bothwell | |
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Ian T. Bothwell Interim Chief Executive Officer and Chief Financial Officer | ||
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Exhibit 3.1
2024-12-1721:15:41 GMT Page:3of4 FRANCISCO V. AGUILAR secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (ns) 684-5708 Website: www.nvsos.gov Filed in the Office of Secretary of State State Of Nevada Business Number E0448942011-9 Filing Number 20244538678 Filed On 12/17/2024 1:14:00 PM Number of Pages 2 3 1888611ssn LLC Amendment or Withdrawal of NRS 78.1955, 78.1955(6) Certificate of Designation Certificate of Amendment to Designation • Before Issuance of Class or Series !X Certificate of Amendment to Designation - After Issuance of Class or Series Certificate of Withdrawal of Certificate of Designation TYPE OR PRINT- USE DARK INK ONLY- DO NOT HIGHLIGHT 1. Entity information: of entity: --····--·---------------------�----··-------- ----------------- Scientifix, Inc. IMAGE OMITTEDIMAGE OMITTEDEntity or Nevada Business Identification Number (NVID): -- ------·--·----··· ... .. . -····· -···-------- ........ -------·-···- -E---0--44---8-9-�42-�0-·---11----9---·······"-···---------�---·-· ···..-··· 2. Effective date and time: For Certificate of Designation or Amendment to Designation Only Date: Time: ·····---· ·· .. 3. Class or series of stock: (Certificate of Designation only) 4. Information for amendment of class or series of stock: 5. Amendment of class or series of stock: 6. Resolution: Certificate of Designation and Amendment to Designation only) (Optional): (must not be later than 90 days after the certificate is filed) The class or series of stock being designated with in this filing: The original class or series of stock being amended within this filing: Series C Non-Convertible Preferred Stock :� Certificate of Amendment to Designation- Before Issuance of Class or Series As of the date of this certificate no shares of the class or series of stock have been issued. Certificate of Amendment to Designation- After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of Incorporation or the certificate of designation. By resolution of the board of directors pursuant to a provision In the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. • Parag ap - f e Certificate Designation Series C Non-Convertible ······ r h 7 of h of of Preferred Sto ck is amended in its entirety to read as set forth on Exhibit A. IMAGE OMITTEDIMAGE OMITTEDIMAGE OMITTED7. Withdrawal: Withdrawn: -···--�-""""-·---·�---··--------�----- · ··-··- ------------------ ·----------·---·--·---·· Designation: ·····---·----·----·· ····-···· ---- No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock:* 8. Signature: (Required) X lan T. Bothwell Signature of Officer -----�-------------�--� Date: 12/11/2024 * Attach additional page(s) if necessary Page 1 of 1 IMAGE OMITTED o1:14:39 p.m. 12-n-2024 To:NevadaSOS Docusign Envelope ID: 1DCCDCC4-0B7A-4B91-903B-3D8B3CD2CB2F This form must be accompanied by appropriate fees. ReviSed: 811/2023 18886118813 4 2024-12-1721:15:41 GMT Page:4of4 18886118813 From: Vcorp Ser vices, LL( IMAGE OMITTED o1:14: 39p.m.12-17-2024 To: NevadaSOS Oocusign Envelope 10: 1DCCDCC4-087A-4891-9038-30883C02CB2F
EXHIBIT A TO CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF SERIES C CONVERTffiLE PREJ!"'ERRED STOCK "7. Reference is made to that Securities Purchase Agreement dated August 19, 2022 (the "Purchase Agreement"), by and among the Company, Skycrest Holdings, LLC ("Skycrest") and Greyt Ventures LLC ("Greyt"). The Series C Preferred Stock held by Skycrest or Greyt or any permitted assignee of Skycrest or Greyt (a "Permitted Assignee") shall be automatically redeemed by the Company and cease to be outstanding at a redemption price of $1.00 per share, at such time as (a) with respect to Skycrest or a Permitted Assignee of Skycrest, Skycrest no longer beneficially owns more than fifty percent (50%) of the shares (of Common Stock of the Company purchased by the Skycrest pursuant to the Purchase Agreement; (b) with respect to Greyt or a Permitted Assignee of Greyt, Greyt no longer beneficially owns more than fi.fty percent (50%) of·the shares (of Common Stock ofthe Company purchased by Greyt pursuant to the Purchase Agreement; or (b) ifSkycrest, Greyt or an Permitted Assignee of Skycrest or Greyt, transfers or attempts to transfer ownership of the shares of Series C Preferred Stock held by it to any third party, other than with the affirmative vote or the unanimous written consent of the Company's board of directors". 1