SEC Form 4 · accession 0001644416-16-000002
Zeo ScientifiX, Inc. · ZEOX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert Mitrani
Officer — CEO, Pres., Sec'y & Treas. · Director · 10% Owner
Period of report
Nov 1, 2016
Accepted (ET)
Nov 21, 2016 · 1:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001557376
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 1, 2016 | J | 100,000 | $0.00 | D | 74,005,190 | D | |
| Common Stock | Nov 1, 2016 | J | 20,000,000 | $0.00 | D | 54,005,190 | D | |
| Series A Non-Convertible Preferred Stock | Nov 1, 2016 | J | 100,000 | $0.00 | A | 100,000 | D | |
| Common StockF6 | holding | — | — | — | 10,000,000 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF4 | $0.00 | Nov 1, 2016 | J | 1,000,000 | A | Nov 1, 2016 | — | Common Stock | 20,000,000 | 1,000,000 | D |
Explanation of responses
- F1On November 1, 2016, the Issuer entered into a Share Exchange Agreement with Albert Mitrani pursuant to which Mr. Mitrani exchanged 100,000 shares of his Common Stock of the Company for 100 shares of Series A Non-Convertible Preferred Stock of the Company pursuant to Section 3(a)(9) of the Securities Act.
- F2On November 1, 2016, the Issuer entered into a Share Exchange Agreement with Mr. Mitrani pursuant to which Mr. Mitrani exchanged 20 million (20,000,000) shares of his Common Stock of the Company for an aggregate of 1 million (1,000,000) shares Series B Convertible Preferred Stock of the Company pursuant to Section 3(a)(9) of the Securities Act.
- F3Each share Series B Convertible Preferred Stock is convertible into Twenty (20) shares of Common Stock, at any time and from time to time upon the election of the holder thereof.
- F4No expiration date.
- F5The Series A Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Company as a single class and, regardless of the number of shares of Series A Non-Convertible Preferred Stock outstanding, and as long as at least one share of Series A Non-Convertible Preferred Stock is outstanding, such shares shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. Each outstanding share of the Series A Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Non-Convertible Preferred Stock.
- F6On November 4, 2016, the Issuer issued Dr. Maria I. Mitrani, Mr. Mitrani's wife, a warrant to purchase up to 10,000,000 shares of Common Stock of the Issuer for $0.06 per share from the date of issuance until the tenth anniversary of the date of issuance. The warrant was issued in connection with Dr. Mitrani's employment agreement with the Company, dated November 4, 2016.