ZEOX ZEO Scientifix Inc (QB)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 17, 2024

 

ZEO SCIENTIFIX, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		000-55008		47-4180540
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3321 College Avenue, Suite 246 Davie, Florida		33314
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (888) 963-7881

 

 

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

 

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)

 

 

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
		Ian T. Bothwell Interim Chief Executive Officer and Chief Financial Officer

 

 

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  

 

v3.24.4

Cover	Dec. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 17, 2024
Current Fiscal Year End Date	--10-31
Entity File Number	000-55008
Entity Registrant Name	ZEO SCIENTIFIX, INC.
Entity Central Index Key	0001557376
Entity Tax Identification Number	47-4180540
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3321 College Avenue
Entity Address, Address Line Two	Suite 246
Entity Address, City or Town	Davie
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33314
City Area Code	(888)
Local Phone Number	963-7881
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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