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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): October 26, 2026
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 “Current Report”), and unless otherwise indicated, the terms “the
Company,” “ZEO,” “we,” “us” and “our” refer to
Zeo ScientifiX, Inc.
Item
1.01 Entry into a Material Definitive Agreement.
Overview
On
October 26, 2026, ZEO and Pluri Inc. (Nasdaq and TASE: PLUR) (“Pluri”), a Haifa, Israel-based biotechnology company
that is engaged in leveraging its proprietary 3D cell expansion platform (the “Platform”), entered into a definitive
strategic agreement (the “Partnership Agreement”) to expand the parties’ U.S. manufacturing and commercialization
platform serving the regenerative medicine, aesthetics, wellness, and longevity markets through a license-for-equity transaction.
ZEO
brings an established U.S. biologics business combining scientific and manufacturing capabilities with the infrastructure needed to reach
and support physicians. Its existing biologics portfolio, substantial physician network, established sales channel, dedicated marketing
department, and educational programming provide a foundation for introducing additional products and expanding commercial operations.
Pluri
contributes more than two decades of experience in cell-based research, product development, clinical trials, process scale-up, quality
systems, and manufacturing. Its proprietary three-dimensional cell-expansion technology and intellectual property support the development
and manufacture of cell-based products.
The
following is a summary of the key provisions of the Partnership Agreement.
License
At
closing of the transactions contemplated by the Partnership Agreement (“Closing”), Pluri will grant ZEO an exclusive
license to use Pluri’s proprietary manufacturing technology to manufacture and commercialize Pluri’s present and future regenerative
medicine product portfolio (the “Licensed Products”), in the regenerative medicine field in the United States. The
license rights are exclusive (subject to certain exceptions set forth in the Partnership Agreement) and ongoing (unless terminated by
Pluri by reason of ZEO’s default). The Partnership Agreement provides for payment of royalties based on Net Sales (as defined in
the Partnership Agreement), increasing in stages as Pluri’s percentage of equity ownership in ZEO decreases. The license rights
may not be sublicensed or transferred by ZEO without Pluri’s prior written consent.
The
Partnership Agreement also provides for covenants with respect to (i) technology transfers and assistance; (ii) non-competition between
the parties; (iii) obtaining regulatory approvals; and (iv) intellectual property.
Initial
Equity Consideration
At
Closing, ZEO will issue to Pluri (i) such number of shares of its common stock (“Shares”) as will result in Pluri
holding forty-one percent (41%) of ZEO’s issued and outstanding common stock immediately following such issuance; and (ii) 50 shares
of a newly designated Series D Non-Convertible Preferred Stock, having the voting powers, designations, preferences, limitations, restrictions
and relative rights set forth below (the “Series D Preferred Shares”).
At
Closing, Ian Bothwell and Greyt Ventures LLC (“Greyt”), the controlling stockholders of the Company, will surrender
their shares of Series C Non-Convertible Preferred Stock to ZEO for cancellation in exchange for the issuance of 25 Series D Preferred
Shares to each of them.
Following
the above issuances, (i) Mr. Bothwell, Greyt and Dr. George Shapiro, ZEO’s Chief Medical Officer, will exchange with Pluri such
number of Shares held by them as equals, in the aggregate, four percent (4%) of ZEO’s issued and outstanding Shares after giving
effect to the forty-one percent (41%) issuance described above, in exchange for four percent (4%) of Pluri’s issued and outstanding
common stock as of the Closing Date, after giving effect to any issuance of shares of common stock by Pluri contemplated in the Partnership
Agreement; and (ii) ZEO shall issue to Pluri an additional number of Shares as shall equal five percent (5%) of ZEO’s issued and
outstanding Shares after giving effect to the forty-one percent (41%) issuance described above, in exchange for five percent (5%) of
Pluri’s issued and outstanding common stock as of the Closing Date, after giving effect to any issuance of shares of common stock
by Pluri contemplated in the Partnership Agreement, but in any event no less than the market price of the ZEO Shares at the time of issuance.
Following
Closing, Pluri will own fifty percent (50%) of ZEO’s outstanding Shares.
Additional
Equity Consideration
At
Closing, ZEO shall issue to Pluri two separate warrants (each, a “Warrant”), each exercisable for a period of five
(5) years from the Closing Date (as defined in the Partnership Agreement), having the following terms and conditions:
(i)
a Warrant to purchase up to an additional number of ZEO’s Shares equal to five percent (5%) of ZEO’s outstanding Shares as
of the Closing Date, plus any Shares issued upon the exercise or conversion of Adjustment Convertibles (as defined in “Anti-Dilution
Protection” below) between the Closing Date and the date the Warrant is exercised by Pluri, at an exercise price of four
dollars ($4.00) per Share (adjusted for stock splits, stock dividends and similar recapitalization events); and
(ii)
a Warrant to purchase up to an additional number of ZEO’s Shares equal to two and one-half percent (2.5%) of ZEO’s outstanding
Shares as of the Closing Date, plus any Shares issued upon the exercise or conversion of Adjustment Convertibles between the Closing
Date and the date the Warrant is exercised by Pluri, at an exercise price of five dollars and fifty cents ($5.50) per Share (adjusted
for stock splits, stock dividends and similar recapitalization events).
In
addition to the foregoing, upon the volume weighted average closing price of ZEO’s Shares (“VWAP”) for a period
of ten (10) consecutive trading days (as reported by the principal trading market for ZEO’s Shares) reaching $5.50 per Share (adjusted
for stock splits, stock dividends and similar recapitalization events), ZEO shall issue to Pluri a number of additional Shares equal
to five percent (5%) of ZEO’s outstanding Shares as of the Closing Date, plus any Shares issued upon the exercise or conversion
of Adjustment Convertibles between the Closing Date and the date the VWAP target is met (the “Tranche B Shares”).
Upon
the first occurrence of ZEO’s Shares achieving a thirty (30) trading day VWAP of five dollars and fifty cents (US$5.50) per Share
(subject to customary adjustments for stock splits, stock dividends, recapitalizations, and similar events), Pluri shall issue to Mr.
Bothwell, Greyt and Dr. Shapiro such number of additional shares of Pluri common stock representing, in the aggregate, five percent (5%)
of Pluri’s issued and outstanding common stock, as of the Closing Date and after giving effect to any issuance of shares of common
stock by Pluri contemplated in the Partnership Agreement.
Anti-Dilution
Protection
At
any time after Closing, if any ZEO securities outstanding as of the Closing Date that are convertible into or exercisable for Shares
at a conversion or exercise price of $4.00 or less per Share, plus any Shares issuable under anti-dilution protection (or similar mechanisms)
under such ZEO securities (“Adjustment Convertibles”), are converted or exercised into Shares, then ZEO shall, on
a quarterly basis, issue to Pluri such number of Shares as is equal to the number of Shares which Pluri would have been issued at the
Closing Date had such Adjustment Convertibles been issued and outstanding as Shares as of the Closing Date.
Description
of Series D Non-Convertible Preferred Stock
General.
Prior to Closing, ZEO will file a Certificate of Designation with the Nevada Secretary of State to designate the newly created Series
D Preferred Shares to be issued to Pluri, Mr. Bothwell and Greyt at Closing as described above.
Voting.
The Series D Preferred Shares vote together with ZEO’s Shares (and any other class or series of capital stock entitled to vote
with the common stock) as a single class on all matters presented to a vote of stockholders, except as required by law, provided,
however, that the Series D Preferred Shares have the additional protective voting rights described below. The Series D Preferred
Shares collectively represent fifty-one percent (51%) of all votes entitled to be voted on at any annual or special meeting of stockholders
or action by written consent of stockholders.
Protective
Rights. In addition to the voting rights described above,
| (a) | approval
of all nominees to stand for election as directors of ZEO will require the unanimous affirmative
vote or written consent of holders of all the issued and outstanding Series D Preferred Shares;
and |
| (b) | the
following actions will require affirmative vote or written consent of the holders of a majority
of the issued and outstanding Series D Preferred Shares: |
| ● | Removal
of any member of ZEO’s board of directors; |
| ● | amendments
to ZEO’s Articles of Incorporation; |
| ● | ZEO’s
annual Approved Plan (as defined in the Partnership Agreement) or any material amendments
thereto; |
| ● | private
or public offerings of ZEO’s equity or debt securities, other than transactions set
forth in the Approved Plan; |
| ● | the
acquisition of any entity or business (whether by equity purchase, asset purchase, merger
or otherwise), other than transactions set forth in the Approved Plan; |
| ● | the
sale, transfer or pledge of ZEO securities issued or issuable pursuant to the Partnership
Agreement and/or the Warrants; |
| ● | related
party transactions other than pursuant to agreements existing as of Closing; |
| ● | any
alteration or change in the rights, preferences or privileges of the Series D Preferred Shares; |
| ● | any
alteration or change to the rights, preferences or privileges of any capital stock of the
Company so as to affect adversely the Series D Preferred Shares; |
| ● | creation
of any new class or series of capital stock having a preference over the Series D Preferred
Shares as to distribution of assets upon liquidation, dissolution or winding up of the Company
or issuance of any such authorized shares; |
| ● | creation
of any new class or series of capital stock ranking pari passu with the
Series D Preferred Shares as to distribution of assets upon liquidation, dissolution or winding
up of the Company or issuance of any such authorized shares; |
| ● | an
increase in the authorized number of Series D Preferred Shares or issuance of any such authorized
shares; |
| ● | the
redemption, declaration or payment of any cash dividend or distribution on, any shares junior
to the Series D Preferred Shares; and |
| ● | any
transaction requiring stockholder approval under Nevada law or the rules of the principal
trading market for ZEO’s Shares. |
Transferability.
Unless approved by the unanimous affirmative vote or written consent of the holders of Series D Preferred Shares, the Series D Preferred
Shares may not be transferred or pledged, except pursuant to the laws of descent and distribution. Any transfer or attempted transfer
of the Series D Preferred Shares in violation of this provision will be void ab initio.
Redemption.
The Series D Preferred Shares are not redeemable.
Dividends.
The Series D Preferred Shares do not have any dividend rights.
Liquidation
Preference. The Series D Preferred Shares have a nominal liquidation preference of $0.001 per share.
Conversion.
The Series D Preferred Shares are not convertible into ZEO’s Shares.
Corporate
Governance
ZEO
Board Composition. As of Closing, the size of ZEO’s board of directors (the “ZEO Board”) will be set at
seven (7) directors. Pluri shall have the right to designate four (4) nominees for director, provided, however, that (i) such
nominees must allow the ZEO Board to be comprised of a majority of directors who are “independent” as defined under applicable
rules of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market (“Nasdaq”),
or such other national securities exchange on which ZEO’s Shares may in the future be listed for trading; (ii) one of such nominees
must be an “audit committee financial expert” as defined under applicable SEC and Nasdaq rules; and (iii) such nominees
are acceptable to the holders of Series D Preferred Shares, as evidenced by the unanimous vote or written consent of such holders, voting
as a separate class.
The
holders of Series D Preferred Shares other than Pluri (Mr. Bothwell and Greyt) shall have the right to designate the remaining three
(3) nominees for director, provided, however, that at least one of such nominees shall be “independent” (as
defined above).
All
nominees to the ZEO Board must be acceptable to holders of Series D Preferred Shares, as evidenced by the unanimous affirmative vote
or written consent of such holders, voting as a separate class.
At
Closing, ZEO shall cause Yaky Yanay, Pluri’s Chief Executive Officer, to be appointed to the ZEO Board. At such time as all four
(4) of Pluri’s nominees have been identified and approved by the holders of Series D Preferred Shares as described above, ZEO shall,
within forty-five (45) days of the date thereof, either hold an annual meeting of stockholders or take action by majority written consent
to elect Pluri’s four (4) nominees and the remaining three (3) nominees designated by the other holders of Series D Preferred Shares
to the ZEO Board.
The
nomination rights granted to Pluri pursuant to the Partnership Agreement are in addition to and not in lieu of the protective rights
granted to holders of Series D Preferred Shares as set forth above and shall expire upon the earlier to occur of (i) Pluri’s percentage
ownership of ZEO’s outstanding Shares being reduced to twenty-five percent (25%) or less; and (ii) the occurrence of a Change in
Control of Pluri (as defined in the Partnership Agreement).
Management
Authority and Approved Plan. ZEO’s executive management team, under the supervision of the ZEO Board, will be responsible for
the day-to-day management and operation of ZEO and its business in the ordinary course, including implementation of the Approved Plan,
execution of manufacturing, commercialization, and regulatory activities for Licensed Products, and operation of ZEO’s facilities.
The ZEO Board will review and approve an annual (or other periodic) operating plan and budget for ZEO (the “Approved Plan”),
including manufacturing, commercialization, regulatory, capital expenditure, and financing plans relating to the Licensed Products.
Maintenance
of Public Company Governance Standards. Pluri and ZEO intend to structure ZEO’s governance to be consistent with the requirements
of a U.S. public company subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
including compliance with applicable listing standards and corporate governance rules, to support a potential future uplisting of the
Shares to Nasdaq or another national securities exchange.
Employment
and Advisory Agreements
Prior to Closing, ZEO will negotiate, and at Closing will enter into, an employment agreement (each,
an “Employment Agreement”) with each of Ian Bothwell and Dr. George Shapiro (each, an “Executive”) and
an advisory agreement (the “Advisory Agreement”) with Greyt. The Employment Agreements and the Advisory Agreement
will each provide for (a) base annual cash compensation, subject to annual review; (b) awards under ZEO’s 2021 Equity Incentive
Plan; (c) benefits which are consistent with those which are being provided by ZEO; and (d) severance in the event the Executive’s
employment or Greyt’s advisory services are terminated by ZEO without “Cause,” or by the Executive or Greyt,
as the case may be, for “Good Reason” (each as defined in the Employment Agreement or the Advisory Agreement), or
the Employment Agreement or Advisory Agreement, as the case may be, is not renewed at the expiration of its initial term or any renewal
term, consisting of a gross lump sum payment equal to three (3) years of such Executive’s or Greyt’s then-current base compensation,
payable within thirty (30) days following the effective date of termination or expiration, subject to the execution by the applicable
person of a waiver letter and release in a form reasonably satisfactory to Pluri and ZEO; provided, however, that if ZEO’s
market capitalization, or a valuation of the Company as calculated by a recognized independent business appraiser selected by the parties,
reaches $200,000,000 prior to the termination or expiration of the applicable Employment Agreement or Advisory Agreement, such severance
will be equal to five (5) years of such Executive’s or Greyt’s then-current base compensation.
Closing
of the transactions contemplated by the Partnership Agreement, which is expected to occur in the fourth quarter of 2026, is subject to
satisfaction of a number of conditions, including the negotiation of various ancillary agreements, securing certain approvals and the
delivery of valuations, as well as other customary closing conditions. There can be no assurance that Closing will occur on the anticipated
timeline or at all.
The
Partnership Agreement contains other representations, warranties, and indemnities of the parties, as well as other terms and conditions
typical and customary for transactions of the type and nature contemplated by the Partnership Agreement. The representations, warranties
and covenants contained in the Partnership Agreement were made solely for purposes of the Partnership Agreement and as of specific dates,
were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the parties. They should not be
relied upon as characterizations of the actual state of facts or condition of ZEO or Pluri.
The
above summary of key provisions of the Partnership Agreement does not purport to be complete and is qualified in its entirety by reference
to the Partnership Agreement, a copy of which is included as Exhibit 10.1 to this Current Report.
Forward-Looking
Statements
Certain
statements contained in this Current Report should be considered forward-looking statements within the meaning of the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks and uncertainties, including, without limitation, the risk that the conditions
to Closing are not satisfied and the transactions contemplated by the Partnership Agreement are not consummated; the significant dilution
to ZEO’s existing stockholders resulting from the issuances described above; the concentration of voting control and protective
rights in the holders of the Series D Preferred Shares; the ability of the parties to obtain required regulatory approvals and to successfully
manufacture and commercialize the Licensed Products; and other risks described in ZEO’s filings with the SEC.
Although
ZEO believes that the expectations reflected in these forward-looking statements are reasonable, they involve assumptions, risks, and
uncertainties, and these expectations may prove to be incorrect. Actual results could vary materially. ZEO has no intention and specifically
disclaims any duty to update the information contained in this Current Report except as may be required by applicable law.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under the subheadings “Initial Equity Consideration” and “Additional Equity Consideration”
and “Description of Series D Non-Convertible Preferred Stock” in Item 1.01 of this Current Report on Form 8-K
is incorporated into this Item 3.02 by reference.
The
securities of ZEO described under the subheadings “Initial Equity Consideration” and “Additional Equity Consideration”
and “Description of Series D Non-Convertible Preferred Stock” in Item 1.01 of this Current Report are being
offered and at Closing, will be issued in reliance upon exemptions from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Partnership Agreement, dated October 26, 2026, by and between Zeo ScientifiX, Inc. and Pluri Inc.*† |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. ZEO agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request. |
| † | Certain identified information has been omitted pursuant to
Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that ZEO treats as private or confidential. |
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: October 30, 2026 |
ZEO SCIENTIFIX, INC. |
| |
|
|
| |
By: |
/s/ Ian T. Bothwell |
| |
|
Ian T. Bothwell
Chief Executive Officer and Chief Financial Officer |
