Item 1.01. Entry into a Material Definitive Agreement.

On January 26, 2020, Ecoark Holdings, Inc., a Nevada corporation (the "Company") entered into letter agreements (the "Letter Agreements") with accredited institutional investors (the "Investors") holding the warrants issued with the Company's Series B Convertible Preferred Stock on August 21, 2019 (the "Warrants"). Pursuant to the Letter Agreements, the Investors agreed to a cash exercise of the Warrants at a price of $0.51 in consideration for the receipt of replacement warrants (the "Replacement Warrants") to purchase a number of shares of the Company's common stock at $0.90 equal to 150% of the shares underlying the Warrants.

On January 27, 2020, the Company received approximately $2 million in cash from the exercise of the Warrants and issued the Replacement Warrants to the Investors, which have an exercise price of $0.90 and may be exercised within five years of issuance.

The foregoing description of the Letter Agreements and the Replacement Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Letter Agreement and form of Replacement Warrant attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and each incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the discussion in Item 1.01 to this Current Report on Form 8-K, which discussion is incorporated in this Item by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

The following exhibits are filed herewith:





Exhibit No.   Description.
10.1            Form of Letter Agreement
10.2            Form of Replacement Warrant
99.1            Form Press Release of Ecoark Holdings, Inc. dated January 27, 2020




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