SEC Info - Medizone International Inc - ‘S-1’ on 2/12/18

Medizone International Inc – ‘S-1’ on 2/12/18 – ‘EX-10.21’

On: Monday, 2/12/18, at 5:26pm ET · Accession #: 1185185-18-193 · File #: 333-222991

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/12/18 Medizone International Inc S-1 81:5.2M Federal Filings, LLC/FA

Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 730K 2: EX-10.21 Material Contract HTML 30K 3: EX-21 Subsidiaries List HTML 20K 4: EX-23.(A) Consent of Experts or Counsel HTML 22K 11: R1 Document And Entity Information HTML 47K 12: R2 Consolidated Balance Sheets HTML 109K 13: R3 Consolidated Balance Sheets (Parentheticals) HTML 37K 14: R4 Consolidated Statements of Comprehensive Loss HTML 62K 15: R5 Consolidated Statements of Stockholders' Equity HTML 60K (Deficit) 16: R6 Consolidated Statements of Stockholders' Equity HTML 29K (Deficit) (Parentheticals) 17: R7 Consolidated Statements of Cash Flows HTML 93K 18: R8 Organization and Summary of Significant Accounting HTML 80K Policies 19: R9 Property and Equipment HTML 33K 20: R10 Trademark and Patents HTML 33K 21: R11 Accounts Payable - Related Parties HTML 25K 22: R12 Accrued Expenses HTML 30K 23: R13 Accrued Expenses - Related Parties HTML 31K 24: R14 Notes Payable HTML 40K 25: R15 Notes Payable - Related Parties HTML 25K 26: R16 Warrant Liability HTML 44K 27: R17 Commitments and Contingencies HTML 43K 28: R18 Equity Transactions HTML 61K 29: R19 Common Stock Options HTML 56K 30: R20 Going Concern HTML 34K 31: R21 Subsequent Events HTML 29K 32: R22 Basis of Presentation HTML 27K 33: R23 Canadian Foundation for Global Health HTML 27K 34: R24 Basic and Diluted Net Loss Per Common Share HTML 40K 35: R25 Inventory HTML 25K 36: R26 Recent Accounting Pronouncements HTML 33K 37: R27 Accounting Policies, by Policy (Policies) HTML 126K 38: R28 Organization and Summary of Significant Accounting HTML 70K Policies (Tables) 39: R29 Property and Equipment (Tables) HTML 33K 40: R30 Trademark and Patents (Tables) HTML 33K 41: R31 Accrued Expenses (Tables) HTML 30K 42: R32 Accrued Expenses - Related Parties (Tables) HTML 30K 43: R33 Notes Payable (Tables) HTML 39K 44: R34 Warrant Liability (Tables) HTML 38K 45: R35 Common Stock Options (Tables) HTML 64K 46: R36 Basic and Diluted Net Loss Per Common Share HTML 49K (Tables) 47: R37 Equity Transactions (Tables) HTML 64K 48: R38 Organization and Summary of Significant Accounting HTML 50K Policies (Details) 49: R39 Organization and Summary of Significant Accounting HTML 32K Policies (Details) - Schedule of Earnings Per Share, Basic and Diluted 50: R40 Organization and Summary of Significant Accounting HTML 33K Policies (Details) - Schedule of Deferred Tax Assets and Liabilities 51: R41 Organization and Summary of Significant Accounting HTML 37K Policies (Details) - Schedule of Effective Income Tax Rate Reconciliation 52: R42 Organization and Summary of Significant Accounting HTML 26K Policies (Details) - Schedule of Effective Income Tax Rate Reconciliation (Parentheticals) 53: R43 Property and Equipment (Details) HTML 25K 54: R44 Property and Equipment (Details) - Schedule of HTML 37K Property, Plant and Equipment 55: R45 Trademark and Patents (Details) HTML 40K 56: R46 Trademark and Patents (Details) - Schedule of HTML 34K Finite-Lived Intangible Assets 57: R47 Accounts Payable - Related Parties (Details) HTML 31K 58: R48 ACCRUED EXPENSES (Details) - Schedule of Accrued HTML 32K Liabilities 59: R49 Accrued Expenses - Related Parties (Details) HTML 26K 60: R50 Accrued Expenses - Related Parties (Details) - HTML 31K Schedule of Accrued Liabilities 61: R51 NOTES PAYABLE (Details) - Schedule of Debt HTML 44K 62: R52 Notes Payable (Details) - Schedule of Debt HTML 74K (Parentheticals) 63: R53 Notes Payable - Related Parties (Details) HTML 36K 64: R54 Warrant Liability (Details) HTML 36K 65: R55 Warrant Liability (Details) - Fair Value HTML 34K Measurements, Recurring and Nonrecurring, Valuation Techniques 66: R56 Commitments and Contingencies (Details) HTML 129K 67: R57 Equity Transactions (Details) HTML 171K 68: R58 Common Stock Options (Details) HTML 178K 69: R59 Common Stock Options (Details) - Schedule of Fair HTML 39K Value Assumptions of Stock Options 70: R60 Common Stock Options (Details) - Schedule of HTML 42K Share-Based Compensation, Stock Options, Activity 71: R61 Going Concern (Details) HTML 52K 72: R62 Subsequent Events (Details) HTML 65K 73: R63 Basic and Diluted Net Loss Per Common Share HTML 31K (Details) 74: R64 Basic and Diluted Net Loss Per Common Share HTML 32K (Details) - Schedule of Earnings Per Share, Basic and Diluted 75: R65 Inventory (Details) HTML 25K 76: R66 WARRANT LIABILITY (Details) - Fair Value HTML 34K Measurements, Recurring and Nonrecurring, Valuation Techniques 77: R67 EQUITY TRANSACTIONS (Details) - Schedule of HTML 40K Share-based Payment Award, Stock Options, Valuation Assumptions 78: R68 EQUITY TRANSACTIONS (Details) - Share-based HTML 57K Compensation, Stock Options, Activity 80: XML IDEA XML File -- Filing Summary XML 151K 79: EXCEL IDEA Workbook of Financial Reports XLSX 82K 5: EX-101.INS XBRL Instance -- mzei-20170930 XML 1.13M 7: EX-101.CAL XBRL Calculations -- mzei-20170930_cal XML 106K 8: EX-101.DEF XBRL Definitions -- mzei-20170930_def XML 787K 9: EX-101.LAB XBRL Labels -- mzei-20170930_lab XML 895K 10: EX-101.PRE XBRL Presentations -- mzei-20170930_pre XML 749K 6: EX-101.SCH XBRL Schema -- mzei-20170930 XSD 167K 81: ZIP XBRL Zipped Folder -- 0001185185-18-000193-xbrl Zip 133K

AMENDED AND RESTATED TRADING AGREEMENT

This Amended and Restated Trading Agreement (this “Agreement”), effective as of the 11th day of February, 2018 (the “Effective Date”), is entered into by and between L2 Capital, LLC (“L2”) and SBI Investments LLC, 2014-1 (“SBI,” and together with L2, the “Parties” and each, a “Party”).

WHEREAS, each of the Parties entered into a Securities Purchase Agreement (the “SPAs”) and an Equity Purchase Agreement (the “EPA”) with Medizone International, Inc. (the “Issuer”) pursuant to which each Party shall receive certain securities of the Issuer which shall result in each Party holding shares of common stock of the Issuer (collectively, the shares issued to the Parties, the “Purchase Shares”);

WHEREAS, the Issuer’s common stock is quoted over the counter and publicly traded;

WHEREAS, the Parties entered into that certain Trading Agreement dated as of January 31, 2018 (the “Original Trading Agreement”) pursuant to which the Parties established a plan for the orderly trading of the Purchase Shares acquired pursuant to the SPAs; and

WHEREAS, the Parties desire to amend the Original Trading Agreement to include the shares of common stock of the Issuer acquired pursuant to the EPA.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

1. All Purchase Shares acquired by the Parties pursuant to the SPAs and the EPA will be held by a designated brokerage firm (the “Broker”) for the account of the Parties pursuant to an account agreement.

2. The Parties will direct the Broker to execute trades of the Purchase Shares, from time to time, one order in each instance (each, an “Order”).

3. Upon the execution of any Order, any and all proceeds resulting from the same shall be distributed 50% to L2 and 50% to SBI.

4. Each of the Parties is aware of restrictions under federal and state securities laws on buying and selling securities while in possession of material nonpublic information. If any Party becomes aware of any material nonpublic information relating to the Issuer, such Party shall not disclose any such information to the other Party and may not participate or initiate any trades of the Purchase Shares.

5. All Broker, legal or other administrative expenses incurred in connection with activities contemplated by this Agreement shall be shared equally and paid to one of the designated Parties for further payment.

6. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by a single arbitrator in an arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

7. This Agreement (a) shall be governed by, and construed in accordance with, the laws of the State of New York, (b) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, including the Original Trading Agreement, (c) may not be amended, except in writing signed by both Parties, (d) may be executed in counterparts, (e) shall be enforceable, notwithstanding the unenforceability of any particular provision hereof, with respect to all other provisions hereof and (f) may not be assigned by any Party, except with the prior written consent of the other.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

L2 CAPITAL, LLC

By: /s/ Adam Long

Name: Adam Long

Title: Managing Partner

SBI INVESTMENTS LLC, 2014-1

By: /s/ Jonathan Juchno

Name: Jonathan Juchno

Title: Principal

This ‘S-1’ Filing

Date

Other Filings

Filed on:

2/12/18

1/31/18

8-K

List all Filings

Medizone International Inc – ‘S-1’ on 2/12/18 – ‘EX-10.21’

On: Monday, 2/12/18, at 5:26pm ET · Accession #: 1185185-18-193 · File #: 333-222991

Previous ‘S-1’: ‘S-1/A’ on 1/25/11 · Next: ‘S-1’ on 4/3/18 · Latest: ‘S-1/A’ on 4/13/18

Registration Statement (General Form) — Form S-1
Filing Table of Contents

‘EX-10.21’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Medizone International Inc – ‘S-1’ on 2/12/18 – ‘EX-10.21’

On: Monday, 2/12/18, at 5:26pm ET · Accession #: 1185185-18-193 · File #: 333-222991

Previous ‘S-1’: ‘S-1/A’ on 1/25/11 · Next: ‘S-1’ on 4/3/18 · Latest: ‘S-1/A’ on 4/13/18

Registration Statement (General Form) — Form S-1Filing Table of Contents

‘EX-10.21’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Registration Statement (General Form) — Form S-1
Filing Table of Contents