Item 8.01 – Other Events
Order Instituting Administrative Proceeding
On
August 25, 2022 (the “Company”) became aware of the existence of an Order Instituting Administrative Proceedings and Notice
of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (the “Order”), dated August 17, 2022, by the Securities
and Exchange Commission (the “SEC”), naming the Company as a respondent, a copy of which is attached hereto as Exhibit 99.1.
In the Order, the SEC stated that the Company is delinquent in its periodic filings with the SEC, failed to meet its obligations to file
timely reports and failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules
13a-1 and 13a-13 thereunder. As stated in the Order, the SEC has deemed it necessary and appropriate for public administrative proceedings
to be instituted to determine, among other things, whether it is necessary and appropriate to suspend for a period not exceeding twelve
months, or revoke the registration of, the common stock of the Company, which is registered pursuant to Section 12 of the Exchange Act.
Further, the Order stated that the Company failed to heed a delinquency letter sent to it by the Division of Corporation Finance requesting
compliance with its periodic filing obligations. Although the Company has had the same address listed on its filings for the past six
years, the Company never received a delinquency letter. Although the Company was not served, the Order states that the Company will have
ten days after the date of service of the Order to provide the SEC with an answer to the Order.
On
August 25, 2022, the Company responded to the Order via email and via the SEC’s eFAP system where filings are uploaded electronically,
asking the SEC to not proceed with the Administrative Order and to allow the Company until the end of September to file its requisite
financial statements. On September 5, 2022, Michael Rountree, CEO of the Company sent a follow up letter to the SEC asking for a response
from the SEC to the letter sent on August 25, 2022. Further to the letter of September 5, 2022, on September 9, 2022, Mr. Rountree had
a telephone conversation with the SEC to discuss the Administrative Order and the best course of action to preserve the value of the Company
for its stockholders, including the manner in which, or whether, to provide a further answer to the Order or to participate in the administrative
hearing. Pursuant to the conversation, Mr. Rountree was advised that there can be no assurance that the Company would be able to prevail
at any administrative hearing or that the registration of the common stock of the Company, which is registered pursuant to Section 12
of the Exchange Act, would not be revoked or suspended.
On
September 9, 2022, the Company received a draft Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j)
of the Securities Exchange Act of 1934 as to Eco Science Solutions, Inc. (“Order”), as well as an Offer of Settlement of Eco
Science Solutions, Inc. as to File No. 3-20971 (both attached as Exhibit 99.2).
On
September 12, 2022, and further to the conversation with the SEC, and following a board meeting, it was determined that the Company should
consent to the revocation of the Company’s common stock.
On
September 14, 2022, Mr. Rountree executed both the Order and the Offer of Settlement in order for the SEC to revoke the Company’s
common stock.
The
SEC has indicated that it would take approximately 60 days for the revocation of the Company’s common stock to take place; at which
time the trading of the Company’s common stock will cease, the Company’s periodic reporting obligations under Section 13(a)
of the Exchange Act will terminate, and no member of a national securities exchange, broker or dealer will be permitted to use the mails
or other means of interstate commerce to effect any transaction in or to induce the purchase or sale of any shares of the Company’s
common stock.
The
Company has determined that once the Company’s common stock has been revoked, the Company will move forward with filing a Form 10
with the SEC, as well as a Form 15c2-11 to re-register the Company’s common stock and the Company may, or may not, depending on
what is available, get the trading symbol ESSI again.