ZGSI Zero Gravity Solutions Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On April 29, 2019, Zero Gravity Solutions, Inc., a Nevada corporation (the “Corporation”), entered into a Settlement Agreement with John W. Kennedy, the Corporation’s former Chief Science Officer and a former member of the Board of Directors, pursuant to which, among other things, the Corporation assigned USPN 9,816,071, Patent Application No. 15/729,038, Patent Application No. 14/244,084 and International Patent Serial No. PCT/US 15/24045 (collectively, the “Intellectual Property”) to Mr. Kennedy, and Mr. Kennedy agreed to effectuate the transfer of two million shares of common stock of the Corporation back to the Corporation (the “Settlement Agreement”). The Intellectual Property relates to technologies that the Corporation does not intend to pursue. The Settlement Agreement was entered into in order to resolve certain disputes between the Corporation and Mr. Kennedy concerning various licensing and royalty agreements entered into between the parties covering the Intellectual Property.

Pursuant to the Settlement Agreement, the Corporation and Mr. Kennedy also entered into a Royalty Agreement, providing for, among other things, certain royalty payments to be made to the Corporation from the gross revenue generated by the Intellectual Property (the “Royalty Agreement”).

The foregoing description is qualified in its entirety by reference to the full text of the Settlement Agreement, and all exhibits attached thereto, and the Royalty Agreement, which are filed with this Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated into this Item 1.01 by reference.