Z-Trim Holdings, Inc. (OTCPK:ZTHO) announced a private placement of 5,000,000 units at a price of $4 per unit for gross proceeds of $20,000,000 on December 29, 2014. Each unit consists of preferred stock and warrants to purchase common stock. The company will issue securities pursuant to exemption provided under Regulation D. The transaction will include participation from eight investors.

On January 8, 2015, the company announced that it has entered into agreements with eight accredited investors for the private placement of 260,000 units on best efforts basis for gross proceeds of $1,040,000. Each unit consists of one share of series B 12.5% redeemable convertible preferred stock and one warrant, representing 75% warrant coverage, to acquire 8.56 shares of the company's common stock at an exercise price of $0.64 per share. The company issued initial warrants to acquire 2,225,600 shares of common stock and additional warrants to acquire 946,400 shares of common stock in the first tranche. The company will also issue an additional warrant for each unit to acquire 3.64 shares of the company's common stock at an exercise price of $0.64 per share. Each preferred share is convertible into shares of the company at the option of the holder at any time at a conversion price per share equal to the sum of the stated value and any accrued but unpaid dividends thereon through the date of redemption divided by the conversion price, subject to adjustment. The initial fixed conversion price shall be equal to $0.35. At any time the closing bid price of the common stock exceeds $1.75 for five consecutive trading days, the company may cause the conversion of the preferred shares, plus accrued but unpaid dividends into shares of common stock. The warrants expire on the fifth anniversary of their issuance. Morris Garfinkle acquired 10,084 units which consists of 10,084 shares of series B preferred stock that are initially convertible into 115,243 shares of common stock and warrants initially exercisable for 86,317 shares.

The company has the right to redeem the preferred shares for a cash payment equal to the stated plus accrued and unpaid dividends on the maturity date which is the earlier of the date that is three years from the last closing of the preferred shares, or the date of the company's consummation of a merger, combination or sale of substantially all of the company's assets or purchase by one or a group of related person of more than 50% of the outstanding voting stock of the company. Any single investor or group of investors who invest in excess of $5,000,000 and acquire at least 50% of the preferred shares in the transaction shall have the right to appoint one director to the company's board of directors.

On the same date, Edward B. Smith, III of Aristar Capital Management, LLC agreed to receive an aggregate of 71,211 units consisting of 71,211 shares of preferred stock convertible into 813,839 shares, warrants initially exercisable for 609,566 shares, and additional warrants exercisable for 259,208 shares in exchange for two convertible notes issued by the company in the aggregate amount of $284,844.

On February 9, 2015, the company has received $500,000 in its second tranche closing. The company has issued 125,000 units. The company issued initial warrants in the second closing are exercisable for 1,070,000 shares of the company's common stock and the additional warrants issued in the second closing are exercisable for an aggregate of 455,000 shares of the company's common stock.

On March 18, 2015, the company issued 18,750 units for gross proceeds of $75,000 to an accredited investor in third tranche of the transaction.

On June 1, 2015, the company issued 6,250 units for gross proceeds of $25,000 to an accredited investor in fourth tranche of the transaction.

On August 26, 2015, the company issued 62,500 units for gross proceeds of $250,000 to accredited investors in fifth tranche of the transaction.

On October 20, 2015, the company issued 50,000 units for gross proceeds of $200,000 to an accredited investor in sixth tranche of the transaction.