Zero Gravity Solutions, Inc. (OTCPK:ZGSI) announced a private placement of an unsecured convertible promissory note from Michael T. Smith, an accredited investor for gross proceeds of $300,0001 on May 2, 2018. The company also issued warrants to purchase 30,000 common shares of the company. The notes are convertible into common share at the lesser of $3.00 per share or the lowest price per share of any sale of its common stock between and end of the conversion window. The note carries a coupon of 10% and will mature on May 1, 2020. The warrants are exercisable within five years of issue at a price of $3 per share. The company may prepay the interest and principal at any time. The transaction is subject to exemption under regulation D.