8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2018

MEDIZONE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 2-93277-D (Commission File Number) 87-0412648 (I.R.S. Employer Identification No.)

350 East Michigan Avenue, Suite 500, Kalamazoo, MI 49007

(Address of principal executive offices, Zip Code)

(269) 202-5020 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02.  Termination of a Material Definitive Agreement.

On April 18, 2018, certain creditors of Medizone International, Inc., a Nevada corporation (the “Company”), commenced an involuntary bankruptcy proceeding under Chapter 11 of the United States Bankruptcy Code against the Company in the United States Bankruptcy Court for the District of Nevada (the “Involuntary Proceeding”) (attached as Exhibit 99.1). The Involuntary Proceeding is styled “In re Medizone International Inc., Debtor No. 18-50412”. The filing of the Involuntary Proceeding resulted in the automatic termination of the Equity Purchase Agreement, dated January 31, 2018 (the “Purchase Agreement”), between the Company and L2 Capital, LLC (“L2”) and SBI Investments LLC, 2014-1, which is managed by New York-based Sea Otter Global Ventures, LLC (“SBI” and together with L2, collectively, the “Investors”), pursuant to which the Investors had committed to purchase up to $10,000,000 of shares of the Company’s common stock. Termination of the Purchase Agreement resulted pursuant to Section 10.5 of the Purchase Agreement, which provides, in part, as follows:  “In addition, this Agreement shall automatically terminate on … the date that, pursuant to or within the meaning of any Bankruptcy Law, … any Person commences a proceeding against the Company ….”

Item 2.04.  Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The Involuntary Proceeding triggered an event of default under the unsecured convertible promissory notes (collectively, the “Notes”) in the aggregate principal amount of $305,000 that the Company issued to the Investors on January 31, 2018 pursuant to two identical Securities Purchase Agreements dated such date. The event of default resulted pursuant to Section 3.7 of each Note, which provides that “[b]ankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors [being] instituted by or against the [Company] or any subsidiary of the [Company]” constitutes an event of default with respect to the Notes.  Pursuant to Article III of each Note, the Company has no right to cure the event of default.

Pursuant to Article III of each Note, upon the occurrence of the event of default resulting from the Involuntary Proceeding each Note “shall become immediately due and payable and the [Company] shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 140% (plus an additional 5% per each additional Event of Default that occurs hereunder) multiplied by the then outstanding entire balance of the Note (including principal and accrued and unpaid interest) plus Default Interest, if any, plus any amounts owed to the Holder pursuant to Sections 1.3(g) hereof (collectively, in the aggregate of all of the above, the ‘Default Sum’), and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.”

The Company estimates that the Default Sum referenced above was $448,619.08 as of April 23, 2018.

Item 2.06.  Material Impairment.

The Company’s consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles, which assume that an entity is a going concern and contemplates the realization of assets and settlement of obligations in the ordinary course of business. Continuation of the Company as a going concern is dependent upon obtaining additional capital and, ultimately, upon the Company attaining profitable operations. The Company’s consolidated financial statements do not include any adjustments relating to the recoverability or classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of the uncertainty about the ability of the Company to continue as a going concern.

As a result of the institution of the Involuntary Proceeding, it is unlikely that the Company, in its present form, will be able to obtain additional capital or to attain profitable operations.  Therefore, it is likely that the Company, in its present form, will not be able to continue as a going concern and that adjustments relating to the recoverability or classification of asset carrying amounts and the amount of classification of liabilities will be required and that such adjustments could be material.  However, the Company is unable, as of the date of the Current Report on Form 8-K, to make a determination in good faith of an estimate of the amount of such adjustments or the impact of such classifications on its consolidated financial statements.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2018, Mr. Philip A. Theodore, the Company’s Executive Vice President – Operations and Administration, General Counsel and Corporate Secretary, submitted 90-days’ notice of his resignation from all positions with the Company.

Item 8.01  Other Events.

The Involuntary Petition was filed on April 18, 2018. The Company is evaluating its options in response to the Involuntary Petition. The Company incorporates by reference herein the Press Release (attached as Exhibit 99.2) issued on April 20, 2018, announcing the filing of the Involuntary Petition.

The Company has determined that, as a result of the filing of the Involuntary Petition, it will not hold an Annual Meeting of its Stockholders on May 30, 2018, as previously announced because it does not expect to have funds to pay the expenses of the meeting.

On April 23, 2018, the Company was advised by the OTC Markets Group that “[d]ue to the recent bankruptcy proceedings, [the Company] will be moved from OTCQB to Pink Current Information before the next market open.”

Item 9.01.  Financial Statements and Exhibits.

  (d)       Exhibits

99.1	In re:  Medizone International, Inc. (Case 18-50412), Involuntary Bankruptcy Petition in the United States Bankruptcy Court for the District of Nevada.
99.2	Press Release dated April 20, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 24, 2018

MEDIZONE INTERNATIONAL, INC.

By: /s/ David A. Dodd                                                             Chief Executive Officer

EX-99

Exhibit 99.1

B 5 (Official Form  5) (12/07)                                                                  FORM 5. INVOLUNTARY PETITION

UNITED STATES BANKRUPTCY COURT				INVOLUNTARY PETITION
IN RE (Name of Debtor – If Individual:  Last, First, Middle)  Medizone International, Inc.			ALL OTHER NAMES used by debtor in the last 8 years (Include married, maiden, and trade names.)
Last four digits of Social-Security or other Individual's Tax-I.D. No./Complete EIN (If more than one, state all.): 87-0412648
STREET ADDRESS OF DEBTOR (No. and street, city, state, and zip code) 350 E. Michigan Ave., Ste. 500 Kalamazoo, MI 49007 COUNTY OF RESIDENCE OR PRINCIPAL PLACE OF BUSINESS Kalamazoo			MAILING ADDRESS OF DEBTOR (If different from street address) Medizone International, Inc. c/o The Corporation Trust Co. of Nevada 701 S. Carson St., Ste. 200 Carson City, NV 89701
LOCATION OF PRINCIPAL ASSETS OF BUSINESS DEBTOR  (If different from previously listed addresses)
CHAPTER OF BANKRUPTCY CODE UNDER WHICH PETITION IS FILED    Chapter 7          ■   Chapter 11
INFORMATION REGARDING DEBTOR (Check applicable boxes)
Nature of Debts (Check one box.) Petitioners believe: □    Debts are primarily consumer debts  ■    Debts are primarily business debts	Type of Debtor (Form of Organization)  □   Individual (Includes Joint Debtor) ■   Corporation (Includes LLC and LLP) □   Partnership           □   Other (If debtor is not one of the above entities,           check this box and state type of entity below.)              _________________________________________			Nature of Business     (Check one box.) □   Health Care Business □   Single Asset Real Estate as defined in        11 U.S.C. § 101(51)(B) □   Railroad □   Stockbroker □   Commodity Broker □   Clearing Bank ■   Other
VENUE ■  Debtor has been domiciled or has had a residence, principal place of business, or principal assets in the District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. □  A bankruptcy case concerning debtor's affiliate, general partner or partnership is pending in this District.		FILING FEE (Check one box) ■   Full Filing Fee attached □   Petitioner is a child support creditor or its representative, and the form specified in § 304(g) of the Bankruptcy Reform Act of 1994 is attached.  [If a child support creditor or its representative is a petitioner, and if the petitioner files the form specified in § 304(g) of the Bankruptcy Reform Act of 1994, no fee is required.]
PENDING BANKRUPTCY CASE FILED BY OR AGAINST ANY PARTNER OR AFFILIATE OF THIS DEBTOR (Report information for any additional cases on attached sheets.)
Name of Debtor	Case Number			Date
Relationship	District			Judge
ALLEGATIONS                                                                  (Check applicable boxes) 1.          ■  Petitioner (s) are eligible to file this petition pursuant to 11 U.S.C. § 303 (b). 2.          ■  The debtor is a person against whom an order for relief may be entered under title 11                         of the United States Code. 3.a.       ■  The debtor is generally not paying such debtor's debts as they become due, unless                        such debts are the subject of a bona fide dispute as to liability or amount;                                                                             or    b.  □  Within 120 days preceding the filing of this petition, a custodian, other than a  trustee              receiver, or agent appointed or authorized to take charge of less than substantially all              of the property of the debtor for the purpose of enforcing a lien against such              property, was appointed or took possession.				COURT USE ONLY

_{B 5 (Official Form  5) (12/07) –  Page 2} 

Name of Debtor Medizone International, Inc. 

Case No.____________________________

TRANSFER OF CLAIM   Check this box if there has been a transfer of any claim against the debtor by or to any petitioner.  Attach all documents that evidence the transfer and any statements that are required under Bankruptcy Rule 1003(a).
REQUEST FOR RELIEF Petitioner(s) request that an order for relief be entered against the debtor under the chapter of title 11, United States Code, specified in this petition.  If any petitioner is a foreign representative appointed in a foreign proceeding, a certified copy of the order of the court granting recognition is attached. Petitioner(s) declare under penalty of perjury that the foregoing is true and correct according to the best of their knowledge, information, and belief. x  /s/ Edwin G. Marshall                                                                Signature of Petitioner or Representative (State title) Edwin G. Marshall                                            April 15, 2018 Name of Petitioner                                                   Date Signed Name & Mailing                       Edwin G. Marshall Address of Individual             c/o Meyers Law Group, P.C. Signing in Representative      44 Montgomery St., Ste. 1010 Capacity                                    San Francisco, CA 94104	x /s/ Merle C. Meyers                                                    4-16-18 Signature of Attorney                                                      Date  Merle C. Meyers, Esq. Name of Attorney Firm (If any) Meyers Law Group, P.C. 44 Montgomery St., Ste. 1010 San Francisco, CA 94104 Address Telephone No. (415) 362-7500
x  /s/ Jill C. Marshall M.D                                                             Signature of Petitioner or Representative (State title) Dr. Jill C. Marshall                                            April 15, 2018 Name of Petitioner                                                   Date Signed Name & Mailing                       Dr. Jill C. Marshall Address of Individual             c/o Meyers Law Group, P.C. Signing in Representative      44 Montgomery St., Ste. 1010 Capacity                                    San Francisco, CA 94104	x /s/ Merle C. Meyers                                                    4-16-18 Signature of Attorney                                                      Date  Merle C. Meyers, Esq. Name of Attorney Firm (If any) Meyers Law Group, P.C. 44 Montgomery St., Ste. 1010 San Francisco, CA 94104 Address Telephone No. (415) 362-7500
x [illegible]              VP                                                                    Signature of Petitioner or Representative (State title) Ushio America, Inc.                                                4/12/2018    Name of Petitioner                                                   Date Signed Name & Mailing                       Ushio America, Inc. Address of Individual             5440 Cerritos Ave. Signing in Representative      Cypress, CA 90630 Capacity	x______________________________________________________ Signature of Attorney                                                      Date Name of Attorney Firm (If any) _______________________________________________________ Address  Telephone No.
PETITIONING Name and Address of Petitioner Edwin G. Marshall c/o Meyers Law Group, P.C. Attn: Merle C. Meyers, Esq. 44 Montgomery St., Ste. 1010 San Francisco, CA 94104	CREDITORS Nature of Claim Promissory Note	Amount of Claim 1,118,448.00
Name and Address of Petitioner Dr. Jill C. Marshall c/o Meyers Law Group, P.C. Attn: Merle C. Meyers, Esq. 44 Montgomery St., Ste. 1010 San Francisco, CA 94104	Nature of Claim Promissory Note	Amount of Claim 466,812.00
Name and Address of Petitioner Ushio America, Inc. 5440 Cerritos Ave. Cypress, CA 90630	Nature of Claim Trade Debt	Amount of Claim 6,750.00
Note:  If there are more than three petitioners, attach additional sheets with the statement under penalty of perjury, each petitioner's signature under the statement and the name of attorney  and petitioning creditor information in the format above.		Total Amount of Petitioners' Claims 1,620,915.42

1 continuation sheets attached

_{B 5 (Official Form  5) (12/07) –  Page 2} 

Name of Debtor Medizone International, Inc. 

Case No.____________________________

TRANSFER OF CLAIM   Check this box if there has been a transfer of any claim against the debtor by or to any petitioner.  Attach all documents that evidence the transfer and any statements that are required under Bankruptcy Rule 1003(a).
REQUEST FOR RELIEF Petitioner(s) request that an order for relief be entered against the debtor under the chapter of title 11, United States Code, specified in this petition.  If any petitioner is a foreign representative appointed in a foreign proceeding, a certified copy of the order of the court granting recognition is attached. Petitioner(s) declare under penalty of perjury that the foregoing is true and correct according to the best of their knowledge, information, and belief. x  /s/ Taras Worona    (CEO)                                                        Signature of Petitioner or Representative (State title) Engineering CPR, Inc.                                            2018.04.14 Name of Petitioner                                                   Date Signed Name & Mailing                       Taras Worona, CEO Address of Individual             6891 Edwards Blvd. Signing in Representative       Mississauga, Ontario Capacity                                     CANADA                                                      L5T 2T9	x____________________________________________________ Signature of Attorney                                                      Date Name of Attorney Firm (If any) _____________________________________________________ Address  Telephone No.
x_____________________________________________ Signature of Petitioner or Representative (State title) Name of Petitioner                                                   Date Signed Name & Mailing Address of Individual                                 ______________________ Signing in Representative Capacity                                                     ______________________	x_____________________________________________________ Signature of Attorney                                                      Date Name of Attorney Firm (If any) ______________________________________________________ Address  Telephone No.
x_____________________________________________ Signature of Petitioner or Representative (State title) Name of Petitioner                                                   Date Signed Name & Mailing Address of Individual                                 ______________________ Signing in Representative Capacity                                                     ______________________	x____________________________________________________ Signature of Attorney                                                      Date Name of Attorney Firm (If any) _____________________________________________________ Address  Telephone No.
PETITIONING Name and Address of Petitioner Engineering CPR, Inc. Attn: Taras Worona 6891 Edwards Blvd. Mississauga, Ontario CANADA L5T 2T9	CREDITORS Nature of Claim Trade Debt	Amount of Claim 28,905.42
Name and Address of Petitioner	Nature of Claim	Amount of Claim
Name and Address of Petitioner	Nature of Claim	Amount of Claim
Note:  If there are more than three petitioners, attach additional sheets with the statement under penalty of perjury, each petitioner's signature under the statement and the name of attorney and petitioning creditor information in the format above.		Total Amount of Petitioners' Claims 1,620,915.42

1 of 1 continuation sheets attached

EX-99.2

Exhibit 99.2

Medizone International Announces Commencement of Involuntary Bankruptcy Proceedings Against the Company

Kalamazoo, Michigan, April 20, 2018.  Medizone International, Inc. (OTCQB:MZEI) or Medizone, manufacturer of the AsepticSure^® system, today announced that certain creditors of the Company have commenced an involuntary bankruptcy proceeding under Chapter 11 of the United States Bankruptcy Code against the Company.  The creditors include Mr. Edwin G. Marshall, the former Chairman and Chief Executive Officer of the Company, and Dr. Jill C. Marshall, the former Director of Operations of the Company.  The Company is evaluating its options in light of the involuntary bankruptcy proceeding.

About Medizone International, Inc.

Medizone International, Inc. is focused on commercializing the AsepticSure^® System, a superior disinfectant technology compared to conventional systems or practices.  The company developed the AsepticSure^® System to combine oxidative compounds (O₃ and H₂O₂) to produce a unique mixture of free radicals (H₂O₃ known as trioxidane) with much higher oxidative potential than ozone or hydrogen peroxide alone.  After securing broad IP protection for the use of trioxidane for both healthcare and non-healthcare facility disinfecting systems and bioterrorism applications, Medizone released its AsepticSure^® System for use in Canada, and several other global markets.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.  Our actual results could differ materially from those projected in these forward-looking statements, which involve a number of risks and uncertainties, including the risk that government and international agencies and organizations may not adopt our system, global economic conditions generally, government regulation, manufacturing and marketing risks, adverse publicity risks, risks associated with our entry into the U.S. and other markets, expansion and operations.  The contents of this release should be considered in conjunction with the risk factors, warnings, and cautionary statements that are contained in our most recent filings with the Securities and Exchange Commission.  

For press information on Medizone International, please contact:

John Pentony, Investor and Media Relations

Medizone International, Inc.T: 269-202-5020 E: j.pentony@medizoneint.com

For more information, visit:www.medizoneint.com Email: operations@medizoneint.com