UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~15(d~~earliest event reported): January 31, 2018

ofMEDIZONE ~~the~~INTERNATIONAL, ~~Securities Exchange Act of 1934~~INC.

Date of Report (Date of earliest event reported): January 30, 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

(IRS 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~~: (269~~) ~~202-5020~~

N/A

(Former name or former address, if changed since last report)

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))

☐ 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 1.01 Entry into a Material Definitive Agreement.

~~Item~~On 5January 31, 2018 (the “Closing Date”), Medizone International, Inc.~~02 Departure~~, a Nevada corporation (the “Company”), entered into identical securities purchase agreements (the “Securities Purchase Agreements”) with specialized investment firms L2 Capital, LLC, a Kansas limited liability company (“L2”) and SBI Investments LLC, 2014-1, a statutory series of ~~Directors~~Delaware orlimited ~~Certain~~liability ~~Officers;~~company ~~Election~~which is managed by New York-based Sea Otter Global Ventures, LLC (“SBI” and together with L2, collectively, the “Investors”), pursuant to which the Company issued to the Investors identical unsecured convertible promissory notes (collectively, the “Notes”) in the aggregate principal amount of ~~Directors;~~$285,000. ~~Appointment~~The Notes accrue interest (payable at maturity of ~~Certain~~the ~~Officers;~~Notes) ~~Compensatory~~at ~~Arrangements~~a rate of ~~Certain~~8% ~~Officers~~per annum and mature six months from the issue date. The Notes were issued with original issue discount of $17,500 and $10,000 was subtracted from the proceeds paid to Medizone to reimburse the Investors for their legal fees in connection with the preparation of the Notes and the related investment agreements. Accordingly, the net proceeds received by Medizone for each Note was $125,000. The Notes are convertible at any time at the option of the Investors into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a conversion price of $0.05 per share, which conversion price is subject to adjustment upon the occurrence of certain events of default with respect to the Notes. The Company may prepay the amount outstanding under either Note at any time by making a payment to the holder of an amount in cash equal to 130% multiplied by the total outstanding amount owed under the Note at such time of repayment. The Investor may convert the Note in whole or in part at any time after it has been called for redemption.

In connection with the issuance of the Notes, each Investor also received a warrant (ccollectively, the “Warrants”) ~~Appointment~~to purchase 2,833,168 shares of ~~new~~Common ~~Executive~~Stock. ~~Vice~~The ~~President~~Warrants –are ~~Chief~~immediately ~~Commercial~~exercisable ~~Officer~~and may be exercised at any time prior to 5:00 p.m. Eastern Standard Time on the date that is the five-year anniversary of their issuance. The exercise price per share of the Warrants is equal to 110% multiplied by the closing bid price of the Common Stock on the issuance date, which was $0.0379 per share. The Warrants include a cashless net exercise provision whereby the holder can elect to receive shares equal to the value of the Warrants minus the fair market value of shares being surrendered to pay for the exercise. The Warrants contain customary anti-dilution provisions.

OnAlso ~~January~~on ~~30,~~the ~~2018~~Closing Date, ~~Medizone~~the ~~International,~~Company ~~Inc.,~~entered ainto ~~Nevada~~that ~~corporation~~certain Equity Purchase Agreement with the Investors (the “~~Company~~Purchase Agreement”), orpursuant to which Investors committed to purchase (the “~~Medizone~~Financing”) in the aggregate, ~~entered~~up ~~into~~to an$10,000,000 ~~agreement~~of ~~with~~value ~~Jude~~of Pthe Company’s Common Stock. ~~Dinges~~On the Closing Date, ~~age~~the 58Company issued 4,087,193 ~~confirming~~shares ~~his~~of ~~appointment~~Common ~~and~~Stock ~~employment~~(the as“Commitment ~~Executive~~Shares”) ~~Vice~~to ~~President~~each –Investor ~~Chief~~as ~~Commercial~~a ~~Officer,~~commitment ~~effective~~fee ~~January~~with ~~30,~~respect ~~2018~~to the Financing. ~~Mr.~~ ~~Dinges’~~The ~~appointment~~Commitment ~~was~~Shares ~~announced~~were onearned ~~January~~in 30full upon the execution of the Purchase Agreement, ~~2018~~and the ownership of the Commitment Shares by the ~~issuance~~Investors ofis anot ~~press~~contingent ~~release. A~~upon ~~copy~~any other event or condition, including but not limited to the effectiveness of the ~~press~~Registration ~~release~~Statement ~~announcing~~(as ~~Mr.~~defined ~~Dinges~~below) or the Company’s ~~appointment~~sale isof ~~included~~any asshares ~~Exhibit~~of ~~99.1~~Common Stock to ~~this~~the ~~Current~~Investors ~~Report~~pursuant onto ~~Form~~the ~~8-K~~Purchase Agreement. In connection with the Financing, the Company and the Investors also entered into a Registration Rights Agreement.

~~Mr.~~Pursuant ~~Dinges~~to ~~began~~the ~~his~~Financing, ~~career~~upon ~~nearly~~filing 30and ~~years~~effectiveness ~~ago~~of as a ~~professional~~registration ~~sales~~statement ~~representative~~on atForm ~~Bristol~~S-1 ~~Laboratories~~(the “Registration Statement”) and ~~later~~provided atother ~~Merck~~closing &conditions ~~Co.~~are met, ~~where~~the heCompany ~~was~~shall ~~promoted~~have the right, but not the obligation, to ~~positions~~direct ~~with~~the ~~increased~~Investors ~~responsibilities~~to inpurchase ~~training,~~shares ~~sales,~~of ~~management,~~the ~~marketing~~Company’s ~~and~~Common ~~market~~Stock ~~development. While~~(the at“Put ~~Merck~~Shares”) (i) in a minimum amount of not less than $20,000 ~~Mr.~~and ~~Dinges~~(ii) ~~won~~in ~~multiple~~a ~~awards~~maximum amount of $1,000,000, ~~including~~provided that the ~~President’s~~number ~~Achievement~~of ~~Award~~Put inShares ~~2001,~~shall ~~awarded~~not toexceed ~~one~~300% of 32the ~~Business~~average ~~Directors~~daily ~~each~~trading ~~year. He~~volume ~~received~~in the ~~Change~~10 ~~Agent~~trading ~~Award~~days ~~for~~immediately ~~his~~preceding ~~market~~a ~~development~~Put ~~prelaunch~~Notice ~~business~~(as ~~planning~~defined below). At any time, and ~~contributions~~from time to ~~sales~~time ~~force~~during ~~execution,~~the ~~while~~term ~~launching~~of the ~~blockbuster~~Purchase ~~brands~~Agreement ~~Cozaar®,~~(the ~~Fosamax®,~~“Commitment ~~Singulair®~~Period”), ~~Maxalt®,~~the ~~Vioxx®,~~Company ~~and~~may ~~Vytorin®. He~~deliver ~~was~~a ~~recognized~~notice ~~with~~to athe ~~Career~~Investors ~~Achievement~~(the ~~Award~~“Put ~~for~~Notice”) ~~his~~and ~~consistent~~shall ~~top~~deliver ~~performance~~the asPut aShares ~~Senior/Executive~~to ~~Business~~Investors ~~Director. Mr.~~via ~~Dinges~~DWAC ~~joined~~within ~~Novartis~~one ~~Pharmaceuticals~~trading inday. ~~2006~~The ~~and~~Purchase ~~led~~Price ~~his~~for ~~region~~the toPut ~~top~~Shares ~~performance~~is in85% of the ~~launch~~lowest oftraded ~~Tekturna®~~price ~~while~~(as ~~balancing~~reported aby ~~broad~~Bloomberg ~~antihypertensive~~Finance ~~portfolio~~L.P.) ~~across~~during ~~several~~the ~~Novartis~~five ~~divisions. His~~trading ~~region~~days ~~also~~immediately ~~led~~following the ~~nation~~date inthe ~~market~~Investors ~~share~~receive ~~for~~the ~~Exelon®~~Put ~~and~~Shares ~~Exelon~~via ~~Patch®. In~~DWAC ~~2008,~~associated ~~Mr.~~with ~~Dinges~~the ~~became~~applicable Put Notice (the ~~Respiratory~~“Valuation &Period”). ~~Infectious~~The ~~Disease~~closing ~~Specialty~~of ~~Medicines~~a ~~Director. In~~Put ~~2009,~~Notice ~~Mr.~~shall ~~Dinges~~occur ~~joined~~within ~~Amgen~~one ~~Inc.~~trading asday ~~Executive~~following ~~Director~~the end of ~~Region~~the ~~Sales~~respective Valuation Period, ~~Bone~~whereby ~~Health~~(i) ~~Business~~the ~~Unit. Mr.~~Investors ~~Dinges~~shall ~~led~~deliver ~~his~~the ~~region~~investment ~~team~~amount to athe ~~highly~~Company ~~successful~~by ~~launch~~wire transfer of ~~monoclonal~~immediately ~~antibody,~~available ~~Prolia®,~~funds ~~across~~and (ii) the ~~southeastern~~Investors ~~United~~shall ~~States~~return ~~and~~surplus ~~Puerto~~Put ~~Rico. Most~~Shares ~~recently~~if Mrthe value of the Put Shares delivered to the Investors causes the Company to exceed the maximum commitment amount. ~~Dinges~~The ~~served~~Company asshall ~~Senior~~not ~~Vice~~deliver ~~President,~~another ~~Chief~~Put ~~Commercial~~Notice ~~Officer~~to the Investors within seven trading days of ~~Aeterna~~a ~~Zentaris,~~prior ~~Inc~~Put Notice.

~~(e) Compensation Agreements~~2

~~Employment~~The right of the Company to issue and sell the Put Shares to the Investors is subject to the satisfaction of certain closing conditions, including, but not limited to, (i) an effective Registration Statement for resale by the Investors of the Put Shares and Commitment Shares, (ii) the accuracy of the Company’s representations and warranties, (iii) the Company’s performance of its obligations under the Purchase Agreement in all material respects, (iv) no suspension of trading or delisting of the Common Stock, (v) limitation of Investor’s beneficial ownership to no more than 9.99%, (vi) the Company’s maintaining its DWAC-eligible status, (vii) the Company maintaining a sufficient share reserve, and (viii) the minimum pricing for the Put Shares in the five trading days immediately preceding the respective Put Date exceeding $0.01.

The ~~Company~~obligation ~~and~~of ~~Mr.~~the ~~Dinges~~Investors ~~entered~~to ~~into~~purchase anCommon ~~employment~~Stock ~~agreement~~from the Company will expire (the “~~Executive~~Commitment ~~Employment Agreement~~Period”) on the earlier of (i) the date on which ~~provides~~the ~~for~~Investors shall have purchased $10,000,000 value of shares of Common Stock from the ~~following:~~Company pursuant to the Financing, (ii) January 31, 2021, or (iii) upon the Company’s provision of written notice to the Investors that it elects to terminate the Financing. Neither the Investors, nor any affiliate of the Investors acting on its behalf or pursuant to any understanding with it, will execute any short sales during the period from the date hereof to the end of the Commitment Period.

~~Initial~~Pursuant ~~Base~~to ~~Salary~~the -terms ~~$175~~of the Registration Rights Agreement,~~000~~ ~~per~~the ~~year~~Company must file the Registration Statement which relates to the resale by the Investors of the Put Shares and Commitment Shares by March 16, 2018.

~~Annual~~On ~~Incentive~~the ~~Plan~~Closing ~~Performance~~Date, ~~Bonus~~the --Company ~~annual~~reserved ~~performance~~64,725,377 ~~bonus~~shares ~~under~~of anCommon ~~executive~~Stock ~~annual~~from ~~incentive~~its ~~plan~~authorized ~~with~~and anunissued ~~initial~~Common ~~target~~Stock ofto ~~45%~~provide for all issuances of ~~annual~~Common ~~base~~Stock ~~salary~~under the Notes, the Warrants and the Financing.

~~Bonus~~In ~~payments~~connection ~~will~~with bethe ~~payable~~financing ~~for~~transactions ~~superior~~described ~~achievement~~above, on January 31, 2018, L2 and SBI entered into that certain Trading Agreement (“Trading Agreement”) pursuant to which each of ~~applicable~~L2 ~~performance~~and ~~goals~~SBI ~~for~~agreed, as parties to the Trading Agreement, to establish a ~~given~~plan ~~fiscal~~for ~~year~~the orderly trading of the shares of Common Stock acquired from the Company under the Equity Purchase Agreement (the “Purchase Shares”). Among other things, asthe ~~determined~~plan to be established under the Trading Agreement will require that (i) the Purchase Shares be held by a designated brokerage firm (“Broker”) for the ~~Compensation~~account ~~Committee~~of L2 and ~~approved~~SBI bypursuant to an account agreement, (ii) the parties will direct the Broker to execute trades of the Purchase Shares, from time to time, one order in each instance (each, an “Order”); (iii) upon the execution of any Order, any and all ~~independent~~proceeds ~~Directors~~resulting from the same shall be distributed 50% to L2 and 50% to SBI.

~~Equity~~The ~~Incentive~~foregoing -summary ~~Mr.~~description ~~Dinges~~of ~~was~~the ~~granted~~terms ~~300~~of the documents (collectively,~~000~~ ~~shares~~the of“Transaction ~~restricted~~Documents”) ~~stock~~pursuant ~~that~~to ~~will~~which ~~vest~~the ~~upon~~transactions ~~successful~~described ~~commercialization~~above were consummated on January 31, 2018, may not contain all information that is of ~~AsepticSure~~interest into the Ureader.S. ~~market~~For atfurther ~~levels~~information toregarding bethe ~~determined~~terms byof the ~~Board~~Transaction ofDocuments, ~~Directors;~~reference is made to such Transaction Documents, which are filed hereto as Exhibits 10.1 – 10.9, and which are incorporated herein by this reference.

~~Health~~Item ~~Benefits~~3.02 Unregistered -Sales ~~Traditional~~of ~~plan~~Equity ~~benefits as provided by the Company to other executive employees~~Securities.

The ~~Company~~information ~~has~~provided ~~also~~above ~~agreed~~in to“Item a1.01 ~~change~~– ofEntry ~~control~~into ~~provision~~a ~~that~~Material ~~will~~Definitive ~~pay~~Agreement” ~~severance~~of ~~compensation~~this toCurrent ~~Mr.~~Report ~~Dinges~~on inForm ~~the~~8-K ~~event his employment~~ is ~~terminated~~incorporated ~~without~~by ~~cause~~reference orinto ~~for~~this ~~good~~Item ~~reason (as defined in the agreement) following a change of control~~3.02.

~~Except~~The ~~for~~issuance of the ~~foregoing~~Commitment ~~agreements~~Shares, ~~there~~the ~~are~~Warrants noand ~~arrangements~~the orissuance ~~understandings~~of ~~with~~the shares of the Company’s ~~pursuant~~Common toStock ~~which~~upon ~~Mr.~~exercise ~~Dinges~~of ~~was~~the ~~appointed~~Warrants asand ~~its~~the ~~Executive~~issuance ~~Vice~~of ~~President~~shares –of ~~Chief~~Common ~~Commercial~~Stock ~~Officer. There~~in connection with the Financing are noexempt ~~family~~from ~~relationships~~registration ~~between~~under ~~Mr.~~Section ~~Dinges~~4(a)(2) ~~and~~of ~~any~~the ~~director~~Securities orAct ~~executive~~of ~~officer~~1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the ~~Company~~Act in transactions not involving a public offering, orincluding, ~~any~~but ~~person~~not ~~nominated~~limited orto ~~chosen~~the exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the ~~Company~~Securities toand ~~become~~Exchange Commission under the Act for offers and sales of restricted securities in a ~~director~~private, ornon-public ~~executive~~transaction ~~officer~~to accredited investors, as defined in Rule 501 of Regulation D.

Item 8.01 Other Events.

The Company incorporates by reference herein the Press Release (attached as Exhibit 99.1) announcing the ~~executive~~closing ~~officer~~of ~~change~~the ~~set~~transactions ~~forth~~described ~~in Item 5.02~~ above.

~~Item 9.01 Financial Statements and Exhibits.~~3

Item 9.01 Financing Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Employment Agreement between Medizone International, Inc. and Jude P. Dinges dated as of January 30, 2018
10.2		Addendum to Employment Agreement between Medizone International and Jude P. Dinges dated as of January 30, 2018
99.1		Press release

10.1 Securities Purchase Agreement, dated January 31, 2018, by and between the Company and L2 Capital, LLC.

~~SIGNATURE~~10.2 Securities Purchase Agreement, dated January 31, 2018, by and between the Company and SBI Investments LLC, 2014-1

10.3	Convertible Promissory Note, dated January 31, 2018, made by the Company in favor of L2 Capital, LLC.

10.4	Convertible Promissory Note, dated January 31, 2018, made by the Company in favor of SBI Investments LLC, 2014-1

10.5	Common Stock Purchase Warrant, dated January 31, 2018, by and between the Company and L2 Capital LLC.

10.6	Common Stock Purchase Warrant, dated January 31, 2018, by and between the Company and SBI Investments LLC, 2014-1

10.7	Equity Purchase Agreement, dated January 31, 2018, by and between the Company and the Investors

10.8	Registration Rights Agreement, dated January 31, 2018, by and between the Company and the Investors

10.9	Trading Agreement, dated January 31, 2018, by and between L2 Capital LLC and SBI Investments LLC, 2014-1

99.1	Press Release dated January 31, 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.

~~Medizone International, Inc. By~~Date: ~~/s/~~February ~~Philip~~5, ~~A. Theodore Philip A. Theodore Executive Vice President~~2018

~~Date~~MEDIZONE INTERNATIONAL, INC. By: ~~February~~/s/ 1,David ~~2018~~A. Dodd Chief Executive Officer

Exhibit Index

10.1 Securities Purchase Agreement, dated January 31, 2018, by and between the Company and L2 Capital, LLC.

10.2	Securities Purchase Agreement, dated January 31, 2018, by and between the Company and SBI Investments LLC, 2014-1

10.3	Convertible Promissory Note, dated January 31, 2018, made by the Company in favor of L2 Capital, LLC.

10.4	Convertible Promissory Note, dated January 31, 2018, made by the Company in favor of SBI Investments LLC, 2014-1

10.5	Common Stock Purchase Warrant, dated January 31, 2018, by and between the Company and L2 Capital LLC.

10.6	Common Stock Purchase Warrant, dated January 31, 2018, by and between the Company and SBI Investments LLC, 2014-1

10.7	Equity Purchase Agreement, dated January 31, 2018, by and between the Company and the Investors

10.8	Registration Rights Agreement, dated January 31, 2018, by and between the Company and the Investors

10.9	Trading Agreement, dated January 31, 2018, by and between L2 Capital LLC and SBI Investments LLC, 2014-1

99.1	Press Release dated January 31, 2018

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