UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2016
TRUE DRINKS HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
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Nevada |
001-32420 |
84-1575085 |
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(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
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18662 MacArthur Blvd., Suite 110, Irvine, California 92612 |
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(Address of principal executive offices) |
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(949) 203-3500 |
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(Registrant’s Telephone Number) |
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Not Applicable |
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(Former name or address, if changed since last report) |
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 |
Entry into a Material Definitive Agreement. |
See Item 3.02.
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Item 3.02 |
Unregistered Sales of Equity Securities. |
On July 14, 2016, True Drinks Holdings, Inc. (the “Company”) and Red Beard Holdings, LLC (“Red Beard”) entered into an amendment to the Securities Purchase Agreement (the “Purchase Agreement Amendment”), first dated April 13, 2016 (the “Purchase Agreement”) and executed as a part of the Company’s Series C Offering, the details of which were disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2016. Pursuant to the terms and conditions of the Purchase Agreement Amendment, the Company and Red Beard agreed to modify the closing schedule for the remaining 25,000 shares of the Company’s Series C Convertible Preferred Stock (“Remaining Shares”) to be purchased by the Purchasers (as defined in the Purchase Agreement). 10,000 of the Remaining Shares will now be purchased on or before July 15, 2016, with the final 15,000 Remaining Shares to be purchased on or before August 31, 2016.
On July 15, 2016, in accordance with the Purchase Agreement, as amended by the Purchase Agreement Amendment, the Company sold 10,000 of the Remaining Shares to Red Beard. As additional consideration, the Company issued Warrants to Red Beard to purchase approximately 6.6 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) for $0.15 per share.
Between July 15th and July 19th, the Company received executed Purchase Agreements and Purchase Agreement Amendments from certain accredited investors to purchase, as Purchasers in the Series C Offering, an aggregate total of 1,600 of the Remaining Shares. As additional consideration, these Purchasers received Warrants to purchase an aggregate total of approximately 1.07 million shares of Common Stock for $0.15 per share.
To date, the Company has received aggregate gross proceeds of $3.66 million from the Series C Offering, and expects to receive an additional $1.34 million on or before August 31, 2016. The Company expects to use these proceeds for general working capital purposes.
The offer and sale of the Remaining Shares and Warrants reported herein were conducted in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder. Red Beard and the Purchasers represented that each was an "accredited investor" as defined in Regulation D, and were not subject to the “Bad Actor” disqualifications described in Rule 506(d).
The foregoing descriptions of the Purchase Agreement, Purchase Agreement Amendment and Warrant do not purport to be complete, and are qualified in their entirety by reference to the full text of the form of Purchase Agreement and form of Warrant, attached to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2016 as Exhibits 10.1 and 10.2, respectively, and the form of Purchase Agreement Amendment attached hereto as Exhibit 10.1, each of which are incorporated by reference herein. Complete disclosure regarding the Series C Offering may be found under Item 3.02 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2016.
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Item 9.01 |
Financial Statements and Exhibits. |
See Exhibit Index.
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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.
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TRUE DRINKS HOLDINGS, INC. |
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Date: July 20, 2016 |
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By: |
/s/ Daniel Kerker |
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Daniel Kerker |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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10.1 |
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Form of Amendment No. 1 to Securities Purchase Agreement, dated July 14, 2016. |
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 (the “Amendment”) to the Securities Purchase Agreement, dated April 12, 2016 (the “Purchase Agreement”), is entered into as of July __, 2016 by and between True Drinks Holdings, Inc., a Nevada corporation (the “Company”), and each of the parties (individually, a “Purchaser” and collectively the “Purchasers”) identified in the signature pages hereto. Unless otherwise specified herein, all capitalized terms set forth in this Amendment shall have the meanings as set forth in the Purchase Agreement.
RECITALS
WHEREAS, on April 12, 2016, the Company and the Purchasers entered into the Purchase Agreement, wherein the Purchasers agreed to purchase an aggregate total of 50,000 shares of Series C Convertible Preferred Stock (the “Preferred Stock”) for $100.00 per share over the course of two Investment Dates, and, as additional consideration, the Company agreed to issue to the Purchasers Warrants to acquire that number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a price of $0.15 per share equal to 100% of the Conversion Shares issuable upon conversion of the Preferred Stock purchased by such Purchaser on any particular Investment Date;
WHEREAS, Purchaser Red Beard Holdings, LLC, a California limited liability company (“Red Beard”) purchased 25,000 shares of Preferred Stock on the Initial Investment Date, April 12, 2016, and agreed to purchase an additional 25,000 shares of Preferred Stock on or before the Second Investment Date, currently defined in the Purchase Agreement as July 12, 2016;
WHEREAS, the Company and the Purchasers now desire to enter into this Amendment to: (i) modify the definition of “Second Investment Date” to mean July 15, 2016; (ii) decrease the number of shares of Preferred Stock to be purchased on or before the Second Investment Date to 10,000 shares; and (iii) to create an additional Investment Date by which the Purchasers to purchase the remaining 15,000 shares of Preferred Stock.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree as follows:
1.
Section 1(b) of the Purchase Agreement is hereby amended and replaced in its entirety with the following:
“(b)
Amounts; Timing of Funding. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, each Purchaser, severally and not jointly, agrees to purchase, no later than the following dates, the Securities issuable upon receipt of the aggregate Purchase Price set forth opposite each date (each date, an “Investment Date”) on such Purchaser’s Execution Page:
Investment Date | Amount of Purchase | No. of Shares |
On or before April 12, 2016 (the “Initial Investment Date”) | $2,500,000.00 | 25,000 |
On or before July 15, 2016 (the “Second Investment Date”) | $1,000,000.00 | 10,000 |
On or before August 31, 2016 (the “Third Investment Date”) | $1,500,000.00 | 15,000 |
1.
The Company represents and warrants to the Purchasers as follows:
(a)
Except as the same may be qualified by any attachment hereto updating disclosures in any existing exhibit to the Purchase Agreement, the representations, warranties and covenants of the Company made in the Transaction Documents remain true and accurate and are hereby incorporated in this Amendment by reference and reaffirmed as of the date hereof.
(b)
The Company has performed, in all material respects, all obligations required to be performed by it under the Transaction Documents, and no default exists thereunder or an event which, with the passage of time or giving of notice or both, would constitute a default.
(c)
The execution, delivery and performance of this Amendment are within the power of the Company and are not in contravention of law, of the Company’s Articles of Incorporation, Bylaws or the terms of any other documents, agreements or undertakings to which the Company is a party or by which the Company is bound. No approval of any person, corporation, governmental body or other entity not provided herewith is a prerequisite to the execution, delivery and performance by the Company of this Amendment or any of the documents submitted to the Purchasers in connection with the this Amendment, to ensure the validity or enforceability thereof.
(d)
When executed on behalf of the Company, this Amendment will constitute the legally binding obligations of the Company, enforceable in accordance with their terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now existing or hereafter enacted relating to or affecting the enforcement of creditors’ rights generally, and the enforceability may be subject to limitations based on general principles of equity (regardless of whether such enforceability is considered a proceeding in equity or at law).
2.
In the event any conflicts between this Amendment and the terms and conditions set forth in the Purchase Agreement arise, the terms and conditions set forth herein shall control. Notwithstanding the execution of this Amendment, all other terms and conditions of the Purchase Agreement shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. The Purchasers do not, in any way, waive the Company’s obligations to comply with any of the provisions, covenants and terms of the Purchase Agreement (as amended hereby) and the other Transaction Documents.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Amendment is executed as of the day and year first written above.
ADDRESS: | TRUE DRINKS HOLDINGS, INC. | ||
18662 MacArthur Boulevard, Suite 110 Irvine, CA 92612 | |||
By: ______________________ Name: Title: | |||
ADDRESS: | PURCHASER | ||
By: _______________________ Name: Title: | |||