8-K

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): January 14, 2019

TRUE DRINKS HOLDINGS, INC.

(Exact name of Registrant as specified in its Charter)

Nevada	001-32420	84-1575085
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2 Park Plaza, Suite 1200, Irvine, CA 92614

(Address of principal executive offices)

(949) 203-3500

(Registrant’s Telephone Number)

Not Applicable

(Former name or 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 (see General Instruction A.2. below):

☐ 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐

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.

On January 14, 2019, True Drinks Holdings, Inc. (the “Company”) and True Drinks, Inc., a wholly owned subsidiary of the Company (“True”), entered into an Assignment and Assumption Agreement with Red Beard Holdings, LLC (“Red Beard”), pursuant to which the Company and True assigned, and Red Beard assumed, all outstanding rights and obligations of the Company and True due under the terms of a secured promissory note in the principal amount of $4,644,906 (the “Note”), which was originally issued by the Company, True Drinks and Red Beard jointly to Niagara Bottling, LLC on April 5, 2018, as previously disclosed in the Current Report on Form 8-K filed by the Company on April 11, 2018 (the “Assignement”). As a result of the Assignment, all obligations of the Company and True under the terms of the Note, including for the payment of amounts due thereunder, are assigned to Red Beard.

The foregoing description of the Assigment and Assumption Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of such agreement, attached hereto as Exhibit 10.1, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index.

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.

	TRUE DRINKS HOLDINGS, INC.
Date: January 22, 2019	By:	/s/ Robert Van Boerum
		Robert Van Boerum
		Principal Executive Officer and
		Principal Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Assignment and Assumption Agreement, dated January 14, 2019

EX-10

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made as of January 8, 2019 (the “Effective Date”), by and between True Drinks Holdings, Inc. and True Drinks, Inc. (together, the “Assignors”) and Red Beard Holdings, LLC (the “Assignee”).

WHEREAS, the Assignors and Vincent C. Smith (“Smith”) issued a Secured Promissory Note in the principal amount of $4,644,906 (the “Note”), to Niagara Bottling, LLC (the “Holder”) on April 5, 2018, which Note is attached hereto as Exhibit A;

WHEREAS, the Note provides that Assignors may assign its obligations under the Note, provided that the Holder provides express written consent to such assignment; and

WHEREAS, the Assignors desire to transfer to the Assignee, and the Assignee desires to assume, all outstanding rights and obligations of Assignors due under the terms of the Note, including, without limitation, the outstanding principal balance and accrued interest currently due and payable under the Note (the “Assignment”), and the Holder has been notified of the intended Assignment and, by execution of this Agreement, desires to consent to the Assignment;

WHEREAS, Assignee attests that the Red Beard Holdings, LLC Balance Sheet attached hereto as Exhibit B is true and accurate, and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereby agree as follows:

1.

Assignment. The Assignors hereby irrevocably and unconditionally assign, transfer, and deliver to the Assignee the Note and all rights and obligations of Assignors thereunder.  The parties agree and acknowledge that nothing contained in this Agreement shall relieve or terminate the obligations of Smith under the terms of the Note, including, without limitation, as an obligor under the terms of the Note for the payment of all amounts due under the terms thereof, including principal and accrued interest due thereon.

2.

Assumption. The Assignee hereby accepts such transfer and Assignment of the Note, including all rights and obligations pertaining thereto.  

3.

Consent. The Holder hereby consents to the Assignment of the Assignor’s obligations under the Note to Assignee, and to Assignee’s assumption of the rights and obligations under the Note.   The parties agree and acknowledge that as a result of this Agreement, Assignors shall be relieved of all obligations due under the terms of the Note, including, without limitation, as an obligor under the terms of the Note for the payment of all amounts due under the terms thereof, including principal and accrued interest due thereon.

4.

Governing Law. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF OR ANY OTHER PRINCIPLE THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

5.

Amendment. This Agreement may be amended only by written instrument duly signed by each of the parties to this Agreement.

6.

Further Assurances. Each party to this Agreement hereby agrees, without further consideration, to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances and assurances and take such further action as may be reasonably necessary or conducive to the full performance of the terms and provisions of this Agreement.

7.

Counterparts. This Agreement may be executed in one or more counterparts and by facsimile signature, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Holder, Assignors, and the Assignee have duly executed this Agreement as of the date first set forth above.

ASSIGNORS:	TRUE DRINKS HOLDINGS, INC.
	By:	/s/ Robert Van Boerum
		Name:  Robert Van Boerum Title: Chief Executive Officer

TRUE DRINKS, INC.
By:	/s/ Robert Van Boerum
	Name:  Robert Van Boerum Title: Chief Executive Officer

ASSIGNEE:	RED BEARD HOLDINGS, LLC
	By:	/s/ Vincent C. Smith
		Name:  Vincent C. Smith
		Title:  Manager

HOLDER:	NIAGARA BOTTLING, LLC
	By:	/s/ Cassandra Hooks
		Name:  Cassandra Hooks
		Title:  Director of Legal

Exhibit A

Secured Promissory Note

Exhibit B

Red Beard Balance Sheet