0001654954-17-010080.txt : 20171106 0001654954-17-010080.hdr.sgml : 20171106 20171106151030 ACCESSION NUMBER: 0001654954-17-010080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171106 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171106 DATE AS OF CHANGE: 20171106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: True Drinks Holdings, Inc. CENTRAL INDEX KEY: 0001134765 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 841575085 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32420 FILM NUMBER: 171179305 BUSINESS ADDRESS: STREET 1: 18662 MACARTHUR BOULEVARD STREET 2: SUITE 110 CITY: IRVINE STATE: CA ZIP: 91612 BUSINESS PHONE: 9492033500 MAIL ADDRESS: STREET 1: 18662 MACARTHUR BOULEVARD STREET 2: SUITE 110 CITY: IRVINE STATE: CA ZIP: 91612 FORMER COMPANY: FORMER CONFORMED NAME: BAZI INTERNATIONAL, INC. DATE OF NAME CHANGE: 20100803 FORMER COMPANY: FORMER CONFORMED NAME: XELR8 HOLDINGS, INC. DATE OF NAME CHANGE: 20070321 FORMER COMPANY: FORMER CONFORMED NAME: VITACUBE SYSTEMS HOLDINGS INC DATE OF NAME CHANGE: 20040331 8-K 1 truu8k_nov62017.htm CURRENT REPORT Untitled Document
 

 
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): November 6, 2017
 
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.)
 
 
4 Executive Circle, Suite 280, Irvine, California 92614
 
(Address of principal executive offices)
 
 
 
(949) 203-3500
 
(Registrant’s Telephone Number)
 
 
 
18662 MacArthur Blvd., Suite 110, Irvine, California 92612
 
(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:
 
☐ 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 8.01 Other Events.
 
            True Drinks Holdings, Inc. (the “Company”) today issued a press release announcing that its Board of Directors, working together with its management team and legal and financial advisors, has commenced a process to explore and evaluate potential strategic alternatives focused on maximizing shareholder value.  In addition, the Company announced that management has been invited to present at Maxim Group’s Innovative Leaders in Beverage Institutional Investor Conference on Thursday November 9, 2017 in New York City. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
 
Disclaimer
 
            In accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
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: November 6, 2017
 
By:
/s/ Dan Kerker
 
 
 
Dan Kerker
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
 
Press Release, dated November 6, 2017.
 
 
 
 
 

 
 
EX-99.1 2 ex99-1.htm PRESS RELEASE Blueprint
 
Exhibit 99.1
 
True Drinks Announces Exploration of Strategic Alternatives; Presenting at
Maxim Beverage Conference
 
IRVINE, CA – (November 6, 2017) - True Drinks Holdings, Inc. (OTC PINK: TRUU) (the “Company” or “True Drinks”), makers of AquaBall® Naturally Flavored Water, the healthiest children's beverage on the market and Bazi® All Natural Energy, today announced that its Board of Directors, working together with its management team and legal and financial advisors, has commenced a process to explore and evaluate potential strategic alternatives focused on maximizing shareholder value. These alternatives could include, among other things, the sale of the company, a merger with another party, a strategic transaction, or continuing to execute on the Company’s business plan.
 
"True Drinks’ Board of Directors is committed to fully evaluating appropriate strategic alternatives while simultaneously supporting the Company's management and employees in their ongoing efforts to innovate the beverage category and meet the needs of consumers looking for healthy beverages with all-natural ingredients and a focus on zero calories and zero sugar," said James J. Greco, CEO of True Drinks. "We believe pursuing these complementary paths is in the best interests of our shareholders and is designed to maximize the Company’s value."
 
The Company's Board has not set a timetable for this process nor has it made any decisions related to any strategic alternatives at this time. There can be no assurance that the exploration of strategic alternatives will result in a transaction. The Company does not intend to provide updates unless or until it determines that further disclosure is appropriate or necessary. Maxim Group, LLC is acting as financial advisor to the Company. Disclosure Law Group, a Professional Corporation, of San Diego, California is acting as legal advisor.
 
In addition, the Company also announced that management has been invited to present at Maxim Group’s Innovative Leaders in Beverage Institutional Investor Conference on Thursday November 9, 2017 in New York City. Management will be available for one-on-one meetings as well as participating in a panel discussion where the Company will unveil its latest new products and discuss its financial performance and outlook for 2018. For further information, or to RSVP to the event or to request a one-on-one meeting, investors may contact ConfRSVP@maximgrp.com.
 
Mr. Greco added, “AquaBall continues to innovate the category and meet the needs of consumers looking for children’s beverages with zero calories, zero sugar and all-natural ingredients. AquaBall is far healthier for kids than anything else on the market. Awareness of the issues caused by excess sugar consumption in children continues to grow. Our goal is to be a solution to the epidemics of childhood obesity and juvenile diabetes.”
 
AquaBall is available at major retailers as well as a growing list of convenience stores and is available in four flavors in our single bottle and six-pack offerings. Both AquaBall and Bazi are available on Amazon.com.
 
About True Drinks
 
True Drinks Holdings, Inc., the holding company for True Drinks, Inc., is a healthy beverage provider. Its flagship product is AquaBall® Naturally Flavored Water a healthy alternative to the other products in the children’s beverage market. True Drinks has licensing agreements with Disney and Marvel for use of their characters on bottles of AquaBall. AquaBall is a naturally flavored, vitamin-enhanced, zero-calorie, preservative-free, dye-free, sugar-free alternative to juice and soda. AquaBall is currently available in four flavors: fruit punch, grape, strawberry lemonade and berry. Their target consumers: kids, young adults, and their guardians, are attracted to the product by the entertainment and media characters on the bottle and continue to consume the beverage because of its healthy benefits and great taste. For more information, please visit www.aquaballdrink.com and www.truedrinks.com. Investor information can be found at www.truedrinks.com/investor-relations/. Proudly made in the USA.
 
 
 
 
FORWARD-LOOKING STATEMENTS 
 
Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "project," "predict," "if," "should" and "will" and similar expressions as they relate to True Drinks, Inc. are intended to identify such forward-looking statements. True Drinks, Inc. may from time to time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations or the anticipated benefits of the merger and other aspects of the proposed merger should not be construed in any manner as a guarantee that such results or other events will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see "Risk Factors" in True Drink's report on Form 10-K filed with the Securities and Exchange Commission and its other filings under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.
 
Contact:
 
Investor Relations
True Drinks, Inc.
4 Executive Circle, Ste. 280
Irvine, CA 92614
ir@truedrinks.com
949-203-3500
 
 
 
 
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