false 2021-11-11 0001532390 The Alkaline Water Company Inc. 0001532390 2021-11-11 2021-11-11

UNITED STATES
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

Date of Report (Date of earliest event reported): November 11, 2021

THE ALKALINE WATER COMPANY INC.
(Exact name of registrant as specified in its charter)

Nevada 001-38754 99-0367049
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

8541 E. Anderson Drive, Suite 100
Scottsdale, Arizona, United States 85255
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (480) 656-2423

Not Applicable
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common stock, par value $0.001 per share   WTER   The Nasdaq Stock Market LLC

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 3.02 Unregistered Sales of Equity Securities

On November 11, 2021, we granted an aggregate of 129,000 stock options to certain employees for the purchase of up to 129,000 shares of our common stock pursuant to our 2020 Equity Incentive Plan. Each stock option is exercisable at a price of US$1.64 per share until November 10, 2031. The stock options will vest as to 50% on each anniversary of the grant date. 

We granted the stock options to 5 U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in granting these stock options we relied on the registration exemption provided for in Section 4(a)(2) of the Securities Act of 1933.

On November 11, 2021, we granted awards of an aggregate of 2,000,000 shares of our common stock as "restricted awards" under our 2020 Equity Incentive Plan to certain directors, officers, employees and consultants. These shares will vest on January 15, 2022. The grantees have no rights or privileges as stockholders of our company with respect to the unvested shares including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.

We granted the awards of these shares to 13 U.S. Persons and 1 non-U.S. Person and in granting these awards we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933.

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

On November 11, 2021, we granted an award of 400,000 shares of our common stock to Richard A. Wright, our president, chief executive officer and director, and an award of 300,000 shares of our common stock to David A. Guarino, our chief financial officer, secretary, treasurer and director. We granted these shares as "restricted awards" under our 2020 Equity Incentive Plan. These shares will vest on January 15, 2022. The grantees have no rights or privileges as stockholders of our company with respect to the unvested shares including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.


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.

THE ALKALINE WATER COMPANY INC.

 

/s/ Richard A. Wright                                              

Richard A. Wright

President, Chief Executive Officer and Director

November 17, 2021