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 5, 2019

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

Nevada 000-55096 EIN 99-0367049
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

14646 N. Kierland Blvd., Suite 255
Scottsdale, Arizona 85254
(Address of principal executive offices and 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:

[X] 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 1.01. Entry into a Material Definitive Agreement.

On October 31, 2019, The Alkaline Water Company Inc. (the “Company”), AQUAhydrate, Inc. (“AQUAhydrate”) and AWC Acquisition Company Inc. (the “Merger Sub”), a wholly-owned subsidiary of the Company, entered into the Amendment to the Agreement and Plan of Merger (the “Amendment”), which amended the terms of the Agreement and Plan of Merger (together with the Amendment, the “Merger Agreement”) dated September 9, 2019 by and among the Company, AQUAhydrate and the Merger Sub.

The Amendment extended the date after which either the Company or AQUAhydrate can terminate the Merger Agreement if the merger contemplated under the Merger Agreement has not been consummated to January 31, 2020 (from October 31, 2019).

Important Information For Investors And Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

In connection with the proposed transaction between the Company and AQUAhydrate, the Company will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 of the Company that will include a joint proxy statement of the Company and AQUAhydrate that also constitutes a prospectus of the Company, and a definitive joint proxy statement/prospectus will be mailed to stockholders of the Company and AQUAhydrate. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND AQUAHYDRATE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov.

Certain Information Regarding Participants

The Company, AQUAhydrate, and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended March 31, 2019, which was filed with the SEC on July 1, 2019. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits

2.1

Amendment to the Agreement and Plan of Merger, dated as of October 31, 2019 among The Alkaline Water Company Inc., AQUAhydrate, Inc. and AWC Acquisition Company Inc.


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 5, 2019  

AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT (this “Amending Agreement”) is entered into as of October 31, 2019, by and among AQUAhydrate, Inc. a Nevada corporation (the “Company”), The Alkaline Water Company Inc., a Nevada corporation (the “Parent”), and AWC Acquisition Company Inc., a Nevada corporation and a wholly-owned Subsidiary of the Parent (the “Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in the Original Agreement (as defined below).

WHEREAS:

A.

The Company, the Parent and Merger Sub (each a “Party”, and collectively, the “Parties”) entered into an Agreement and Plan of Merger dated effective September 9, 2019 (the “Original Agreement”) pursuant to which the Parties intend that the Merger Sub be merged with and into the Company, with the Company surviving that merger on the terms and subject to the conditions set forth in the Original Agreement (the “Merger”);

   
B.

Pursuant to Paragraph 7.2(a) of the Original Agreement, the Original Agreement may be terminated by either the Parent or the Company at any time prior to the Effective Time (whether before or after the receipt of the Requisite Company Vote or the Requisite Parent Vote) if the Merger has not been consummated on or before October 31, 2019 (the “End Date”);

   
C.

Section 7.6 of the Original Agreement provides that, at any time prior to the Effective Time, the Original Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Requisite Company Vote or the Requisite Parent Vote, by written agreement signed by each of the Parties; and

   
D.

The Parties seek to amend the Original Agreement to extend the End Date on the terms and conditions herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

ARTICLE 1
AMENDMENTS TO THE ORIGINAL AGREEMENT

1.1                      Amendments

The Parties hereby agree to make the following amendments to the Original Agreement:

  (a)

Paragraph 7.2(a) of the Original Agreement is amended by deleting the reference to “October 31, 2019” and replacing it with “January 31, 2020”.


-2-

ARTICLE 2
GENERAL

2.1                      Entire Agreement

Except as amended hereby, the Original Agreement continues in full force and effect and the Original Agreement and this Amending Agreement will be read and construed together as one agreement. The Parties ratify and affirm the Original Agreement as amended hereby (the “Amended Original Agreement”), and agree that the Amended Original Agreement contains the entire understanding of the Parties hereto with respect to the subject matter hereof. The Amended Original Agreement supersedes all prior agreements and understandings between the Parties with respect to the subject matter hereof.

2.2                      Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other of them, but without further consideration, do, or cause to be done, all such other acts and execute and deliver, or cause to be executed and delivered, all such further agreements, transfers, assurances, instruments or documents as shall be reasonably required in order to fully perform and carry out the terms and intent of the Amended Original Agreement including, without limitation, the Merger.

2.3                      Governing Law

This Amending Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Nevada.

2.4                      Execution in Counterparts

This Amending Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. This Agreement will become effective when each Party to this Amending Agreement will have received counterparts signed by all of the other Parties.

[EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF the Parties have executed this Amending Agreement as of the date first above written.

  THE ALKALINE WATER COMPANY INC.

 

  By: /s/ Richard A. Wright
     
  Name: Richard A. Wright
     
  Title: President and Chief Executive Officer

 

  AQUAHYDRATE, INC.

 

  By: /s/ Matthew Howison
     
  Name: Matthew Howison
     
  Title: President

 

  AWC ACQUISITION COMPANY INC.

 

  By: /s/ Richard A. Wright
     
  Name: Richard A. Wright
     
  Title: President, Secretary and Treasurer