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 31, 2014

 

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.)

 

 



18552 MacArthur Blvd., Suite 325, Irvine, California 92612

 

(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)

¨

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))

 

 




Item 1.01 Entry into a Material Definitive Agreement.

See Item 3.02.

Item 3.02 Unregistered Sales of Equity Securities.


Series B Offering


On January 31, 2014 and February 5, 2014, T rue Drinks Holdings, Inc. (the “ Company ” ) received gross proceeds of $ 1.67 million from the sale of 417,500 shares of Series B Convertible Preferred Stock ( “ Series B Preferred ” ) to certain accredited investors (ea ch an “ Investor ” and collectively, the “ Investors ” ) in connection with the Series B Offering, previously disclosed by the Company in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 26, 2013. As additional consideration for the purchase of shares of Series B Preferred , the Company issued to the Inv estors five-year warrants (the “ Warrants ” ) to purchase an aggregate total of approximately 1.94 million shares of the Company's common stoc k, par value $0.001 per share ( “ Common Stock ” ) , for $0.30 per share. Each Investor submitted to the Company a signed Securities Purchase Agreement and became a signatory to the Registration Rights Agreement, by and between the Company and all Investors participating in the Series B Offering, dated November 25, 2013. Proceeds from the Series B Offering are expected to be used for general working capital purposes.


Both Merriman Capital, Inc. ( “ Merriman ” ) and Candlewood Partners ( “ Candlewood ” ) acted as placement agents for the February 5, 2014 transaction (the “ February 5 th Release ” ) .  As consideration for their services, Merriman and Candlewood received: (i) cash compensation of $18,050 and $53,550, respectively ; (ii) five-year warrants to purchase 51,400 and 91,800 shares of the Company ’ s Common Stock for $0.25 per share , respectively ; and (iii) five-year warrants to purchase 14,992 and 26,775 shares of the Company ’ s Common Stock for $0.3 0 per share , respectively (collectively, the “ Placement Agent Warrants ” ).


The February 5 th Release represent s the fina l issuance in the Series B Offering. In total, the Company received gross proceeds of $8.0 million, and issued 2.0 million shares of Series B Preferred and Warrants to purchase approximately 9.3 million shares of Common Stock over the course of the Series B Offering. A copy of the press release announcing the completion of the Series B Offering is attached to this Current Report on Form 8-K as Exhibit 99.1.


Note Conversions


On January 31 , 2014, the Company completed the exchange of debt held by certain holders of the Company ’ s outstanding promissory notes (the “ Holders ” ) . In total, the Holders exchanged certain promissory notes in the aggregate total amount of approximately $815,770 in principal, accrued interest and fees, for 203,947 shares of Series B Preferred and Warrants to purchase 951,742 shares of Common Stock , on substantially similar terms to the Series B Offering. Together with the Note Conversions disclosed in the Company ’ s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 5, 2013, the Company has converted outstanding promissory notes totaling approximately $1.76 million in principal, accrued interest and fees into approximately 400,000 shares of Series B Preferred and Warrants to purchase approximately 1.78 million shares of Common Stock .


The s hares of Series B Preferred, Warrants and Placement Agent Warrants were offered and sold in transactions exempt from registration under the Secur ities Act of 1933, as amended ( “ Securities Act ” ), in reliance on Section 3(a)(9) and /or Section 4(2) thereof and Rule 506 of Regula tion D thereunder. Each of the I nvestors and Holders, and Merriman and Candlewood represented that it was an “ accredited investor ” as defined in Regulation D.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.


On February 6, 2014, the Company filed an amendment to its Articles of Incorporation with the Nevada Secretary of State (the “ Amendment ” ) to increase the total authorized shares of the Company's Common Stock from 40.0 million shares to 120.0 million shares. A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1. The Company previously disclosed information with respect to the Amendment in the Consent Solicitation Statement on Schedule 14A, filed with the Securities and Exchange Commission on January 13, 2014.


Item 5.07  Submission of Matters to a Vote of Security Holders.


Between January 14, 2014 and February 6, 2014, the Company solicited written consents from its shareholders, requesting approval of certain matters pursuant to the Consent Solicitation Statement on Schedule 14A filed with the Securities and Exchange Commission on January 13, 2014 (the “ Consent Solicitation ” ). The results of the Consent Solicitation are set forth below.


Proposal No. 1- Amendment to Increase the Company ’ s Authorized Stock


For


Against


Abstain


27,880,022


9,432,151


102,003



Written consents

representing at least 27,811,074 votes ‘ FOR ’ this Proposal, or a majority of the shares of the Company ’ s voting stock as of the December 27, 2013 (the “ Record Date ” ), were required to approve the Amendment. Accordingly, the Amendment to increase the total number of the Company ’ s authorized shares Common Stock from 40.0 million shares to 120.0 million shares was approved.


Proposal No. 2- 2013 Stock Incentive Plan


For


Against


Abstain


17,994,480


14,514,629


4,905,067



Written consents

representing at least 27,811,074 votes ‘ FOR ’ this Proposal, or a majority of the shares of the Company ’ s voting stock as of the Record Date were required to approve the 2013 Stock Incentive Plan. Accordingly, the 2013 Stock Incentive Plan was not approved.


For more information about the foregoing proposals, please review the Consent Solicitation Statement on Schedule 14A filed with the Securities and Exchange Commission on January 13, 2014, filed with the Securities and Exchange Commission on June 12, 2013.


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: February 6, 2014

 

By:

 /s/ Daniel Kerker

 

 

 

Daniel Kerker

 

 

 

Chief Financial Officer

 

 

 






EXHIBIT INDEX


Exhibit Number

 

Description

3.1

 

Certificate of Amendment to the Articles of Incorporation of True Drinks Holdings, Inc., dated February 6, 2014

99.1


Press Release, dated February 6, 2014





                                                                       


CERTIFICATE OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

TRUE DRINKS HOLDINGS, INC.



         True Drinks Holdings, Inc., a Nevada corporation (the " Corporation "), does hereby certify that:


         FIRST: This Certificate of Amendment amends the provisions of the Corporation's Articles of Incorporation (the " Articles of Incorporation ").


         SECOND: The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 78.380 of the Nevada Revised Statutes and shall become effective immediately upon filing this Certificate of Amendment.


         THIRD: The first paragraph of Article III, Section 1 of the Articles of Incorporation is hereby amended in its entirety and replaced with the following:


“ Authorized Shares of Common Stock. The aggregate number of shares of stock which the corporation shall have authority to issue is 120,000,000 shares of $0.001 par value Common Stock. The shares of this class of Common Stock shall have unlimited voting rights and shall constitute the sole voting group of the corporation, except to the extent any additional voting group or groups may have been or hereafter will be established in accordance with the Nevada Revised Statutes. The shares of this class shall also be entitled to receive the net assets of the corporation upon dissolution. ”

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officers thereunto duly authorized this 5 th day of February, 2014.


                                    By:


/s/ Daniel Kerker

                                    Name:  Daniel Kerker

                                    Title: Chief Financial Officer




True Drinks Completes $8 Million Financing to Support Growth of AquaBall ™ Naturally Flavored Water

 

IRVINE, CA – (Marketwire – February 6, 2014) – True Drinks, Inc. (OTC BB: TRUU), a healthy beverage provider with major entertainment and media company licensing agreements for use of their characters on its proprietary, patented bottles, today announced the successful completion of its $8 million preferred equity financing.

 

Lance Leonard, Chief Executive Officer of True Drinks, commented, "Today, we are excited to close out our financing and begin the next phase of business development with True Drinks, Inc. and our brand AquaBall TM Naturally Flavored Water. From inception, we knew that our zero-calorie, vitamin water for kids was going to be well received by the retail community, as well as consumers across the globe. We also knew that adequate capital was needed to fuel our rapid growth. We now find ourselves in a dominant position to build our market share and capitalize on the tremendous growth opportunity in the healthy beverage market for kids. Our investors have been supportive and generous in providing us the tools that we need to accelerate our growth plans. ”

 

Dan Kerker, Chief Financial Officer, added, "We would like to thank Merriman Capital for their help in securing this equity raise and for expanding our capital base with the group of strong institutional and family-office investors they brought into this deal."

 

The Company issued one preferred share for every $4.00 invested. Each preferred share comes with a 5% coupon payable quarterly and is convertible into 16 shares of the Company's common stock. Each investor also received warrant coverage equal to 35% of their investment at an exercise price of $0.30 per share.

 

About True Drinks, Inc.

True Drinks, Inc. is a beverage company with licensing agreements with major entertainment and media companies for use of their characters on its proprietary, patented bottles. AquaBall TM Naturally Flavored Water, the Company's vitamin-enhanced water that was created as a 0 calorie, sugar-free alternative to juice and soda for kids, is currently being sold into mass-market retailers throughout the United States. For more information, please visit www.theaquaball.com and www.truedrinks.com.

 

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.

18552 MacArthur Blvd., Ste. 325

Irvine, CA 92612

ir@truedrinks.com

949-203-3500