[X]
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014
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or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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84-1575085
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(State of incorporation)
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(I.R.S. Employer Identification Number)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock ($0.001 par value)
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Over the Counter
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Page
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1 | ||
8 | ||
14 | ||
14 | ||
14 | ||
15 | ||
15 | ||
16 | ||
16 | ||
20 | ||
20 | ||
20 | ||
20 | ||
21 | ||
22 | ||
24 | ||
28 | ||
33 | ||
33 | ||
34 | ||
35 |
●
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proper new product selection;
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●
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successful sales and marketing efforts;
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●
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timely delivery of new products;
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●
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availability of raw materials;
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●
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pricing of raw materials;
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●
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regulatory allowance of the products; and
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●
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customer acceptance of new products.
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High
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Low
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|||||||
2014
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||||||||
First Quarter
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$
|
0.53
|
$
|
0.22
|
||||
Second Quarter
|
$
|
0.49
|
$
|
0.28
|
||||
Third Quarter
|
$
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0.40
|
$
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0.30
|
||||
Fourth Quarter
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$
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0.38
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$
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0.13
|
||||
2013
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||||||||
First Quarter
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$
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3.50
|
*
|
$
|
0.02
|
*
|
||
Second Quarter
|
$
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2.25
|
*
|
$
|
0.85
|
*
|
||
Third Quarter
|
$
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1.04
|
*
|
$
|
0.55
|
*
|
||
Fourth Quarter
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$
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0.64
|
*
|
$
|
0.20
|
*
|
Bid price reflects the 1-for-100 reverse split of our Common Stock, which reverse split took effect on January 22, 2013.
|
Product Category
|
Year Ended
December 31,
2014
% of Sales
|
|||
AquaBall™
|
95
|
%
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||
Bazi®
|
5
|
%
|
(a)
|
Evaluation of disclosure controls and procedures.
|
(b)
|
Management's Annual Report on Internal Control over Financial Reporting.
|
(c)
|
Changes in internal controls over financial reporting.
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Name
|
Age
|
Position
|
|||
Lance Leonard
|
50
|
President, Chief Executive Officer and Director
|
|||
Daniel Kerker
|
42
|
Chief Financial Officer, Treasurer and Secretary
|
|||
Kevin Sherman
|
44
|
Chief Marketing Officer
|
|||
Scot Cohen
|
45
|
Director
|
|||
Neil LeVecke
|
47
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Director
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Name and
Principal
Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock Awards ($)
|
Option Awards
($)
(1)
|
Non-Equity Incentive Plan Compensation ($)
|
All Other Compen- sation ($)
|
Total ($)
|
|||||||||||||||||||||
Lance Leonard,
Chief Executive Officer, Director
|
2014
|
$
|
250,000
|
$
|
-
|
$
|
-
|
$
|
375,188
|
$
|
-
|
$
|
-
|
$
|
625,188
|
||||||||||||||
2013
|
$
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250,000
|
$
|
75,000
|
$
|
-
|
$
|
112,250
|
$
|
-
|
$
|
-
|
$
|
437,250
|
|||||||||||||||
Daniel Kerker,
Chief Financial Officer
|
2014
|
$
|
180,000
|
$
|
-
|
$
|
-
|
$
|
262,794
|
$
|
-
|
$
|
-
|
$
|
442,794
|
||||||||||||||
2013
|
$
|
180,000
|
$
|
88,750
|
$
|
-
|
$
|
39,375
|
$
|
-
|
$
|
-
|
$
|
308,125
|
|||||||||||||||
Kevin Sherman,
Chief Marketing Officer
|
2014
|
$
|
156,250
|
$
|
-
|
$
|
-
|
$
|
262,795
|
$
|
-
|
$
|
-
|
$
|
419,045
|
||||||||||||||
2013
|
$
|
132,500
|
$
|
37,500
|
$
|
-
|
$
|
42,385
|
$
|
-
|
$
|
-
|
$
|
212,385
|
(1)
|
The Company uses a Black-Scholes option-pricing model (the “
Black-Scholes Model
”) to estimate the fair value of the stock option grant. The use of a valuation model requires the company to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the historical volatility of the company’s stock price. In the future the average expected life will be based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. Currently it is based on the simplified approach provided by SAB 107. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of the grant. The following were the factors used in the Black Sholes Model to calculate the compensation expense:
|
For the
year ended
December
31, 2014
|
||||
Stock price volatility
|
75
|
%
|
||
Risk-free rate of return
|
0.66
|
%
|
||
Annual dividend yield
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-
|
|||
Expected life
|
30 months
|
Name
|
Grant Date
|
All Other
Option Awards:
Number of Securities
Underlying Options
(#)
|
Exercise or Base Price of Option Awards
($/ Sh)
|
||||||
Lance Leonard
|
February 7, 2014
|
491,478
|
$
|
0.25
|
|||||
Daniel Kerker
|
February 7, 2014
|
368,609
|
$
|
0.25
|
|||||
Kevin Sherman
|
February 7, 2014
|
368,609
|
$
|
0.25
|
|||||
Lance Leonard
|
July 18, 2014
|
1,718,550
|
$
|
0.38
|
|||||
Daniel Kerker
|
July 18, 2014
|
1,264,580
|
$
|
0.38
|
|||||
Kevin Sherman
|
July 18, 2014
|
1,264,582
|
$
|
0.38
|
Name
|
|
Fees earned or
Paid in Cash
($)
|
|
Option
Awards
($)
|
|
Stock
Awards
($)
|
|
Total
($)
|
||||||||
Scot Cohen
|
$
|
30,000
|
$
|
-
|
$
|
-
|
$
|
30,000
|
||||||||
Neil LeVecke
(1)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Timothy Lane
(2)
|
|
$
|
43,478
|
$
|
105,668
|
$
|
-
|
$
|
149,146
|
|||||||
Carl Wistreich
(3)
|
|
$
|
30,000
|
$
|
70,036
|
$
|
-
|
$
|
100,036
|
|||||||
Lou Imbrogno
(3)
|
$
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30,000
|
$
|
70,036
|
$
|
-
|
$
|
100,036
|
(1)
|
Mr. LeVecke was appointed to the Company’s Board of Directors on February 18, 2015, and, as such, received no director compensation during the year ended December 31, 2014.
|
(2)
|
Mr. Lane did not stand for re-election at the Company’s 2014 Annual Meeting of Stockholders.
|
(3)
|
Messrs. Wistreich and Imbrogno each resigned from the Board of Directors on March 10, 2015.
|
Option Awards
|
||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity Incentive
Plan Awards:
Number of Securities
Underlying
Unexercised
Unearned Options (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|||
Lance Leonard
|
-
|
-
|
256,725
|
$
|
0.6104
|
7/14/2015
|
||
Lance Leonard
|
-
|
122,869
|
368,609
|
$
|
0.25
|
2/7/2024
|
||
Lance Leonard
|
-
|
736,812
|
1,953,708
|
$
|
0.38
|
7/18/2021
|
||
Daniel Kerker
|
-
|
157,975
|
210,634
|
$
|
0.25
|
2/7/2024
|
||
Daniel Kerker
|
-
|
377,580
|
1,317,043
|
$
|
0.38
|
7/18/2021
|
||
Kevin Sherman
|
-
|
157,975
|
210,634
|
$
|
0.25
|
2/7/2024
|
||
Kevin Sherman
|
-
|
316,146
|
1,378,479
|
$
|
0.38
|
7/18/2021
|
(i)
|
Each of our officers and directors;
|
|
(ii)
|
All officer and directors as a group; and
|
|
(iii)
|
Each person known by us to beneficially own five percent or more of the outstanding shares of our Series B Preferred, Series C Preferred and Common Stock. Percent ownership is calculated based on 1,374,120 shares of Series B Preferred, 57,148 shares of Series C Preferred and 52,490,571 shares Common Stock outstanding at March 31, 2015.
|
Name and Address
(1)
|
Series B Convertible Preferred Stock
(2)(3)
|
% Ownership of Class
(4)
|
||||||
Scot Cohen
(5)
|
166,250
|
12.10
|
%
|
|||||
Total Officers and Directors
(1)
|
166,250
|
12.10
|
%
|
|||||
First Bank & Trust as custodian of Ronald L. Chez IRA
820 Church Street
Evanston Illinois, 60201
|
425,000
|
30.93
|
%
|
|||||
V3 Capital Partners LLC
20 East 20th Street, Apt. 6
New York, NY 10003
|
150,000
|
10.92
|
%
|
|||||
Wolfson Equities LLC
1 State Street Plaza, 29th Floor
New York, NY 10004
|
187,500
|
13.65
|
%
|
|||||
Joe Kolling
58 Beacon Bay
Newport Beach, CA 92660
|
100,000
|
7.28
|
%
|
*
|
Less than 1%.
|
(1)
|
Each of the Company’s officers and directors who do not hold shares of Series B Preferred were excluded from this table. Unless otherwise indicated, the address for each stockholder is 18552 MacArthur Blvd., Suite 325, Irvine, CA 92612.
|
(2)
|
Subject to the limitations in the Certificate of Designation, each share of Series B Preferred is convertible into that number of shares of Common Stock equal to the Stated Value, divided by the Conversion Price, as defined in the Certificate of Designation. As of March 31, 2015, the Conversion Price was $0.25.
|
(3)
|
Pursuant to the Certificate of Designation, shares of
Series B Preferred may not be converted or exercised, as applicable, to the extent that the holder and its affiliates would own more than 9.99% of the Company’s outstanding Common Stock after such conversion. The Certificate of Designation also
entitles each share of Series B Preferred to vote, on an as converted basis, along with the Common Stock;
provided, however,
that the Series B Preferred may not be voted to the extent that the holder and its affiliates would control more than 9.99% of the Company’s voting power.
|
(4)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
|
(5)
|
Includes 3,750 shares held directly by Mr. Cohen, 150,000 shares held by V3 Capital Partners and 12,500 shares held by the Scot Jason Cohen Foundation. Mr. Cohen is the Managing Partner of V3 Capital Partners and is an officer of the Scot Jason Cohen Foundation.
|
Name and Address
(1)
|
Series C Convertible Preferred Stock
|
% Ownership of Class
(2)
|
||||||
LB 2, LLC
2560 East Chapman Avenue, Suite 173
Orange, CA 92869
|
42,000
|
73.49
|
%
|
|||||
Robert B. Stewart, Jr. Separate Property Trust U/A/D 11/10/08
2007 Altura Drive
Corona del mar, CA 92625
|
3,000
|
5.25
|
%
|
|||||
Chris Turoci
974 Sandstone Dr.
Glendora, CA 91740
|
5,220
|
9.13
|
%
|
*
|
Less than 1%.
|
(1)
|
Each of the Company’s directors and officers was excluded from this table, as none of our officers or directors hold shares of Series C Preferred.
|
(2)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
|
Name, Address and Title (if applicable)
(1)
|
Number of Shares
(1)
|
% Ownership of Class
(2)
|
||||||
Lance Leonard
(3)
President, Chief Executive Officer and Director
|
1,261,475
|
2.4
|
%
|
|||||
Daniel Kerker
(4)
Chief Financial Officer, Treasurer and Secretary
|
675,978
|
1.3
|
%
|
|||||
Kevin Sherman
(5)
Chief Marketing Officer
|
711,023
|
1.3
|
||||||
Scot Cohen
(6)
Director
|
3,540,226
|
6.3
|
%
|
|||||
Neil LeVecke
Director
|
–
|
*
|
||||||
Total officers and directors
(7)
|
6,188,702
|
11.3
|
%
|
|||||
MKM Opportunity Master Fund, Ltd
(8)
28 West 44th Street, 16th Floor
New York, NY 10036
|
4,265,729
|
8.1
|
%
|
|||||
First Bank & Trust as custodian of Ronald L. Chez IRA
(9)(10)
820 Church Street
Evanston Illinois, 60201
|
11,397,294
|
9.9
|
%
|
|||||
V3 Capital Partners LLC
(11)
20 East 20th Street, Apt. 6
New York, NY 10003
|
3,242,476
|
5.8
|
%
|
|||||
Wolfson Equities, LLC
(12)
1 State Street Plaza, 29th Floor
New York, NY 10004
|
4,125,968
|
7.3
|
%
|
|||||
LB 2, LLC
(13)
2560 East Chapman Avenue, Suite 173
Orange, CA 92869
|
37,800,000
|
41.9
|
%
|
|||||
Chris Turoci
(14)
974 Sandstone Dr.
Glendora, CA 91740
|
7,090,697
|
15.7
|
%
|
*
|
Less than 1%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. All entries exclude beneficial ownership of shares issuable pursuant to options that have not vested or that are not otherwise exercisable as of the date hereof or which will not become vested or exercisable within 60 days of March 31, 2015.
|
(2)
|
Percentages are rounded to nearest one-tenth of one percent. Percentages are based on 52,490,571 shares of Common Stock outstanding. Options that are presently exercisable or exercisable within 60 days are deemed to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage of any other person.
|
(3)
|
Comprised of 33,185 shares held of record and 1,228,290 shares issuable pursuant to options which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
|
(4)
|
Comprised of 675,978 shares issuable pursuant to options which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
|
(5)
|
Comprised of 55,523 shares held of record and 655,500 shares issuable pursuant to options which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
|
(6)
|
Comprised of 33,986 shares held of record, of 64,976 shares held of record by V3 Capital Partners, of 5,430 shares held by the Scot Jason Cohen Foundation, 2,460,000 shares issuable upon conversion of 153,750 shares of Series B Preferred directly held by V3 Capital Partners, 717,500 shares issuable
upon exercise of warrants
directly held by V3 Capital Partners, 200,000 shares issuable upon conversion of 12,500 shares of Series B Preferred directly held by the Scot Jason Cohen Foundation and 58,334 shares issuable
upon exercise of warrants
directly held by the Scot Jason Cohen Foundation each of which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
Mr. Cohen is the Managing Partner of V3 Capital Partners and an officer of the Scot Jason Cohen Foundation.
|
(7)
|
Comprised of 263,086 shares of Common Stock held of record, 4,116,118 shares issuable pursuant to options, 3,216,064 shares issuable upon conversion of 201,004 shares of Series B Preferred and 927,139 shares issuable
upon exercise of warrants
, each of which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
|
(8)
|
Based on ownership information from Amendment No. 1 to Schedule 13G filed by MKM Opportunity Master Fund, Ltd. (“
MKM Opportunity
”) on October 15, 2104. Includes shares held by MKM Opportunity, MKM Capital Advisors, LLC (“
MKM Capital
”) and David Skriloff.
MKM Capital serves as investment manager to MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of Common Stock that are directly beneficially owned by MKM Opportunity. David Skriloff is the managing member of MKM Capital and the portfolio manager of MKM Opportunity, and, as such, may be deemed to hold an indirect beneficial interest in the shares of Common Stock that are directly beneficially owned by MKM Opportunity. Based on the foregoing, David Skriloff and MKM Capital hold shared dispositive power of shares owned by MKM Opportunity. Each Reporting Person disclaims beneficial ownership of all securities other than those owned of record by such Reporting Person.
|
(9)
|
Pursuant to the Certificate of Designation, shares
Series B Preferred may not be converted or exercised, as applicable, to the extent that the holder and its affiliates would own more than 9.99% of the Company’s outstanding Common Stock after such conversion (the “
Maximum Percentage Limitation
”). The Certificate of Designation also
entitles each share of Series B Preferred to vote, on an as converted basis, along with the Common Stock;
provided, however,
that the Series B Preferred may not be voted to the extent that the holder and its affiliates would control more than the Maximum Percentage Limitation.
Although the percentage ownership reflects the limitations in the Certificate of Designation, the securities reported reflects the number of shares of Common Stock that would be issuable upon full conversion of the Series B Preferred and full exercise of warrants held by Mr. Chez. Absent the Maximum Percentage Limitation, the Mr. Chez’s total holdings of Common Stock (assuming exercise of Mr. Chez’s warrants, and conversion of the Series B Preferred in full) would be 11,397,294 shares of Common Stock in the aggregate, or 18.67%.
|
(10)
|
Based on ownership information from Amendment No. 1 to Schedule 13D filed by Individual Retirement Accounts for the benefit of Ronald L. Chez, Ronald L. Chez Individually and the Chez Family Foundation. Includes 6,800,000 shares issuable upon conversion of 425,000 shares of Series B Preferred and 1,983,335 shares issuable
upon exercise of warrants
, each of which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
|
(11)
|
Comprised of 64,976 shares held of record, 2,460,000 shares issuable upon conversion of 153,750 shares of Series B Preferred and 717,500 shares issuable
upon exercise of warrants
, each of which are presently exercisable or which become exercisable within 60 days of March 31, 2015
.
|
(12)
|
Comprised of 250,968 shares held of record, 3,000,000 shares issuable upon conversion of 187,500 shares of Series B Preferred and 875,000 shares issuable
upon exercise of warrants
, each of which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
|
(13)
|
Comprised of 28,000,000 shares issuable upon conversion of 42,000 shares of Series C Preferred and 9,800,000 shares issuable upon exercise of warrants, each of which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
|
(14)
|
Comprised of 1,462,697 shares held of record, 3,480,000 shares issuable upon conversion of 5,220 shares of Series C Preferred, 720,000 shares issuable upon conversion of 45,000 shares of Series B Preferred and 1,428,000 shares issuable upon exercise of warrants, each of which are presently exercisable or which become exercisable within 60 days of March 31, 2015.
|
For the years ended
December 31,
|
||||||||
2014
|
2013
|
|||||||
Audit fees
|
$
|
56,000
|
$
|
56,000
|
||||
Tax fees
|
-
|
-
|
||||||
All other fees
|
8,265
|
-
|
||||||
Total
|
$
|
64,265
|
$
|
56,000
|
|
(a) Exhibits
|
Exhibit
No
|
Description
|
|
2.1
|
Agreement and Plan of Merger among Bazi International, Inc., Bazi Acquisition Sub, Inc., GT Beverage Company, Inc. and MKM Capital Advisors, LLC dated as of June 7, 2012, incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on June 21, 2012.
|
|
3.1
|
Articles of Incorporation, incorporated by reference from Exhibit 3.01 to Form SB-2 filed on February 27, 2001.
|
|
3.1
.1
|
Certification of Amendment to the Articles of Incorporation incorporated by reference to Exhibit 3.1.1 filed with Form 10-QSB filed November 14, 2003.
|
|
3.2
|
Amended and Restated By-laws filed with Form 10-KSB on March 3, 2005, as Exhibit 3.2, and incorporated herein by reference.
|
|
3.3
|
Amendment to the Amended and Restated Bylaws of Bazi International, Inc., incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed on October 17, 2012.
|
|
3.3
|
Amended and Restated Articles of Incorporation filed with Form 8-K on August 2, 2010 as Exhibit 3.1, and incorporated herein by reference.
|
|
3.4
|
Certification of Amendment to the Article of Incorporation with Form 8-K on May 20, 2011 as Exhibit 3.1, and incorporated herein by reference.
|
|
3.5
|
Certificate of Amendment to the Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Current Report on Form 8-K filed January 22, 2013.
|
|
3.6
|
Certificate of Amendment to the Articles of Incorporation of True Drinks Holdings, Inc., dated February 6, 2014,
incorporated herein by reference from Exhibit 3.1 to the Current Report on Form 8-K filed February 6, 2014.
|
|
4.1
|
Certificate of Designation, Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Bazi International, Inc., incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K filed on October 17, 2012.
|
|
4.2
|
Certificate of Withdrawal of the Series A Convertible Preferred Stock of True Drinks Holdings, Inc., dated February 18, 2015
,
incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed on February 23, 2015.
|
|
4.3
|
Certificate of Designation, Preferences, Rights, and Limitations of Series B Convertible Preferred Stock of True Drinks Holdings, Inc., incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K, filed November 26, 2013.
|
|
4.4
|
First Amended and Restated Certificate of Designation, Preferences, Rights and Limitations of the Series B Convertible Preferred Stock of True Drinks Holdings, Inc., dated February 18, 2015,
incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K filed on February 23, 2015.
|
|
4.5
|
Certificate of Designation, Preferences, Rights and Limitations of the Series C Convertible Preferred Stock of True Drinks Holdings, Inc., dated February 18, 2015
,
incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed on February 23, 2015.
|
|
4.6
|
First Amended and Restated Certificate of Designation, Preferences, Rights and Limitations of the Series C Convertible Preferred Stock of True Drinks Holdings, Inc., dated March 26, 2015, filed herewith.
|
|
10.1
|
Employment agreement with Lance Leonard, incorporated by reference to Exhibit 10.3 filed with the Annual Report on Form 10-K, filed April 5, 2013.
|
|
10.2
|
Employment agreement with Dan Kerker, incorporated by reference to Exhibit 10.4 filed with the Annual Report on Form 10-K, filed April 5, 2013.
|
|
10.3
|
Employment agreement with Kevin Sherman, filed herewith.
|
|
10.4
|
Form of Securities Purchase Agreement, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K, filed November 26, 2013.
|
|
10.5
|
Loan and Security Agreement, by and between the Company and Avidbank, dated November 29, 2013, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K, filed December 5, 2013.
|
|
10.6
|
2013 Stock Incentive Plan, incorporated by reference from Exhibit 10.17 to the Annual Report on Form 10-K, filed March 31, 2014.
|
|
10.7
|
Secured Promissory Note issued on September 12, 2014 by True Drinks Holdings, Inc. to Scot Cohen, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K, filed October 2, 2014.
|
|
10.8
|
Form of Secured Promissory Note, incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K, filed October 2, 2014.
|
|
10.9
|
Form of Securities Purchase Agreement, dated February 20, 2015,
incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K, filed February 23, 2015.
|
|
10.10
|
Form of Amendment No. 1 to
Securities Purchase Agreement, dated March 27, 2015, filed herewith.
|
|
10.11
|
Form of Common Stock Purchase Warrant, dated February 20, 2015,
incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K, filed February 23, 2015.
|
|
10.12
|
Form of Registration Rights Agreement, dated February 20, 2015,
incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K, filed February 23, 2015.
|
|
10.13
|
Form of Indemnification Agreement, dated February 20, 2015,
incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K, filed February 23, 2015.
|
|
10.14
|
Form of Note Exchange Agreement, dated March 27, 2015, filed herewith.
|
|
14.1
|
Code of Ethics filed with Form 10-K on March 31, 2011 and incorporated herein by reference.
|
|
14.2
|
Board Charter filed with Form 10-K on March 31, 2011 and incorporated herein by reference.
|
|
21.1
|
Subsidiaries of True Drinks Holdings, Inc., filed herewith.
|
|
31.1
|
Certification of CEO as Required by Rule 13a-14(a)/15d-14, filed herewith.
|
|
31.2
|
Certification of CFO as Required by Rule 13a-14(a)/15d-14, filed herewith.
|
|
32.1
|
Certification of CEO as Required by Rule 13a-14(a) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith.
|
|
32.2
|
Certification of CFO as Required by Rule 13a-14(a) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
Registrant
Date: April 2, 2015
|
True Drinks Holdings, Inc.
/s/ Lance Leonard
|
|
Lance Leonard
|
||
Chief Executive Officer (Principal Executive Officer), Director
|
Date: April 2, 2015
|
/s/ Daniel Kerker
|
|
Daniel Kerker
|
||
Chief Financial Officer (Principal Financial Officer)
|
Date: April 2, 2015
|
/s/ Lance Leonard
|
|
Lance Leonard
|
||
Chief Executive Officer, Director
|
Date: April 2, 2015
|
/s/ Scot Cohen
|
|
Scot Cohen
|
||
Director
|
||
Date: April 2, 2015
|
/s/ Neil LeVecke
|
|
Neil LeVecke
|
||
Director
|
2014
|
2013
|
|||||||
ASSETS
|
||||||||
Current Assets
:
|
||||||||
Cash
|
$
|
668,326
|
$
|
3,136,766
|
||||
Accounts receivable, net
|
343,709
|
175,068
|
||||||
Inventory
|
1,363,443
|
1,056,756
|
||||||
Prepaid expenses and other current assets
|
628,675
|
591,434
|
||||||
Total Current Assets
|
3,004,153
|
4,960,024
|
||||||
Restricted Cash
|
133,198
|
133,065
|
||||||
Property and Equipment, net
|
4,587
|
8,399
|
||||||
Patents, net
|
1,211,765
|
1,352,941
|
||||||
Trademarks, net
|
6,849
|
48,516
|
||||||
Goodwill
|
3,474,502
|
3,474,502
|
||||||
Total Assets
|
$
|
7,835,054
|
$
|
9,977,447
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities
:
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,922,285
|
$
|
1,222,404
|
||||
Debt
|
4,263,002
|
2,596,667
|
||||||
Derivative liabilities
|
1,569,522
|
1,619,021
|
||||||
Total Current Liabilities
|
7,754,809
|
5,438,092
|
||||||
Commitments and Contingencies
(Note 7)
|
||||||||
Stockholders’ Equity
:
|
||||||||
Common Stock, $0.001 par value, 120,000,000 and 40,000,000 shares authorized, 48,622,675 and 27,885,587 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively
|
48,623
|
27,886
|
||||||
Preferred Stock – Series B (liquidation preference of $4 per share), $0.001 par value, 2,750,000 shares authorized, 1,490,995 and 1,776,923 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively
|
1,491
|
1,777
|
||||||
Additional paid in capital
|
18,388,212
|
14,751,170
|
||||||
Accumulated deficit
|
(18,358,081
|
)
|
(10,241,478
|
)
|
||||
Total Stockholders’ Equity
|
80,245
|
4,539,355
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
7,835,054
|
$
|
9,977,447
|
2014
|
2013
|
|||||||
Net Sales
|
$
|
4,693,414
|
$
|
2,649,473
|
||||
Cost of Sales
|
4,401,702
|
2,127,711
|
||||||
Gross Profit
|
291,712
|
521,762
|
||||||
Operating Expenses
|
||||||||
Selling and marketing
|
4,388,108
|
2,224,801
|
||||||
General and administrative
|
4,450,101
|
3,701,094
|
||||||
Total operating expenses
|
8,838,209
|
5,925,895
|
||||||
Operating Loss
|
(8,546,497
|
)
|
(5,404,133
|
)
|
||||
Other Expense
|
||||||||
Change in fair value of derivative liabilities
|
621,159
|
1,361,597
|
||||||
Interest expense- accretion of debt discount
|
-
|
(864,921
|
)
|
|||||
Interest expense
|
(202,773
|
)
|
(1,824,074
|
)
|
||||
Other income (expense)
|
11,508
|
(390,604
|
)
|
|||||
429,894
|
(1,718,002
|
)
|
||||||
Net Loss
|
$
|
(8,116,603
|
)
|
$
|
(7,122,135
|
)
|
||
Dividends on Preferred Stock
|
$
|
434,096
|
$
|
-
|
||||
Net loss attributable to common stockholders
|
$
|
(8,550,699
|
) |
$
|
(7,122,135
|
)
|
||
Net loss per common share
|
||||||||
Basic and diluted
|
$
|
(0.23
|
)
|
$
|
(0.26
|
)
|
||
Weighted average common shares
|
||||||||
outstanding, basic and diluted
|
36,429,303
|
27,489,422
|
Common Stock
|
Preferred Stock
|
Additional
Paid-In
Capital
|
Retained
Earnings
(Accumulated Deficit)
|
Total
Stockholders'
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance –
December 31, 2012
|
1,337,335
|
$
|
1,337
|
1,544,565
|
$
|
1,545
|
$
|
7,467,015
|
$
|
(3,119,343
|
)
|
$
|
4,350,554
|
|||||||||||||||
Conversion of Preferred Stock to Common Stock
|
25,304,017
|
25,304
|
(1,544,565
|
)
|
(1,545
|
)
|
(23,759
|
)
|
-
|
-
|
||||||||||||||||||
Issuance of Common Stock related to debt financing
|
268,800
|
269
|
-
|
-
|
208,821
|
-
|
209,090
|
|||||||||||||||||||||
Issuance of Common Stock for debt conversions
|
860,821
|
861
|
-
|
-
|
859,957
|
-
|
860,818
|
|||||||||||||||||||||
Issuance of Preferred Stock for debt conversions, net of warrants issued
|
-
|
-
|
264,423
|
264
|
823,396
|
-
|
823,660
|
|||||||||||||||||||||
Elimination of derivative liability from conversion of debt to preferred stock
|
-
|
-
|
-
|
-
|
64,970
|
-
|
64,970
|
|||||||||||||||||||||
Issuance of Common Stock for services
|
114,614
|
115
|
-
|
-
|
122,135
|
-
|
122,250
|
|||||||||||||||||||||
Issuance of Preferred Stock for services
|
-
|
-
|
17,500
|
18
|
69,982
|
-
|
70,000
|
|||||||||||||||||||||
Issuance of Preferred Stock for cash, net of warrants issued
|
-
|
-
|
1,495,000
|
1,495
|
4,364,488
|
-
|
4,365,983
|
|||||||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
-
|
794,165
|
-
|
794,165
|
|||||||||||||||||||||
Net Loss
|
-
|
-
|
-
|
-
|
-
|
(7,122,135
|
)
|
(7,122,135
|
)
|
|||||||||||||||||||
Balance –
December 31, 2013
|
27,885,587
|
$
|
27,886
|
1,776,923
|
$
|
1,777
|
$
|
14,751,170
|
$
|
(10,241,478
|
)
|
$
|
4,539,355
|
|||||||||||||||
Conversion of Preferred Stock to Common Stock
|
16,021,632
|
16,022
|
(1,001,352
|
)
|
(1,001
|
)
|
(15,021
|
)
|
-
|
-
|
||||||||||||||||||
Issuance of Preferred Stock for debt conversions, net of warrants issued
|
-
|
-
|
204,732
|
205
|
619,154
|
-
|
619,359
|
|||||||||||||||||||||
Issuance of Common Stock for services
|
1,751,270
|
1,751
|
5,692
|
5
|
542,775
|
-
|
544,531
|
|||||||||||||||||||||
Issuance of Preferred Stock for cash, net of warrants issued
|
-
|
-
|
505,000
|
505
|
1,440,064
|
-
|
1,440,569
|
|||||||||||||||||||||
Issuance of Common Stock for settlement of debt
|
2,004,002
|
2,004
|
-
|
-
|
599,647
|
-
|
601,651
|
|||||||||||||||||||||
Cashless exercise of warrants
|
78,427
|
78
|
-
|
-
|
(78
|
) |
-
|
|
||||||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
-
|
497,271
|
-
|
497,271
|
|||||||||||||||||||||
Dividends declared on Preferred Stock
|
-
|
-
|
-
|
-
|
(434,096
|
)
|
-
|
(434,096
|
)
|
|||||||||||||||||||
Reclassification of Derivative liability | - | - | - | - | 44,751 | - | 44,751 | |||||||||||||||||||||
Issuance of Common Stock for dividends on Preferred Stock
|
881,757
|
882
|
-
|
-
|
342,575
|
-
|
343,457
|
|||||||||||||||||||||
Net Loss
|
-
|
-
|
-
|
-
|
-
|
(8,116,603
|
)
|
(8,116,603
|
)
|
|||||||||||||||||||
Balance –
December 31, 2014
|
48,622,675
|
$
|
48,623
|
1,490,995
|
$
|
1,491
|
$
|
18,388,212
|
$
|
(18,358,081
|
)
|
$
|
80,245
|
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(8,116,603
|
)
|
$
|
(7,122,135
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||
Depreciation
|
6,161
|
18,298
|
||||||
Amortization
|
182,843
|
191,177
|
||||||
Accretion of deferred financing costs
|
-
|
864,921
|
||||||
Provision for bad debt expense
|
(48,473
|
) |
150,000
|
|||||
Change in estimated fair value of derivative
|
(621,159
|
)
|
(1,361,597
|
)
|
||||
Amortization of debt discount
|
-
|
1,332,543
|
||||||
Fair value of stock issued for services
|
544,531
|
401,341
|
||||||
Stock based compensation
|
497,271
|
794,165
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(120,168
|
)
|
(194,159
|
)
|
||||
Inventory
|
(306,687
|
)
|
(223,882
|
)
|
||||
Prepaid expenses and other current assets
|
(37,241
|
)
|
(322,718
|
)
|
||||
Other assets
|
-
|
3,948
|
||||||
Accounts payable and accrued expenses
|
1,369,819
|
76,210
|
||||||
Net cash used in operating activities
|
(6,649,706
|
)
|
(5,391,888
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Change in restricted cash
|
(133
|
)
|
(51,795
|
)
|
||||
Purchase of property and equipment
|
(2,349
|
)
|
(1,298
|
)
|
||||
Net cash used in investing activities
|
(2,482
|
)
|
(53,093
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from issuance of Series B Preferred Stock, net
|
1,857,413
|
5,483,144
|
||||||
Proceeds from debt
|
4,263,002
|
6,549,000
|
||||||
Deferred financing costs paid
|
-
|
(420,813
|
)
|
|||||
Repayments on debt
|
(1,936,667
|
)
|
(3,034,033
|
)
|
||||
Net cash provided by financing activities
|
4,183,748
|
|
8,577,298
|
|||||
NET (DECREASE) INCREASE IN CASH
|
(2,468,440
|
)
|
3,132,317
|
|||||
CASH
– beginning of year
|
3,136,766
|
4,449
|
||||||
CASH
– end of year
|
$
|
668,326
|
$
|
3,136,766
|
||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid in cash
|
$
|
7,944
|
$
|
211,247
|
||||
Non-cash financing and investing activities:
|
||||||||
Conversion of preferred stock to common stock
|
$
|
15,021
|
$
|
25,304
|
||||
Conversion of notes payable and accrued interest to common stock
|
$
|
818,926
|
$
|
1,836,253
|
||||
Dividends paid in common stock
|
$
|
343,457
|
$
|
-
|
||||
Dividends declared
|
$
|
434,096
|
$
|
-
|
||||
Reclassification of derivative liability
|
$
|
44,751
|
$
|
-
|
||||
Warrants issued in connection with Series B Offering
|
$
|
616,411
|
$
|
1,268,937
|
||||
Warrants issued as deferred financing costs
|
$
|
-
|
$
|
444,108
|
||||
Warrants issued as debt discount
|
$
|
-
|
$
|
1,332,543
|
||||
Elimination of derivative liability from conversion of debt to preferred stock
|
$
|
-
|
$
|
64,970
|
||||
Issuance of common stock for settlement of debt | $ | 601,651 | $ | - | ||||
Cashless exercise of warrants | $ | 78 | $ | - |
December 31,
2014
|
December 31,
2013
|
|||||
Purchased materials
|
$
|
796,609
|
$
|
659,835
|
||
Finished goods
|
566,834
|
396,921
|
||||
$
|
1,363,443
|
$
|
1,056,756
|
Warrants
Outstanding
|
Weighted
Average
Exercise Price
|
|||||||
Outstanding, December 31, 2012
|
132,340
|
$
|
43.00
|
|||||
Granted
|
12,470,514
|
0.30
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
(12,387
|
)
|
3.20
|
|||||
Outstanding, December 31, 2013
|
12,590,467
|
$
|
0.55
|
|||||
Granted
|
4,022,936
|
0.30
|
||||||
Exercised
|
(179,633
|
)
|
0.25
|
|||||
Expired
|
(58,500
|
)
|
25.09
|
|||||
Outstanding, December 31, 2014
|
16,375,270
|
$
|
0.40
|
Warrants Outstanding
|
Weighted Average
Exercise Price Per Share
|
Weighted Average
Remaining Life (Yrs.)
|
||||||||
61,453
|
$
|
30.00
|
1.06
|
|||||||
2,858,610
|
$
|
0.25
|
3.57
|
|||||||
13,455,207
|
$
|
0.30
|
3.96
|
|||||||
16,375,270
|
$
|
0.40
|
3.88
|
2014
|
||||
Expected life
|
2.5 years
|
|||
Estimated volatility
|
75.0
|
%
|
||
Risk-free interest rate
|
0.66
|
%
|
||
Dividends
|
-
|
Number of
Shares
|
Weighted-Average
Exercise Price
|
|||||||
Options outstanding at December 31, 2012
|
3,870,387
|
$
|
0.69
|
|||||
Exercised
|
-
|
-
|
||||||
Granted
|
245,739
|
1.10
|
||||||
Forfeited
|
(122,868
|
)
|
1.02
|
|||||
Expired
|
-
|
-
|
||||||
Options outstanding at December 31, 2013
|
3,993,258
|
$
|
0.70
|
|||||
Exercised
|
-
|
-
|
||||||
Granted
|
8,859,131
|
0.34
|
||||||
Forfeited
|
(472,796
|
)
|
0.52
|
|||||
Expired
|
-
|
-
|
||||||
Options outstanding at December 31, 2014
|
12,379,593
|
$
|
0.37
|
Outstanding Options
|
||||||||||||||||||||||
Weighted Average
|
Exercisable Options
|
|||||||||||||||||||||
Remaining
|
Aggregate
|
Aggregate
|
||||||||||||||||||||
Range of
|
Contractual Life
|
Intrinsic
|
Intrinsic
|
|||||||||||||||||||
Exercise Prices
|
Number
|
(Years)
|
Value
|
Number
|
Value
|
|||||||||||||||||
$
|
0.61
|
256,725
|
0.53
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||
$
|
1.02
|
122,870
|
0.72
|
-
|
122,870
|
$
|
-
|
|||||||||||||||
$
|
0.25
|
2,348,173
|
9.10
|
-
|
637,752
|
$
|
-
|
|||||||||||||||
$
|
0.38
|
9,651,825
|
6.63
|
-
|
2,219,814
|
$
|
-
|
|||||||||||||||
Totals
|
12,379,593
|
6.91
|
$
|
-
|
2,980,436
|
$
|
-
|
December 31,
2014
|
December 31,
2013
|
||||||
Patents and trademarks
|
$
|
1,706,849
|
$
|
1,706,849
|
|||
Accumulated amortization
|
(488,235
|
)
|
(305,392
|
)
|
|||
$
|
1,218,614
|
$
|
1,401,457
|
Patent and Trademark Amortization
|
||||
2015
|
$
|
145,172
|
||
2016
|
141,177
|
|||
2017
|
141,177
|
|||
2018
|
141,177
|
|||
2019
|
141,177
|
|||
2020 and thereafter
|
508,734
|
|||
$
|
1,218,614
|
2014
|
2013
|
||||||
Deferred tax asset –NOL’s
|
$
|
6,800,000
|
$
|
3,800,000
|
|||
Less valuation allowance
|
(6,800,000
|
)
|
(3,800,000
|
)
|
|||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
Amount
|
||||
Outstanding, December 31, 2013
|
$
|
2,596,667
|
||
Borrowing
|
4,263,002
|
|||
Repayments
|
(1,936,667
|
)
|
||
Conversions to common stock
|
(660,000
|
)
|
||
Outstanding, December 31, 2014
|
$
|
4,263,002
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||
Total carrying value
|
Quoted market prices in active markets
|
Internal Models with significant observable market parameters
|
Internal models with significant unobservable market parameters
|
|||||||||||||
Derivative liabilities
|
$
|
1,569,522
|
$
|
-
|
$
|
-
|
$
|
1,569,522
|
Recurring Fair Value Measurements
|
||||||||||||
Changes in Fair Value
Included in Net Loss
For the Year Ended
December 31, 2014
|
||||||||||||
Revenues
|
Expenses
|
Total
|
||||||||||
Derivative liabilities
|
$
|
621,159
|
$
|
-
|
$
|
621,159
|
December 31, 2013
|
Recorded new Derivative Liabilities
|
Reclassification of Derivative Liabilities
|
Change in Estimated Fair Value Recognized in Results of Operations
|
December 31, 2014
|
||||||||||||||||
Derivative liabilities
|
$
|
1,619,021
|
$
|
616,411
|
$
|
(44,751)
|
$
|
(621,159)
|
$
|
1,569,522
|
|
(a) Exhibits
|
Exhibit
No
|
Description
|
|
2.1
|
Agreement and Plan of Merger among Bazi International, Inc., Bazi Acquisition Sub, Inc., GT Beverage Company, Inc. and MKM Capital Advisors, LLC dated as of June 7, 2012, incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on June 21, 2012.
|
|
3.1
|
Articles of Incorporation, incorporated by reference from Exhibit 3.01 to Form SB-2 filed on February 27, 2001.
|
|
3.1
.1
|
Certification of Amendment to the Articles of Incorporation incorporated by reference to Exhibit 3.1.1 filed with Form 10-QSB filed November 14, 2003.
|
|
3.2
|
Amended and Restated By-laws filed with Form 10-KSB on March 3, 2005, as Exhibit 3.2, and incorporated herein by reference.
|
|
3.3
|
Amendment to the Amended and Restated Bylaws of Bazi International, Inc., incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed on October 17, 2012.
|
|
3.3
|
Amended and Restated Articles of Incorporation filed with Form 8-K on August 2, 2010 as Exhibit 3.1, and incorporated herein by reference.
|
|
3.4
|
Certification of Amendment to the Article of Incorporation with Form 8-K on May 20, 2011 as Exhibit 3.1, and incorporated herein by reference.
|
|
3.5
|
Certificate of Amendment to the Articles of Incorporation, incorporated herein by reference from Exhibit 3.1 to the Current Report on Form 8-K filed January 22, 2013.
|
|
3.6
|
Certificate of Amendment to the Articles of Incorporation of True Drinks Holdings, Inc., dated February 6, 2014,
incorporated herein by reference from Exhibit 3.1 to the Current Report on Form 8-K filed February 6, 2014.
|
|
4.1
|
Certificate of Designation, Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Bazi International, Inc., incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K filed on October 17, 2012.
|
|
4.2
|
Certificate of Withdrawal of the Series A Convertible Preferred Stock of True Drinks Holdings, Inc., dated February 18, 2015
,
incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed on February 23, 2015.
|
|
4.3
|
Certificate of Designation, Preferences, Rights, and Limitations of Series B Convertible Preferred Stock of True Drinks Holdings, Inc., incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K, filed November 26, 2013.
|
|
4.4
|
First Amended and Restated Certificate of Designation, Preferences, Rights and Limitations of the Series B Convertible Preferred Stock of True Drinks Holdings, Inc., dated February 18, 2015,
incorporated by reference from Exhibit 3.2 to the Current Report on Form 8-K filed on February 23, 2015.
|
|
4.5
|
Certificate of Designation, Preferences, Rights and Limitations of the Series C Convertible Preferred Stock of True Drinks Holdings, Inc., dated February 18, 2015
,
incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed on February 23, 2015.
|
|
4.6
|
First Amended and Restated Certificate of Designation, Preferences, Rights and Limitations of the Series C Convertible Preferred Stock of True Drinks Holdings, Inc., dated March 26, 2015, incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed on April 1, 2015
|
|
10.1
|
Employment agreement with Lance Leonard, incorporated by reference to Exhibit 10.3 filed with the Annual Report on Form 10-K, filed April 5, 2013.
|
|
10.2
|
Employment agreement with Dan Kerker, incorporated by reference to Exhibit 10.4 filed with the Annual Report on Form 10-K, filed April 5, 2013.
|
|
10.3
|
Employment agreement with Kevin Sherman, filed herewith.
|
|
10.4
|
Form of Securities Purchase Agreement, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K, filed November 26, 2013.
|
|
10.5
|
Loan and Security Agreement, by and between the Company and Avidbank, dated November 29, 2013, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K, filed December 5, 2013.
|
|
10.6
|
2013 Stock Incentive Plan, incorporated by reference from Exhibit 10.17 to the Annual Report on Form 10-K, filed March 31, 2014.
|
|
10.7
|
Secured Promissory Note issued on September 12, 2014 by True Drinks Holdings, Inc. to Scot Cohen, incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K, filed October 2, 2014.
|
|
10.8
|
Form of Secured Promissory Note, incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K, filed October 2, 2014.
|
|
10.9
|
Form of Securities Purchase Agreement, dated February 20, 2015,
incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K, filed February 23, 2015.
|
|
10.10
|
Form of Amendment No. 1 to
Securities Purchase Agreement, dated March 27, 2015, , incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed on April 1, 2015
|
|
10.11
|
Form of Common Stock Purchase Warrant, dated February 20, 2015,
incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K, filed February 23, 2015.
|
|
10.12
|
Form of Registration Rights Agreement, dated February 20, 2015,
incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K, filed February 23, 2015.
|
|
10.13
|
Form of Indemnification Agreement, dated February 20, 2015,
incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K, filed February 23, 2015.
|
|
10.14
|
Form of Note Exchange Agreement, dated March 27, 2015, incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K filed on April 1, 2015
|
|
14.1
|
Code of Ethics filed with Form 10-K on March 31, 2011 and incorporated herein by reference.
|
|
14.2
|
Board Charter filed with Form 10-K on March 31, 2011 and incorporated herein by reference.
|
|
21.1
|
Subsidiaries of True Drinks Holdings, Inc., filed herewith.
|
|
31.1
|
Certification of CEO as Required by Rule 13a-14(a)/15d-14, filed herewith.
|
|
31.2
|
Certification of CFO as Required by Rule 13a-14(a)/15d-14, filed herewith.
|
|
32.1
|
Certification of CEO as Required by Rule 13a-14(a) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith.
|
|
32.2
|
Certification of CFO as Required by Rule 13a-14(a) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
.
|
(a) Employee is convicted of any fraud or embezzlement against the Company; or
|
.
|
(b) After written notice and an opportunity to cure, Employee willfully breaches or
|
Name
|
State or Other Jurisdiction of Incorporation
|
|
True Drinks, Inc.
|
Delaware
|
|
Bazi, Inc.
|
Colorado
|
|
GT Beverage Company, LLC
|
Nevada
|
1. I have reviewed this annual report on Form 10-K of True Drinks Holdings, Inc.;
|
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
|
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 2, 2015
|
/s/ Lance Leonard
|
Lance Leonard
|
|
Chief Executive Officer
|
1. I have reviewed this annual report on Form 10-K of True Drinks Holdings, Inc.;
|
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
|
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: April 2, 2015
|
/s/ Dan Kerker
|
Dan Kerker
|
|
Chief Financial Officer and Principal Accounting Officer
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
April 2, 2015
|
/s/
Lance Leonard
|
Lance Leonard
|
|
Chief Executive Officer
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
April 2, 2015
|
/s/
Dan Kerker
|
Dan Kerker
|
|
Chief Financial Officer and Principal Accounting Officer
|