Attached files
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): July 26, 2017
TRUE DRINKS HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
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Nevada
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001-32420
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84-1575085
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(State
or other jurisdiction
of
incorporation)
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(Commission File
No.)
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(IRS
Employer
Identification
No.)
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18662 MacArthur
Blvd., Suite 110, Irvine, California 92612
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(Address of
principal executive offices)
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(949)
203-3500
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former name or
address, if changed since last report)
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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
On July 26, 2017, True Drinks Holdings, Inc. (the
“Company”) commenced an offering of Senior Secured
Promissory Notes, a form of which is attached hereto as Exhibit
10.1 (the “Secured Notes”), in the aggregate principal amount of up
to $1.5 million to certain accredited investors (the
“Secured Note
Financing”). As
additional consideration for participating in the Secured Note
Financing, investors will receive five-year warrants, exercisable
for $0.15 per share, to purchase that number of shares of the
Company’s common stock, par value $0.001 per share
(“Common
Stock”), equal to 50% of
the principal amount of the Secured Note purchased, divided by
$0.15 per share (the “Warrants”). A form of Warrant is attached hereto as
Exhibit 10.2.
The Secured Notes (i) bear interest at a rate of
8% per annum, (ii) have a maturity date of 1.5 years from the date
of issuance, and (iii) are subject to a pre-payment and change in
control premium of 125% of the principal amount of the Secured
Notes at the time of pre-payment or change in control, as the case
may be. To secure the Company’s obligations under the Secured
Notes, the Company will also grant to participating investors a
continuing security interest in substantially all of the
Company’s assets pursuant to the terms and conditions of a
Security Agreement, a form of which is attached hereto as Exhibit
10.3 (the “Security
Agreement”).
Between
July 26, 2017 and July 31, 2017, the Company offered and sold
Secured Notes in the aggregate principal amount of $750,000 and
issued Warrant to purchase up to 2.5 million shares of Common Stock
to participating investors. These issuances of Secured Notes
resulted in gross proceeds to the Company of $750,000. The Company
expects to use these proceeds for general corporate
purposes.
The
issuance of the Secured Notes and the Warrants were exempt from the
registration requirements of the Securities Act of 1933, as
amended, in accordance with Section 4(2) thereof, as a transaction
by an issuer not involving a public offering.
The
foregoing description of the Secured Note, Warrant and Security
Agreement are not complete, and are qualified by reference to such
documents, which are attached hereto as Exhibits 10.1, 10.2, and
10.3, respectively.
Item 2.03
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
The
information included in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this
Item 2.03.
Item 3.02
Unregistered Sales of Equity Securities.
The
information included in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this
Item 3.02.
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.
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True Drinks Holdings,
Inc.
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Date:
August 1, 2017
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By:
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/s/
Dan
Kerker
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Name:
Dan Kerker
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Title:
Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Form of Senior
Secured Promissory Note
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10.2
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Form
of Warrant
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10.3
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Form of Security
Agreement
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