Item 5. Other Information
Item 5. Other Information.
On September 14, 2017, Wright Investment Group LLC, an entity
controlled by Richard A. Wright, our president, chief executive officer and
director, advanced $200,000 to our company. On October 17, 2017, Wright
Investment Group LLC advanced $400,000 to our company.
On November 14, 2017, we withdrew the Certificate of
Designation establishing Series A Preferred Stock. There were no shares of
Series A Preferred Stock outstanding immediately prior to the withdrawal.
Item 6. Exhibits.
Exhibit
Number
Description
(2)
Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
2.1
Share Exchange Agreement dated May 31, 2013 with Alkaline
Water Corp. and its shareholders (incorporated by reference from our
Current Report on Form 8-K, filed on June 5, 2013)
(3)
Articles of Incorporation and Bylaws
3.1
Articles of Incorporation (incorporated by reference from
our Form S-1 Registration Statement, filed on October 28, 2011)
3.2
Certificate of Change (incorporated by reference from our
Quarterly Report on Form 10-Q, filed on August 13, 2013)
3.3
Articles of Merger (incorporated by reference from our
Quarterly Report on Form 10-Q, filed on August 13, 2013)
3.4
Certificate of Amendment to Articles of Incorporation
(incorporated by reference from our Current Report on Form 8-K, filed on
October 11, 2013)
3.5
Certificate of Designation (incorporated by reference
from our Current Report on Form 8-K, filed on October 11, 2013)
3.6
Certificate of Designation (incorporated by reference
from our Current Report on Form 8-K, filed on November 12, 2013)
3.7
Certificate of Change (incorporated by reference from our
Current Report on Form 8-K, filed on December 30, 2015)
3.8
Certificate of Amendment to Articles of Incorporation
(incorporated by reference from our Current Report on Form 8-K, filed on
January 25, 2016)
3.9
Certificate of Amendment to Certificate of Designation
(incorporated by reference from our Current Report on Form 8-K, filed on
January 25, 2016)
3.10
Certificate of Designation (incorporated by reference
from our Current Report on Form 8-K, filed on April 5, 2016)
3.11
Certificate of Withdrawal of Certificate of Designation
(incorporated by reference from our Current Report on Form 8-K, filed on
April 4, 2017)
3.12
Certificate of Designation (incorporated by reference
from our Current Report on Form 8-K, filed on May 4, 2017)
3.13
Certificate of Amendment to Certificate of Designation
(incorporated by reference from our Current Report on Form 8-K, filed on
November 6, 2017)
3.14*
Certificate of Withdrawal of Certificate of Designation
3.15
Amended and Restated Bylaws (incorporated by reference
from our Current Report on Form 8-K, filed on March 15, 2013)
(10)
Material Contracts
10.1
Contract Packer Agreement dated November 14, 2012 between
Alkaline 84, LLC and AZ Bottled Water, LLC (incorporated by reference from
our Current Report on Form 8-K, filed on June 5, 2013)
10.2
Stock Option Agreement dated October 9, 2013 with Steven
P. Nickolas (incorporated by reference from our Quarterly Report on Form
10-Q, filed on November 13, 2013)
10.3
Stock Option Agreement dated October 9, 2013 with Richard
A. Wright (incorporated by reference from our Quarterly Report on Form
10-Q, filed on November 13, 2013)
10.4
Contract Packer Agreement dated October 7, 2013 with
White Water, LLC (incorporated by reference from our Quarterly Report on
Form 10-Q, filed on November 13, 2013)
10.5
Manufacturing Agreement dated August 15, 2013 with Water
Engineering Solutions, LLC (incorporated by reference from our
Registration Statement on Form S-1, filed on November 27, 2013)
10.6
Equipment Lease Agreement dated January 17, 2014
(incorporated by reference from our Current Report on Form 8-K, filed on
January 27, 2014)
10.7
Revolving Accounts Receivable Funding Agreement dated
February 20, 2014 (incorporated by reference from our Current Report on
Form 8-K, filed on February 25, 2014)
10.8
Form of Securities Purchase Agreement dated as of April
28, 2014, between The Alkaline Water Company Inc. and the purchasers named
therein (incorporated by reference from our Current Report on Form 8-K,
filed on May 6, 2014)
10.9
Form of Common Stock Purchase Warrant (incorporated by
reference from our Current Report on Form 8-K, filed on May 6,
2014)
10.10
Form of Placement Agent Common Stock Purchase Warrant
(incorporated by reference from our Current Report on Form 8-K, filed on
May 6, 2014)
10.11
Stock Option Agreement dated May 12, 2014 with Steven P.
Nickolas (incorporated by reference from our Current Report on Form 8-K,
filed on May 14, 2014)
10.12
Stock Option Agreement dated May 12, 2014 with Richard A.
Wright (incorporated by reference from our Current Report on Form 8-K,
filed on May 14, 2014)
10.13
Stock Option Agreement dated May 21, 2014 with Steven P.
Nickolas (incorporated by reference from our Current Report on Form 8-K,
filed on May 23, 2014)
10.14
Stock Option Agreement dated May 21, 2014 with Richard A.
Wright (incorporated by reference from our Current Report on Form 8-K,
filed on May 23, 2014)
10.15
Amendment #1 dated February 12, 2014 to Equipment Lease
Agreement (incorporated by reference from our Quarterly Report on Form
10-Q, filed on August 13, 2014)
10.16
Equipment Sale/Lease Back Agreement dated April 2, 2014
(incorporated by reference from our Quarterly Report on Form 10-Q, filed
on August 13, 2014)
10.17
Agreement dated August 12, 2014 with H.C. Wainwright
& Co., LLC (incorporated by reference from our Current Report on Form
8-K, filed on August 21, 2014)
10.18
Form of Warrant Amendment Agreement (incorporated by
reference from our Current Report on Form 8-K, filed on August 21,
2014)
10.19
Form of Common Stock Purchase Warrant (incorporated by
reference from our Current Report on Form 8-K, filed on August 21,
2014)
10.20
Form of Warrant Amendment Agreement (incorporated by
reference from our Current Report on Form 8-K, filed on October 9,
2014)
10.21
Form of Common Stock Purchase Warrant (incorporated by
reference from our Current Report on Form 8-K, filed on October 9,
2014)
10.22
Master Lease Agreement dated October 28, 2014 with
Veterans Capital Fund, LLC (incorporated by reference from our Current
Report on Form 8-K, filed on November 4, 2014)
10.23
Warrant Agreement dated October 28, 2014 with Veterans
Capital Fund, LLC (incorporated by reference from our Current Report on
Form 8-K, filed on November 4, 2014)
10.24
Registration Rights Agreement dated October 28, 2014 with
Veterans Capital Fund, LLC (incorporated by reference from our Current
Report on Form 8-K, filed on November 4, 2014)
10.25
2013 Equity Incentive Plan (incorporated by reference
from our Current Report on Form 8-K, filed on November 4, 2014)
10.26
Form of Amending Agreement to Stock Option Agreement
(incorporated by reference from our Current Report on Form 8-K, filed on
November 4, 2014)
10.27
Stock Option Agreement dated February 18, 2015 with
Steven P. Nickolas (incorporated by reference from our Current Report on
Form 8-K, filed on April 14, 2015)
10.28
Stock Option Agreement dated February 18, 2015 with
Richard A. Wright (incorporated by reference from our Current Report on
Form 8-K, filed on April 14, 2015)
10.29
Securities Purchase Agreement dated as of May 11, 2015
with Assurance Funding Solutions LLC (incorporated by reference from our
Annual Report on Form 10-K, filed on July 14, 2015)
10.30
Secured Term Note dated May 2015 issued to Assurance
Funding Solutions LLC (incorporated by reference from our Annual Report on
Form 10-K, filed on July 14, 2015)
10.31
General Security Agreement dated as of May 11, 2015 with
Assurance Funding Solutions LLC (incorporated by reference from our Annual Report on Form
10-K, filed on July 14, 2015)
10.32
Securities Purchase Agreement dated as of August 20, 2015
with Assurance Funding Solutions LLC (incorporated by reference from our
Quarterly Report on Form 10-Q, filed on November 23, 2015)
10.33
Secured Term Note dated August 20, 2015 issued to
Assurance Funding Solutions LLC (incorporated by reference from our
Quarterly Report on Form 10-Q, filed on November 23, 2015)
10.34
General Security Agreement dated as of August 20, 2015
with Assurance Funding Solutions LLC (incorporated by reference from our
Quarterly Report on Form 10-Q, filed on November 23, 2015)
10.35
Form of Warrant Exchange Agreement (incorporated by
reference from our Current Report on Form 8- K, filed on December 1,
2015)
10.36
Loan Agreement dated November 30, 2015 with Neil Rogers
(incorporated by reference from our Current Report on Form 8-K, filed on
December 4, 2015)
10.37
Promissory Note dated November 30, 2015 issued to Neil
Rogers (incorporated by reference from our Current Report on Form 8-K,
filed on December 4, 2015)
10.38
Escrow Agreement dated November 30, 2015 with Neil Rogers
and Escrow Agent (incorporated by reference from our Current Report on
Form 8-K, filed on December 4, 2015)
10.39
2013 Equity Incentive Plan (incorporated by reference
from our Current Report on Form 8-K, filed on January 25, 2016)
10.40
Loan Agreement dated January 25, 2016 with Turnstone
Capital Inc. (incorporated by reference from our Current Report on Form
8-K, filed on January 25, 2016)
10.41
Promissory Note dated January 25, 2016 issued to
Turnstone Capital Inc. (incorporated by reference from our Current Report
on Form 8-K, filed on January 25, 2016)
10.42
Escrow Agreement dated January 25, 2016 with Turnstone
Capital Inc. and Escrow Agent (incorporated by reference from our Current
Report on Form 8-K, filed on January 25, 2016)
10.43
Amendment Agreement dated January 25, 2016 with Neil
Rogers (incorporated by reference from our Current Report on Form 8-K,
filed on January 25, 2016)
10.44
Stock Option Agreement dated January 29, 2016 with Steven
P. Nickolas (incorporated by reference from our Current Report on Form
8-K, filed on February 4, 2016)
10.45
Stock Option Agreement dated January 29, 2016 with
Richard A. Wright (incorporated by reference from our Current Report on
Form 8-K, filed on February 4, 2016)
10.46
Form of Subscription Agreement (incorporated by reference
from our Registration Statement on Form S- 1/A, filed on February 8,
2016)
10.47
Form of Warrant Certificate (incorporated by reference
from our Registration Statement on Form S- 1/A, filed on February 8,
2016)
10.48
Employment Agreement dated effective March 1, 2016 with
Steven P. Nickolas (incorporated by reference from our Current Report on
Form 8-K, filed on April 5, 2016)
10.49
Employment Agreement dated effective March 1, 2016 with
Richard A. Wright (incorporated by reference from our Current Report on
Form 8-K, filed on April 5, 2016)
10.50
Form of Promissory Note and Warrant Exchange Agreement
(incorporated by reference from our Current Report on Form 8-K, filed on
June 16, 2016)
10.51
Form of Warrant Exchange Agreement (incorporated by
reference from our Current Report on Form 8- K, filed on June 16,
2016)
10.52
Loan Facility Agreement dated September 20, 2016 with
Turnstone Capital Inc. (incorporated by reference from our Current Report
on Form 8-K, filed on September 22, 2016)
10.53
Credit and Security Agreement dated February 1, 2017 with
SCM Specialty Finance Opportunities Fund, L.P. (incorporated by reference
from our Current Report on Form 8-K, filed on February 7, 2017)
10.54
Payoff Agreement dated February 1, 2017 with Gibraltar
Business Capital, LLC (incorporated by reference from our Current Report
on Form 8-K, filed on February 7, 2017)
10.55
Form of Stock Option Agreement (incorporated by reference
from our Current Report on Form 8-K, filed on May 4, 2017)
10.56
Settlement Agreement and Mutual Release of Claims dated
October 31, 2017 with Steven P. Nickolas, Nickolas Family Trust, Water
Engineering Solutions, LLC, Enhanced Beverages, LLC, McDowell 78, LLC and
Wright Investments Group, LLC (incorporated by reference from our Current
Report on Form 8-K, filed on November 6, 2017)
10.57
Exchange Agreement and Mutual Release of Claims dated
November 8, 2017 with Ricky Wright (incorporated by reference from our
Current Report on Form 8-K, filed on November 14, 2017)
10.58
Stock Option Forfeiture & General Release dated
November 8, 2017 by Ricky Wright and Sharon Wright (incorporated by
reference from our Current Report on Form 8-K, filed on November 14, 2017)
(31)
Rule 13a-14 Certifications
31.1*
Certification of Principal
Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2*
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)
Section 1350
Certifications
32.1*
Certification of Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal
Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
(101)
Interactive Data File
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
*Filed herewith.
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, thereunto duly authorized.
THE ALKALINE WATER COMPANY
INC.
Date: November 20, 2017
By:
/s/
Richard A. Wright
Richard A. Wright
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 20, 2017
By:
/s/
David A. Guarino
David A. Guarino
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.