Item 5. Other Information
Item
5
Other Information
None.
Item
6
Exhibits
Exhibit Number
Description
(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
(incorporated by reference from our Quarterly Report on Form 10-Q, filed
on November 20, 2017)
3.15
Amended and Restated Bylaws (incorporated by reference
from our Current Report on Form 8-K, filed on October 15, 2018)
(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
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)
10.3
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)
10.4
Equipment Lease Agreement dated January 17, 2014
(incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2014)
19
Exhibit Number
Description
10.5
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)
10.6
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)
10.7
Form of Common Stock Purchase Warrant (incorporated by
reference from our Current Report on Form 8-K, filed on May 6, 2014)
10.8
Form of Placement Agent Common Stock Purchase Warrant
(incorporated by reference from our Current Report on Form 8-K, filed on
May 6, 2014)
10.9
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)
10.10
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)
10.11
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)
10.12
Form of Warrant Amendment Agreement (incorporated by
reference from our Current Report on Form 8-K, filed on August 21, 2014)
10.13
Form of Common Stock Purchase Warrant (incorporated by
reference from our Current Report on Form 8-K, filed on August 21, 2014)
10.14
Form of Warrant Amendment Agreement (incorporated by
reference from our Current Report on Form 8-K, filed on October 9, 2014)
10.15
Form of Common Stock Purchase Warrant (incorporated by
reference from our Current Report on Form 8-K, filed on October 9, 2014)
10.16
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)
10.17
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)
10.18
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)
10.19
Form of Amending Agreement to Stock Option Agreement
(incorporated by reference from our Current Report on Form 8-K, filed on
November 4, 2014)
10.20
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)
10.21
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)
10.22
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)
10.23
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)
10.24
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)
10.25
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)
20
Exhibit Number
Description
10.26
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)
10.27
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)
10.28
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)
10.29
2013 Equity Incentive Plan (incorporated by reference
from our Current Report on Form 8-K, filed on January 25, 2016)
10.30
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)
10.31
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)
10.32
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)
10.33
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)
10.34
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)
10.35
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)
10.36
Form of Promissory Note and Warrant Exchange Agreement
(incorporated by reference from our Current Report on Form 8-K, filed on
June 16, 2016)
10.37
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)
10.38
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)
10.39
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)
10.40
Form of Stock Option Agreement (incorporated by reference
from our Current Report on Form 8-K, filed on May 4, 2017)
10.41
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)
10.42
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)
10.43
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)
10.44
Form of Warrant Amendment Agreement (incorporated by
reference from our Current Report on Form 8-K, filed on February 22, 2018)
10.45
Form of Common Stock Purchase Warrant (incorporated by
reference from our Current Report on Form 8-K, filed on March 5, 2018)
21
Exhibit Number
Description
10.46
2018 Stock Option Plan (incorporated by reference from
our Current Report on Form 8-K, filed on April 25, 2018)
10.47
Form of Subscription Agreement (incorporated by reference
from our Current Report on Form 8-K filed on May 31, 2018)
10.48
Form of Subscription Agreement (incorporated by reference
from our Current Report on Form 8-K filed on October 3, 2018)
(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.
22
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 13, 2018
By:
/s/ Richard A. Wright
Richard A. Wright
President and Chief Executive
Officer
(Principal Executive Officer)
Date: November 13, 2018
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.