Current Report Filing (8-k)
26 February 2014 - 5:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) February
20, 2014
THE ALKALINE WATER COMPANY
INC.
Exact name of registrant as specified in its
charter)
Nevada |
000-55096 |
EIN 99-0367049 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
7730 E Greenway Road Ste. 203
Scottsdale, AZ
85260
(Address of principal executive offices and Zip
Code)
Registrants telephone number, including area code:
480-272-7290
Not Applicable
(Former name or former
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:
[ ] 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 February 20, 2014, our company, The Alkaline Water Company
Inc., and our subsidiaries, Alkaline 88, LLC and Alkaline Water Corp., entered
into a revolving accounts receivable funding agreement with Gibraltar Business
Capital, LLC. (Gibraltar). Under the agreement, from time to time, we
agreed to tender to Gibraltar all of our Accounts (which is defined as our
rights to payment whether or not earned by performance, (i) for property that
has been or is to be sold, leased, licensed, assigned or otherwise disposed of,
or (ii) for services rendered or to be rendered, or (iii) as otherwise defined
in the Uniform Commercial Code of the State of Illinois). Gibraltar will have
the right, but will not be obligated, to purchase such Accounts tendered in its
sole discretion. If Gibraltar purchases such Accounts, Gibraltar will make cash
advances to us as the purchase price for the purchased Accounts.
We assumed full risk of non-payment and unconditionally
guaranteed the full and prompt payment of the full face amount of all purchased
Accounts. We also agreed to direct all parties obligated to pay the Accounts to
send all payments for all Accounts directly to Gibraltar. All collections from
Accounts will be applied to our Indebtedness (as defined below) unless Gibraltar
elects to hold any such collections to establish reserves to secure payment of
any purchased Accounts.
In consideration of Gibraltars purchase of the Accounts, we
agreed to pay Gibraltar interest on the Indebtedness (which is defined as the
amount owed by us to Gibraltar from time to time, i.e., all cash advances, plus
all charges, plus all other amounts owning from us to Gibraltar pursuant to the
agreement, less all collections retained by Gibraltar from either purchased
Accounts or from us which are applied to Indebtedness) outstanding at the rate
of 8% per annum plus the prime rate in effect at the end of each month with the
prime rate for these purposes never being less than 3.25% per annum, calculated
on a 360-day year and payable monthly. In addition, we agreed to pay to
Gibraltar a monthly collateral/management fee in the amount of 0.5% calculated
on the average daily borrowing amount for the given month and an unused line fee
of 0.25% monthly based on the difference between the actual line of credit and
the average daily borrowing amount for the given month. We also agreed to pay to
Gibraltar upon execution of the agreement and as of the commencement of each
renewal term, a closing cost of 1% of the Initial Indebtedness in addition to
the amount of any other credit accommodations granted from Gibraltar to us,
which amount will be deducted from the first cash advances.
The Initial Indebtedness is $500,000. We may request an
increase to the Initial Indebtedness in $500,000 increments up to $5,000,000,
subject to our financial performance and/or projections are satisfactory to
Gibraltar, and absent an event of default.
We also granted to Gibraltar a security interest in all of our
presently-owned and hereafter-acquired personal and fixture property, wherever
located.
The agreement will continue until the first to occur of (i)
demand by Gibraltar; or (ii) 24 months from the first day of the month following
the date that the first purchased Account is purchased and will be automatically
renewed for successive periods of 12 months thereafter unless, at least 30 days
prior to the end of the term, we give Gibraltar notice of our intention to
terminate the agreement. In addition, we will be able to exit the agreement at
any time for a fee of 2% of the line of credit in place at the time of
prepayment.
On February 20, 2014, Gibraltar made the first cash advance in
the amount of $32,645.48.
Item
2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this current report
on Form 8-K is responsive to this item.
Item
9.01
Financial Statements and Exhibits.
(d) Exhibits
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.
THE ALKALINE WATER COMPANY INC.
/s/ Steven P.
Nickolas
Steven P. Nickolas
President, Chief Executive Officer and
Director
February 25, 2014
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