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): January 14, 2019
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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2 Park Plaza, Suite
1200, Irvine, CA 92614
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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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 14, 2019, True Drinks Holdings, Inc.
(the “Company”) and True Drinks, Inc., a wholly owned
subsidiary of the Company (“True”), entered into an Assignment and
Assumption Agreement with Red Beard Holdings, LLC
(“Red
Beard”), pursuant to
which the Company and True assigned, and Red Beard assumed, all
outstanding rights and obligations of the Company and True due
under the terms of a secured promissory note in the principal
amount of $4,644,906 (the “Note”), which was originally issued by the
Company, True Drinks and Red Beard jointly to Niagara Bottling, LLC
on April 5, 2018, as previously disclosed in the Current Report on
Form 8-K filed by the Company on April 11, 2018 (the
“Assignement”). As a result of the Assignment, all
obligations of the Company and True under the terms of the Note,
including for the payment of amounts due thereunder, are assigned
to Red Beard.
The
foregoing description of the Assigment and Assumption Agreement
does not purport to be complete, and is qualified in its entirety
by reference to the full text of such agreement, attached hereto as
Exhibit 10.1, which is incorporated by reference
herein.
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:
January 22, 2019
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By:
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/s/
Robert Van Boerum
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Robert
Van Boerum
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Principal
Executive Officer and
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Principal
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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Assignment
and Assumption Agreement, dated January 14, 2019
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