Blueprint
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):
June 5,
2019
Commission File Number: 001-32420
True Drinks Holdings, Inc.
(Exact name of registrant as specified in its
charter.)
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Nevada
(State
or other jurisdiction of incorporation or
organization)
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84-1575085
(IRS
Employer Identification No.)
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1007 Brioso Dr., Costa Mesa, California 92627
(Address of principal executive offices)
949-531-6855
(Registrant's Telephone number)
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))
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)
Emerging growth company [ ]
Securities
registered pursuant to Section 12(b) of the Act: None
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 June 5, 2019, Charlie’s Chalk Dust, LLC
(“Charlie’s”),
a wholly owned subsidiary of True Drinks Holdings, Inc., dba
Charlie’s Holdings, Inc. (the “Company”), entered into a License Agreement (the
“License
Agreement”) with Don
Polly, LLC (“Don Polly”), a distributor of consumer goods infused
with cannabidiol (“CBD”). Don Polly is classified as a variable
interest entity for which the Company is the primary beneficiary,
and is owned directly by Brandon and Ryan Stump, the
Company’s Chief Executive Officer and Chief Operating
Officer, respectively. Pursuant to the License Agreement,
Charlie’s agreed to provide Don Polly with a limited right
and license to use certain of Charlie’s intellectual property
rights, including certain trademarks, copyrights and original
artwork, in connection with certain of Don Polly’s branded
CBD products. In exchange for such license, Don Polly agreed to (i)
pay Charlie’s monthly royalties amounting to 75% of its Net
Profits (as defined in the License Agreement), (ii) use its best
efforts to market, promote and advertise the Licensed Products (as
defined in the License Agreement), (iii) provide Charlie’s
with most favored nations pricing in the event that Charlie’s
wishes to sell products sold by Don Polly, (iv) provide
Charlie’s with the exclusive right of first refusal to
purchase Don Polly, including all of its assets and liabilities,
for a purchase price of $111,618 on or before December 31, 2025,
and (v) not to license any intellectual property from any other
source other than Charlie’s in connection with its design,
manufacture, advertisement, promotion distribution and sale of CBD
infused products within the agreed upon territory. The License
Agreement will continue in perpetuity unless terminated in
accordance with its terms.
Concurrently with the execution of the License
Agreement, Charlie’s and Don Polly also entered into a
Services Agreement (the “Services
Agreement”), pursuant to
which Charlie’s will provide certain services
(“Services”) to Don Polly, including, without
limitation, (i) the development and creation of Don Polly’s
sales, marketing, brand development and customer service strategies
and (ii) performing sales, branding, marketing and other business
functions at the request of Don Polly. Charlie’s will perform
such Services in the capacity of a contractor, and all Materials
(as defined in the Services Agreement) and work product created by
Charlie’s in its capacity as such will be the property of Don
Polly. As consideration for the Services provided by
Charlie’s, Don Polly will (i) pay Charlie’s 25% of its
Net Profits (as defined in the Services Agreement) on a quarterly
basis, and (ii) reimburse Charlie’s for all out-of-pocket
business expenses that are preapproved in writing by Don Polly. The
Services Agreement will continue in perpetuity unless terminated in
accordance with its terms.
The
foregoing descriptions of the License Agreement and Service
Agreement do not purport to be complete, and are qualified in their
entirety by reference to the same, attached to this Current Report
on Form 8-K as Exhibits 10.1 and 10.2, respectively, each of
which are incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Effective June 7, 2019, Kevin Sherman resigned
from his position as a member of the Company’s Board of
Directors (the “Board”) and Keith Stump was appointed to fill the
vacancy created by Mr. Sherman’s resignation. Mr.
Sherman’s resignation and Mr. Stump’s appointment were
made in connection with the exchange transaction entered into by
and between the Company and Charlie’s on April 26, 2019 (the
“Exchange”), and resulted in a change in the majority
of the members of the Board in connection with the Exchange. On May
28, 2019, in accordance with Section 14(f) of the Securities and
Exchange Act of 1934, as amended, and Rule 14f-1 promulgated
thereunder, the Company filed a Schedule 14f-1 with the Securities
and Exchange Commission to notify stockholders of the anticipated
changes in the composition of the Board.
Mr.
Stump, age 58, has over 35 years of sales and management
experience. He joined Charlie’s in January 2018 as a
Strategic Advisor, where he has predominantly focused on sales,
marketing and scaling the business, including through
organizational alignments, process improvement,
leadership/management training and development. Prior to joining
Charlie’s, until December 2017, Mr. Stump served as a partner
and Vice President of Sales in Blue Technologies, Inc., an office
technology and Managed IT Service provider headquartered in
Cleveland, Ohio, which he co-founded in 1995. While at Blue
Technologies, Inc., Mr. Stump was responsible for the sales
performance of the company’s five divisions, along with
operational oversight. His duties included P&L responsibility
for all product divisions, leadership training and development, new
product and service offerings, enterprise account selling, amongst
other duties. Mr. Stump was instrumental in helping Blue
Technologies, Inc. become one of the Top 10 Konica Minolta
providers in the country, as well as one of the Top 75 Office
Technologies Dealers in the United States. Mr. Stump serves on
several not-for-profit boards, which serve those in recovery from
addiction and developmental disabilities.
Mr.
Stump is the father of Brandon Stump and Ryan Stump, the
Company’s Chief Executive Officer and Chief Operating
Officer, respectively, both of whom are also members of the
Board.
Except
as disclosed herein, there are no related party transactions
between the Company and Mr. Stump that would require disclosure
under Item 404(a) of Regulation S-K, nor are there any further
arrangements or understandings, other than those disclosed herein,
related to the appointment of Mr. Stump as a director on the
Board.
Item 8.01. Other Events.
See
Item 1.01.
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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Date: June
11, 2019
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True Drinks Holdings, Inc.
By: /s/
David Allen
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Name: David Allen
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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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License
Agreement by and between the Company and Don Polly, LLC, dated June
5, 2019.
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Services
Agreement by and between the Company and Don Polly, LLC, dated June
5, 2019.
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