Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report contains "forward-looking statements." All statements other than statements of historical fact are "forward-looking statements" for purposes of applicable securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "could," "estimate," "intend," "continue," "believe," "expect" or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward- looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
• lack of working capital;
• inability to raise additional financing;
• the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
• deterioration in general or regional economic conditions;
• adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
• inability to efficiently manage our operations;
• inability to achieve future sales levels or other operating results; and
• the unavailability of funds for capital expenditures.
Our financial statements are stated in United States Dollars ($ or US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all references to "common shares" refer to the common shares in our capital stock.
As used in this quarterly report on Form 10-Q, the terms "we", "us" "our", the "Company" and "Alkaline" refer to The Alkaline Water Company Inc., a Nevada corporation, and its wholly owned subsidiary Alkaline 88, LLC (an Arizona Limited Liability Company), unless otherwise specified.
Inflationary Pressure
We have seen significant margin contraction as a result of inflationary pressures over the last 12 months. We've taken a number of steps that will allow us to increase our margins in the year ended March 31, 2024. These steps include (1) an approximate 9% across the board price increase (effective across all banners for the entire fiscal 2024); (2) a potential leveling off or small reduction in freight costs due to the geographic distribution of our new co-packers and suppliers; and (3) our buying power allowing us to lock in price breaks on raw materials over the next 12 months.
Results of Operations
Our results of operations for the three months ended June 30, 2023 and June 30, 2022 are as follows:
| | For the three months ended June 30, 2023 | | | For the three months ended June 30, 2022 | |
Revenue | $ | 14,933,785 | | $ | 16,318,786 | |
Cost of goods sold | | 11,162,216 | | | 13,399,774 | |
Gross profit | $ | 3,771,569 | | $ | 2,919,012 | |
Net Loss | $ | (2,840,938 | ) | $ | (7,493,408 | ) |
Revenue and Cost of Goods Sold
We had revenue from sales of our product for the three months ended June 30, 2023 of $14,933,785 as compared to $16,318,786 for the three months ended June 30, 2022, a decrease of 8%. The decrease in sales is due to the expanded promotional allowances of our products to retailers throughout the country. We distribute our product through several channels. We sell through large national distributors (UNFI, KeHe, C&S, and Core-Mark), which together represent over 150,000 retail outlets. We also sell our product directly to retail clients, including convenience stores, natural food products stores, large ethnic markets and national retailers. Some examples of retail clients are: Walmart, CVS, Sam's Club, Family Dollar, Albertson/Safeway, Kroger companies, Schnucks, Smart & Final, Jewel-Osco, Sprouts, Bashas', Stater Bros. Markets, Unified Grocers, Bristol Farms, Publix, Vallarta, Superior Foods, Ingles, Shaw's, Raley's, Harris Teeter, Festival Foods, HEB and Brookshire's.
Cost of goods sold is comprised of production costs, shipping and handling costs. For the three months ended June 30, 2023, we had cost of goods sold of $11,162,216, or 75% of revenue, as compared to cost of goods sold of $13,399,774 or 82% of revenue, for the three months ended June 30, 2022. The decrease in cost of goods sold is due to decreased raw material costs.
Expenses
Our operating expenses for the three months ended June 30, 2023 and June 30, 2022 are as follows:
| | For the three months ended June 30, 2023 | | | For the three months ended June 30, 2022 | |
Sales and marketing expenses | $ | 4,614,499 | | $ | 6,346,229 | |
General and administrative expenses | | 1,574,240 | | | 2,863,993 | |
Total operating expenses | $ | 6,188,739 | | $ | 9,210,222 | |
For the three months ended June 30, 2023, our total operating expenses were $6,188,739 as compared to $9,210,222 for the three months ended June 30, 2022.
For the three months ended June 30, 2023, the total included $4,614,499 of sales and marketing expenses. Compared to the three months ended June 30, 2022, sales and marketing expenses for the three months ended June 30, 2023 decreased due to lower freight costs to our customers of approximately $0.7 million, lower advertising and promotion of approximately $0.3 million, and lower professional fees of approximately 0.5 million.
For the three months ended June 30, 2023, general and administrative expenses of $1,574,240 consisted primarily of approximately $0.4 million of professional fees, media fees and legal fees, and approximately $1.1 million of wages and wage related expenses. For the three months ended June 30, 2022, general and administrative expenses of $2,863,993, consisted primarily of approximately $0.4 million of professional fees, media fees and legal fees and approximately $1.8 million of wages and wage related expenses.
Liquidity and Capital Resources
Working Capital
| | June 30, 2023 | | | March 31, 2023 | |
Current assets | $ | 13,384,132 | | $ | 15,951,725 | |
Current liabilities | | 23,261,935 | | | 23,344,608 | |
Working capital | $ | (9,877,803 | ) | $ | (7,392,883 | ) |
Current Assets
Current assets as of June 30, 2023 and March 31, 2023 primarily include $414,648 and $1,038,754 in cash, $5,059,617 and $6,520,232 in accounts receivable and $5,544,390 and $5,591,351 in inventory, respectively.
Current Liabilities
Current liabilities as of June 30, 2023 and March 31, 2023 primarily include $12,609,187 and $11,616,247 in accounts payable, revolving financing of $6,188,332 and $6,403,447, and accrued expenses of $2,406,839 and $1,996,387, respectively.
Cash Flow
Our cash flows for the three months ended June 30, 2023 and June 30, 2022 are as follows:
| | For the three months ended June 30, 2023 | | | For the three months ended June 30, 2022 | |
Net Cash used in operating activities | $ | (408,991 | ) | $ | (2,494,650 | ) |
Net Cash used in investing activities | | (-0- | ) | | (854,997 | ) |
Net Cash provided/(used) by financing activities | | (215,115 | ) | | 4,764,509 | |
Net increase (decrease) in cash | $ | (624,106 | ) | $ | 1,414,862 | |
Operating Activities
Net cash used in operating activities was $408,991 for the three months ended June 30, 2023, as compared to $2,494,650 used in operating activities for the three months ended June 30, 2022. The decrease in net cash used in operating activities was primarily due to the reduction in net loss after adjustments to reconcile net income to net cash in the amount of $1.3 million.
Investing Activities
Net cash used in investing activities was $-0- for the three months ended June 30, 2023, as compared to $854,997 used in investing activities for the three months ended June 30, 2022. The cash used in investing activities for the three months ended June 30, 2022 was primarily due to the purchase of equipment for 2 new co-packing plants and the purchase of a new model for our 1-gallon bottle.
Financing Activities
Net cash used by financing activities for the three months ended June 30, 2023 was $215,115, as compared to net cash provided by financing activities in the amount of $4,764,509 for the three months ended June 30, 2022. The decrease in net cash provided was a result of no proceeds from the sale of common stock, net in the three months ended June 30, 2023 compared to approximately $5.3 million of proceeds from the sale of common stock, net in the three months ended June 30, 2022.
Cash Requirements
Our ability to operating as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. We announced on July 9, 2022 that we have begun implementing a combination of cost-reduction measures and margin enhancements. The cost reduction measures include a) organizational restructuring; b) reductions in professional services; and c) reductions in marketing and promotional expenses and the margin enhancements will include a) packaging changes; b) improved manufacturing efficiencies; c) pricing and promotional optimization; and d) decreases in freight costs due to an enhanced distribution network.
Our cash on hand, plus the implementation of our cost-reduction and margin enhancement strategy, anticipated financing or equity offerings is planned to fund our current planned operations and capital needs. However, if our current plans change or are accelerated, we may seek to sell additional equity or debt securities or obtain additional credit facilities, including seeking investments from strategic investors. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain "disclosure controls and procedures", as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company's disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to the material weaknesses in our internal control over financial reporting disclosed in our annual report on Form 10-K for the fiscal year ended March 31, 2023.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material pending legal proceedings to which our company or any of our subsidiaries is a party or of which any of our properties, or the properties of any of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or any of our subsidiaries or has a material interest adverse to our company or any of our subsidiaries.
Item 1A. Risk Factors
Information regarding risk factors appears in our Annual Report on Form 10-K filed on August 17, 2023. There have been no material changes since August 17, 2023 from the risk factors disclosed in that Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as disclosed below, since the beginning of our fiscal quarter ended June 30, 2023, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in a current report on Form 8-K.
On July 12, 2023, we entered into a settlement agreement and stipulation ("Settlement Agreement") with Silverback Capital Corporation ("Silverback") in connection with the settlement of $1,809,256.03 of bona fide obligations we owed to certain of our creditors. The Settlement Agreement was subject to a fairness hearing, and on September 6, 2023, the Circuit Courts within the Twelfth Judicial Circuit of Palm Beach County, Florida held a fairness hearing and, on September 12, 2023 entered an order granting approval of the Settlement Agreement. If the Settlement Agreement is satisfied in full, we must reduce our debt obligations equal to $1,809,256.03 in exchange for 30,000 common shares to cover Silverback's expenses and the issuance of settlement shares of our common stock pursuant to the terms of section 3(a)(10) of the Securities Act of 1933, in multiple tranches, at a price that is seventy percent (70%) of the average of the three lowest bid prices during the ten (10) trading days immediately preceding the delivery of such tranche. At no time may Silverback beneficially own more than 4.99% of our outstanding common stock.
As of September 20, 2023, we issued 500,000 shares of our common stock, to be valued at 70% of the three lowest bid prices during the ten (10) trading days immediately preceding the delivery of such shares.
Item 3. Defaults Upon Senior Securities
On February 1, 2017, we entered into a credit and security agreement (the "Credit Agreement") with SCM Specialty Finance Opportunities Fund, L.P. ("SCM" or "Lender"), which subsequently changed its name to CNH Finance Fund I, L.P. and then to eCapital Healthcare Corp. The Credit Agreement provides our company with a revolving credit facility (the "Revolving Facility"), the proceeds of which are to be used to repay existing indebtedness of our company, transaction fees incurred in connection with the Credit Agreement and for the working capital needs of our company.
Under the terms of the Credit Agreement, SCM has agreed to make cash advances to our company in an aggregate principal at any one time outstanding not to exceed the lesser of (i) $10 million (the "Revolving Loan Commitment Amount") and (ii) the Borrowing Base (defined to mean, as of any date of determination, 85% of net eligible billed receivables plus 65% of eligible unbilled receivables, minus certain reserves). The advanced under the credit agreement as of June 30, 2023 was $6,064,975.
The Credit Agreement expired on September 14, 2023.
The principal amount of the Revolving Facility outstanding bears interest at a rate per annum equal to (i) a fluctuating interest rate per annum equal at all times to the rate of interest announced, from time to time, within Wells Fargo Bank at its principal office in San Francisco as its "prime rate," plus (ii) 3.25%, payable monthly in arrears. The interest rate as of June 30, 2023 was 16.5%.
To secure the payment and performance of the obligations under the Credit Agreement, we granted to SCM a continuing security interest in all of our assets and agreed to a lockbox account arrangement in respect of certain eligible receivables.
We agreed to pay to SCM monthly an unused line fee in amount equal to 0.083% per month of the difference derived by subtracting (i) the average daily outstanding balance under the Revolving Facility during the preceding month, from (ii) the Revolving Loan Commitment Amount. The unused line fee will be payable monthly in arrears. We also agreed to pay SCM as additional interest a monthly collateral management fee equal to 0.35% per month calculated on the basis of the average daily balance under the Revolving Facility outstanding during the preceding month. The collateral management fee will be payable monthly in arrears. We must also pay certain fees in the event that receivables are not properly deposited in the appropriate lockbox account.
The interest rate will be increased by 5% in the event of a default under the Credit Agreement. Events of default under the Credit Agreement, some of which are subject to certain cure periods, include a failure to pay obligations when due (the Credit Agreement expired on September 14, 2023 and while we are in discussions with SCM, there is an event of default due to the expiration of the agreement), the making of a material misrepresentation to SCM, the rendering of certain judgments or decrees against our company and the commencement of a proceeding for the appointment of a receiver, trustee, liquidator or conservator or filing of a petition seeking reorganization or liquidation or similar relief.
The amount of the owed under the Credit Agreement as of September 20, 2023 was $4,865,545.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
See Item 2 of Part II of this quarterly report on Form 10-Q for the information responsive to this item.
Item 6. Exhibits
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 | Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on May 19, 2021) |
3.16 | Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2022) |
3.17 | Certificate of Change (incorporated by reference from our Current Report on Form 8-K, filed on April 5, 2023) |
3.18 | 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) |
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) |
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) |
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) |
10.49 | Underwriting Agreement, dated March 8, 2019, by and between The Alkaline Water Company Inc. and Canaccord Genuity LLC, as representative of the underwriters named therein (incorporated by reference from our Current Report on Form 8-K, filed on March 11, 2019) |
10.50 | Employment Agreement dated April 25, 2019 with Ronald DaVella (incorporated by reference from our Current Report on Form 8-K filed on May 3, 2019) |
10.51 | Sixth Amendment to Credit and Security Agreement dated June 27, 2019 with CNH Finance Fund I, L.P. (incorporated by reference from our Annual Report on Form 10-K filed on July 1, 2019) |
10.52 | Agreement and Plan of Merger, dated as of September 9, 2019 among The Alkaline Water Company Inc., AQUAhydrate, Inc. and AWC Acquisition Company Inc. (incorporated by reference from our Current Report on Form 8-K filed on September 12, 2019) |
10.53 | Amendment to the Agreement and Plan of Merger, dated as of October 31, 2019 among The Alkaline Water Company Inc., AQUAhydrate, Inc. and AWC Acquisition Company Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 6, 2019) |
10.54 | Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on April 20, 2020) |
10.55 | 2020 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K filed on April 28, 2020) |
10.56 | Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2020) |
10.57 | Sales Agreement, dated as of February 22, 2021, by and between The Alkaline Water Company Inc. and Roth Capital Partners, LLC** (incorporated by reference from our Current Report on Form 8-K filed on February 23, 2021) |
10.58 | Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on March 2, 2021) |
10.59 | Endorsement Agreement executed May 12, 2021 by The Alkaline Water Company Inc. and ABG-Shaq, LLC (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2021) |
10.60 | Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on July 6, 2021) |
10.61 | Employment Agreement dated effective April 25, 2022 with Richard A. Wright (incorporated by reference from our Current Report on Form 8-K filed on April 29, 2022) |
10.62** | Underwriting Agreement, dated May 4, 2022, between The Alkaline Water Company Inc. and Aegis Capital Corp. (incorporated by reference from our Current Report on Form 8-K filed on May 6, 2022) |
10.63 | Separation Agreement & Release of All Claims dated June 2, 2022 by and between Richard Wright, The Alkaline Water Company Inc. and Alkaline 88, LLC (incorporated by reference from our Current Report on Form 8-K filed on June 2, 2022) |
10.64 | Employment Agreement dated July 29, 2022 with Frank Lazaran (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 15, 2022) |
10.65 | Employment Agreement dated as of November 16, 2022 with David Guarino (incorporated by reference from our Current Report on Form 8-K filed on November 17, 2022) |
10.66 | Employment Agreement dated as of November 16, 2022 with Frank Chessman (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 28, 2023) |
10.64 | Employment Agreement dated July 29, 2022 with Frank Lazaran (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 15, 2022) |
10.65* | Settlement Agreement and Stipulation dated July 12, 2023 with Silverback Capital Corporation |
(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* | INS XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Filed herewith.
**Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
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: September 22, 2023 | By: | /s/ Frank Chessman |
| | Frank Chessman |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
Date: September 22, 2023 | By: | /s/ David A. Guarino |
| | David A. Guarino |
| | Chief Financial Officer and Treasurer |
| | (Principal Financial Officer and Principal |
| | Accounting Officer) |