Current Report Filing (8-k)
May 11 2016 - 3:27PM
Edgar (US Regulatory)
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):
May 10, 2016
Alkame Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada
|
000-55267
|
98-0661455
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
3651
Lindell Road, Suite D #356
Las
Vegas, Nevada
|
89103
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s telephone number, including area code:
(702) 273-9714
___________________________________________________
(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 (17CFR 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))
|
SECTION
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
May 10, 2016, we entered into a Debt Exchange Agreement with Coldstream Summit Ltd. (“Coldstream”) pursuant to which
we converted $1,076,125 in debt held by Coldstream into 1,250,000 shares of our newly created Series E Preferred Stock in our
company.
A
copy of the Debt Exchange Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by
reference.
SECTION
3 – SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Items 1.01 and 3.03 is incorporated into this Item 3.02 by reference.
The
issuance of the above shares was made in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities
Act of 1933 and/or Regulation D promulgated thereunder.
Item
3.03 Material Modification of Rights of Security Holders
On
May 10, 2016, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred
stock entitled Series E Preferred Stock, consisting of up to 1,250,000 shares. The Certificate of Designation for the Series E
Preferred Stock contains the following features:
|
2)
|
Dividends
on an as converted basis along with the holders of common stock as and when declared
by our Board of Directors;
|
|
3)
|
Rank
junior to all other issued and outstanding shares of preferred stock in any liquidation;
|
|
4)
|
A
liquidation preference over common stock equal to the greater of: $1.00 per share and
any unpaid dividends; and the as converted amount;
|
|
5)
|
Convertible
into common stock, subject to adjustments, at a conversion price equal to a 50% discount
to the VWAP per share for the 5 trading days prior to written notice of conversion;
|
|
6)
|
Redeemable
by us at $1.00 per share; and
|
|
7)
|
Protective
provisions requiring prior approval to: issue additional shares of preferred stock in
an already existing and designated series; liquidate the business; pay dividends; or
take any other action under Nevada law that would require prior approval of the holders
of Series E Preferred Stock.
|
The
full rights afforded to the holders of Series E Preferred Stock are defined in the relevant Certificate of Designation filed with
the Nevada Secretary of State on May 10, 2016, attached hereto as Exhibit 3.1, and is incorporated by reference herein.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.03 Amendments to Articles of Incorporation or Bylaws
The
disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
On
May 10, 2016, we filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Articles of Incorporation
to increase the authorized shares of Common Stock of our company (the “Amendment”). The Amendment authorizes us to
issue 5,500,000,000 shares of Common Stock, par value $0.001 per share. The Amendment did not increase our authorized shares of
Preferred Stock.
The
Amendment was approved by the board of directors by unanimous written consent resolution dated February 12, 2016 signed by all
the members of the board of directors. The Amendment was also approved by certain shareholders of the Company holding a majority
of the total issued and outstanding voting shares of the Company by written consent resolution dated February 12, 2016.
A
copy of the Amendment is attached hereto as Exhibit 3.2, and is incorporated by reference herein.
Section
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and 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.
Alkame
Holdings, Inc.
/s/
Robert Eakle
Robert
Eakle
Chief
Executive Officer
Date:
May 11, 2016
Alkame (CE) (USOTC:ALKM)
Historical Stock Chart
From Apr 2024 to May 2024
Alkame (CE) (USOTC:ALKM)
Historical Stock Chart
From May 2023 to May 2024