false
2023-10-09
0001532390
The Alkaline Water Company Inc.
0001532390
2023-10-09
2023-10-09
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):
October 9, 2023
THE ALKALINE WATER COMPANY INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-38754
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99-0367049
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| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
8541 E. Anderson Drive, Suite 100
Scottsdale, Arizona, United States
85255
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (480) 656-2423
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
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Trading Symbols |
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Name of each exchange on which registered |
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Common stock, par value $0.001 per share
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WTER
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☐
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Letter dated October 9, 2023
On October 9, 2023, The Alkaline Water Company Inc. (the "Company") received a deficiency letter from the Listing Qualifications Department of The NASDAQ Stock Market (the "Staff"), notifying the Company that, for the last 30 consecutive business days, the closing bid price of the Company's common stock has not been maintained at the minimum required closing bid price of at least US$1.00 per share as required for continued listing on The NASDAQ Capital Market pursuant to Listing Rule 5550(a)(2) ("Minimum Bid Price Rule").
In accordance with NASDAQ Listing Rules, the Company has been given 180 calendar days, or until April 8, 2024, to regain compliance with the Minimum Bid Price Rule. If at any time before April 8, 2024, the closing bid price of the Company's common stock is at least US$1.00 for a minimum of 10 consecutive business days, the Staff will provide written confirmation of compliance and this matter will be closed. In the event the Company does not regain compliance, the Company may be eligible for additional time to regain compliance of up to an additional 180 calendar days. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
The Company is currently evaluating various alternative courses of action to regain compliance with the Minimum Bid Price Rule. However, there can be no assurance that the Company will regain compliance or maintain the listing of its common stock on the NASDAQ Capital Market.
If the Company does not regain compliance with the Minimum Bid Price Rule by April 8, 2024 or any extension period, the Staff will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may appeal the Staff's delisting determination to a Hearings Panel (the "Panel"). The Company would remain listed pending the Panel's decision. There can be no assurance that, if the Company does appeal a delisting determination by the Staff to the Panel, such appeal would be successful.
Letter dated October 11, 2023
As previously reported on Form 8-K filed on April 19, 2023, on April 13, 2023, the Company received a deficiency letter from the Staff, notifying the Company that, for the previous 30 consecutive business days, the Company's minimum Market Value of Listed Securities ("MVLS") was below the minimum of US$35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the "Market Value Standard"). The Staff also noted that the Company does not meet the requirements under Nasdaq Listing Rules 5550(b)(1) Equity Standard and 5550(b)(3) and Net Income Standard.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was given 180 calendar days, or until October 10, 2023, to regain compliance with the Market Value Standard. To regain compliance with the Market Value Standard, the MVLS for the Company's common stock must have been at least US$35 million for a minimum of 10 consecutive business days at any time during this 180-day period.
On October 11, 2023, the Company received a determination letter (the "Letter") from the Staff stating that the Company has not regained compliance with the Market Value Standard. The Letter stated that, unless the Company requests an appeal of this determination no later than 4:00 p.m. (Eastern time) on October 18, 2023, the Staff has determined that the Company's common stock will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on October 20, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission which will remove the Company's common stock from listing and registration on The Nasdaq Stock Market.
The Company intends to request a hearing before the Panel to appeal the Letter. While the appeal process is pending, the suspension of trading of the Company's common stock is stayed, and the Company's common stock will continue to trade on The Nasdaq Capital Market until the hearing process concludes and the Panel issues a written decision.
The Company is diligently working to satisfy Nasdaq's requirements in a timely manner. However, there can be no assurance that the Panel will grant the Company's request for a suspension of delisting or continued listing on The Nasdaq Capital Market. If the Company's common stock ceases to be listed for trading on The Nasdaq Capital Market, the Company would expect that its common stock would be traded on one of the three tiered marketplaces of the OTC Markets Group.
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/ Frank Chessman
Frank Chessman
President and Chief Executive Officer
October 13, 2023