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): January 16, 2015

Alkame Holdings, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada 333-175044 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

 

As previously disclosed, on April 21, 2014, Alkame Holdings, Inc., a Nevada corporation (the “Company”) entered into a Stock Purchase Definitive Agreement (the “Agreement”) with Xtreme Technologies, Inc., an Idaho corporation (“Xtreme”). Pursuant to the terms of the Agreement, the Company agreed to acquire all of the issued and outstanding capital stock of Xtreme in exchange for certain consideration as set forth in the Agreement.

 

On January 16, 2015, the parties to the Agreement entered into an amendment (the “Amendment”) that changes, among other things, the Closing Date (defined below).

 

In accordance with the terms of the Agreement and Amendment, the Company agreed to purchase all of the outstanding shares of Xtreme for the purchase price of $2,000,000.00, payable as follows:

 

The Amendment also requires that the Company guarantee the obligations on employment agreements for Xtreme’s key employees, namely, Keith Fuqua, Timm Ott and Casey Henry. The employment agreements with Messrs. Fuqua, Ott and Henry have the terms set forth in the following table.

 

Employee Position Term Compensation Commission Benefits Severance
Keith Fugua Operations Director One year $70,000 annually and annual bonus 5% on gross sales made to Walmart Benefit plans 6 months’ severance for termination in certain instances; residual commissions for 1 year
Timm Ott Sales and Marketing Director and Treasurer One year $2,700 per month salary and annual bonus $1.00 per case of product sold Benefit plans 6 months’ severance for termination in certain instances
Casey Henry Manufacturing Director One year $4,350 per month and annual bonus $1.00 per case of product sold Benefit plans 6 months’ severance for termination in certain instances

 

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In addition, after the Closing Date, Xtreme’s current officers and directors, namely, Jeffery J. Crandall, John N. Marcheso and Michael J. Bibin, shall continue to serve in that capacity until the $525,000 is paid in full. The Company’s President and CEO, Robert K. Eakle and two (2) additional representatives of the Company shall be appointed as directors of Xreme and shall serve together with the other directors until the $525,000 is paid in full. In addition, Mr. Eakle shall be named as President and Chief Executive Officer of Xtreme. Until the $525,000 is paid in full, the officers and directors of Xtreme shall not make any material change in the company’s business and operations without unanimous consent of the directors. If the $525,000 is not paid in full within one hundred twenty (120) days of the Closing Date, then the appointments of Mr. Eakle and the other two Company representatives as interim officers and directors shall be terminated. Upon payment of $525,000 in full to Xtreme, all former officers and directors of Xtreme shall resign and full control of Xtreme shall be tendered to the Company.

 

The Company previously held a three year limited exclusive distribution agreement with Xtreme for the consumer market. The Company was permitted to distribute the technologically enhanced bottled water in the consumer market in the United States, Canada and Mexico. As a result of the Agreement and Amendment, Xtreme became a wholly-owned subsidiary of the Company and the Company acquired the patents on the proprietary process that the Company believes is the most technologically advanced in water treatment systems for complete hydration. The Company will now assume the operations of Xtreme and continue its business of distributing technologically enhanced bottled water.

 

A copy of the Agreement is attached as Exhibit 2.1 to the Company’s Form 8-K filed on April 22, 2014 with the Securities and Exchange Commission and incorporated herein by reference. A copy of the Amendment is attached hereto as Exhibit 2.2 and is incorporated herein by reference. The foregoing description of the Agreement and Amendment is qualified in its entirety by reference to the full text of the Agreement and Amendment.

 

SECTION 2 – FINANCIAL INFORMATION

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.

 

SECTION 3 – SECURITIES AND TRADING MARKETS

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the unregistered sales of equity securities is incorporated by reference into this Item 3.02.

 

Pursuant to the Agreement, the Company will issue 35,625,000 shares of its Series B Preferred Stock to the shareholders of Xtreme.

 

The issuance of the shares is exempt from registration in reliance upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended.

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Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

 

(a) Financial statements of businesses acquired

To the extent the financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K are determined to be required to be filed, they will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.

(b) Pro forma financial information.

To the extent the pro forma financial information required pursuant to Item 9.01(b) of Form 8-K is determined to be required to be filed, it will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.

(d) Exhibits

Exhibit No. Description
   
2.2 Amendment Stock Purchase Definitive Agreement, dated January 16, 2015

 

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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.

 

 

Date:  January 20, 2015 Alkame Holdings, Inc.
By:  /s/ Robert Eakle
Robert Eakle
Chief Executive Officer

 

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