0001415889-19-000503.txt : 20190506 0001415889-19-000503.hdr.sgml : 20190506 20190506154407 ACCESSION NUMBER: 0001415889-19-000503 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190426 FILED AS OF DATE: 20190506 DATE AS OF CHANGE: 20190506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Scot CENTRAL INDEX KEY: 0001558913 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32420 FILM NUMBER: 19799172 MAIL ADDRESS: STREET 1: 20 EAST 20TH ST. STREET 2: APT. 6 CITY: NEW YORK STATE: NY ZIP: 10003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: True Drinks Holdings, Inc. CENTRAL INDEX KEY: 0001134765 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 841575085 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 PARK PLAZA STREET 2: SUITE 1200 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9492033500 MAIL ADDRESS: STREET 1: 2 PARK PLAZA STREET 2: SUITE 1200 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: BAZI INTERNATIONAL, INC. DATE OF NAME CHANGE: 20100803 FORMER COMPANY: FORMER CONFORMED NAME: XELR8 HOLDINGS, INC. DATE OF NAME CHANGE: 20070321 FORMER COMPANY: FORMER CONFORMED NAME: VITACUBE SYSTEMS HOLDINGS INC DATE OF NAME CHANGE: 20040331 4 1 form4-05062019_120553.xml X0306 4 2019-04-26 0001134765 True Drinks Holdings, Inc. TRUU 0001558913 Cohen Scot C/O TRUE DRINKS 1007 BRIOSO DRIVE COSTA MESA CA 92627 true false false false Common Stock 2019-04-26 4 A 0 101549439 A 109031887 D Common Stock 2019-04-26 4 A 0 73341261 A 182373148 D Common Stock 2019-04-26 4 A 0 73341261 A 73341261 I By V3 Capital Partners LLC Common Stock 2019-04-26 4 C 0 60000 A 182433148 D Common Stock 2019-04-26 4 C 0 16000000 A 198433148 D Common Stock 2019-04-26 4 C 0 200000 A 200000 I by IRA Common Stock 2019-04-26 4 C 0 1900000 A 75241261 I By V3 Capital Partners LLC Common Stock 2019-04-26 4 C 0 200000 A 200000 I By Scot Jason Cohen Foundation Series A Convertible Preferred Stock 0.0044 2019-04-26 4 A 0 3750.97 A Common Stock 84624602 3750.97 D Warrants 0.0044 2019-04-26 4 A 0 56416355 A 2024-04-26 Common Stock 56416355 56416355 D Series B Convertible Preferred Stock 2019-04-26 4 C 0 4000 0 D Common Stock 16000000 0 D Series B Convertible Preferred Stock 2019-04-26 4 C 0 3750 0 D Common Stock 60000 0 D Series B Convertible Preferred Stock 2019-04-26 4 C 0 12500 0 D Common Stock 200000 0 I By IRA Series B Convertible Preferred Stock 2019-04-26 4 C 0 118750 0 D Common Stock 1900000 0 I By V3 Capital Partners LLC Series B Convertible Preferred Stock 2019-04-26 4 C 0 12500 0 D Common Stock 200000 0 I By Scot Jason Cohen Foundation Securities received by the Reporting Person in exchange for 200,000 membership units of Charlie's Chalk Dust, LLC ("CCD") owned by the Reporting Person in connection with exchange of all outstanding membership units of CCD for securities of the Registrant, consisting of shares of the Registrant's common stock and Series A Convertible Preferred Stock ("Series A Preferred") (the "Exchange"). Shares issued to the Reporting Person as compensation for advisory services rendered by the Reporting Person in connection with Exchange. Each share of Series B Convertible Preferred Stock ("Series B Preferred") was convertible into that number of shares of the Registrant's common stock equal to the stated value, $4 per share, divided by the conversion price of $0.25 per share. Each share of Series D Convertible Preferred Stock ("Series D Preferred") was convertible into that number of shares of the Registrant's common stock equal to the stated value, $100 per share, divided by the conversion price of $0.025 per share. Each share of Series A Preferred has a stated value of $100 per share, and is convertible into that number of shares of Common Stock equal to such stated value divided by 0.0044313. Shares of Series A Preferred may be converted into shares of the Registrant's common stock at anytime after such date that the Registrant has amended it Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance thereunder by a sufficient amount to allow for the conversion of all derivative securities issued by the Registrant to individuals in connection with the Exchange (the "Charter Amendment"). Shares of Series A Preferred have no expiration date. Warrants may be exercised at anytime after such date that the Registrant has effected the Charter Amendment. Shares of the Series D Preferred were exercisable immediately upon issuance, and had no expiration date. Shares of the Series B Preferred were exercisable immediately upon issuance, and had no expiration date. /s/ Scot Cohen 2019-05-06