AMBIENT WATER CORPORATION (OTCMKTS:AWGI) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
Unregistered Sale of Equity Securities
Changes in Control of Registrant
The following describes a limited change in control of the Company’s voting capital stock for the limited purpose of avoiding a material default in our outstanding convertible promissory note agreements.
On November 30, 2016, the Company issued Keith White, the Company’s Chief Executive Officer, One (1) share of Series B Preferred stock. The share was sold at par value, $10.00.
This single share of Series B Preferred Stock provides Mr. White with a limited and specific voting right representing Fifty-one (51%) percent of the Company’s voting capital stock. The Series B shares may only be voted for the single purpose of increasing the Company’s authorized common stock capital associated with our two outstanding convertible promissory notes.
The sole purpose of granting Mr. White this right is to enable the Company to expedite an increase in the authorized common stock by majority shareholder written consent in lieu of a special meeting of the board of directors. This consent process is much quicker and less costly than a shareholder proxy meeting process. This expedited process is intended to preserve operating cash and prevent a material default in the Company’s existing convertible promissory notes. A material default would trigger a 150% mandatory default penalty. When the notes are discharged Mr. White’s Preferred Stock will be deemed cancelled and returned to the corporate treasury.
The notes require a floating "Reservation of Shares" calculated by a formula which uses the Company’s stock price. The promissory notes, in paragraph 3 titled "Reservation of Shares state: "At all times during which this Note is convertible, the Borrower shall reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note."
A copy of this $900,000 note was filed as an exhibit our Form 8-K filed on March 21, 2014. The same lender has extended an additional $250,000 line of credit convertible promissory note to the Company. The footnotes to our most recently filed quarterly Financial Statements, Note 6, titled "Convertible Notes Payable and Derivative Liabilities" contain additional details. The outstanding notes are Note A and G in the Table in Note 6.
Due to our low stock price we continue have insufficient common stock capital to satisfy the reservation of shares requirement. This deficiency has been waived by the lender with the understanding that the Company would cure this deficiency. The final cure will be implemented when Mr. White votes in favor of amending our articles of incorporation thereby increasing the Company’s authorized common stock capital to a figure which satisfies the "Reservation of Shares" requirement.
This majority limited voting right granted to Mr. White was disclosed in the Company’s Current Report on Form 8-K which was filed on September 13, 2016. The following paragraphs restate the preferences and limitations of the Series B Preferred Stock.
Section 1. Designation of Series. The shares of such series shall be designated as the “Series B Preferred Stock” (the “Series B Preferred Stock”) and the number of shares initially constituting such series shall be One (1) share, par value $10.00 per share.
Section 2. Voting. The Series B Preferred Stock will have continuing super voting rights which will always represent no less than Fifty-one (51%) percent of all the Company’s voting capital stock.
Section 3. Voting Limitation. The Series B Preferred Stock has limited voting rights in that it may only be voted for the purpose of increasing the Company’s common stock capital so as to avoid any shortfall in the Company’s authorized common stock capital relating to the two presently outstanding convertible promissory notes which contain a "Reservation of Shares" covenant.
Section 4. Termination. At such time as the two referenced convertible promissory notes shall be discharged, the Series B Preferred Stock will be deemed cancelled and returned to the corporate treasury.
Section 5. Miscellaneous. The holders of the Series B Preferred Stock shall not be entitled to receive dividends paid on the Common Stock, nor any liquidation preference, nor any conversion rights.
These shares were issued to Mr. White under the transaction exemption provided for by Section 4(a)(2) of the Securities Act of 1933, as amended. The sale did not involve a public offering.
As of November 30, 2016, Mr. White will have the ability to vote 53% of the Company’s capital stock when combining the Series B Share with his common share ownership.
Regulation FD Disclosure
On December 1, 2016, the Company issued a press release concerning sales of residential atmospheric water generation units in both Peru and Mexico. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release attached hereto is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Financial Statements and Exhibits
Press Release dated December 1, 2016
About AMBIENT WATER CORPORATION (OTCMKTS:AWGI)
Ambient Water Corporation, formerly AWG International Water Corporation, designs and sells atmospheric water generation products. The Company designs and builds air-to-water appliances for residential and commercial drinking water applications based on its technologies. Its products harvest water from the humidity in the atmosphere to produce pure drinkable water. The Company markets and sells its products through a network of domestic and international distributors with identified geographic territories. Its products for sale include Model 2500 and Ambient Water 400. The Model 2500 is a home and office appliance designed to produce approximately 4.8 gallons per day (18 liters) of drinking water at over 80% relative humidity and approximately 75 degrees Fahrenheit. The Ambient Water 400 has commercial water generation capacity of approximately 400 gallons per day at over 80% relative humidity and approximately 75 degrees Fahrenheit utilizing conventional electrical power sources. AMBIENT WATER CORPORATION (OTCMKTS:AWGI) Recent Trading Information
AMBIENT WATER CORPORATION (OTCMKTS:AWGI) closed its last trading session up +0.00015 at 0.00040 with 5,412,000 shares trading hands.