お知らせ • Jul 14
Water Now, Inc. Announces Chief Executive Officer Changes On April 1, 2022, David King (“Mr. King”), the sole member and Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of Water Now, Inc. (the “Company”) entered into an executive transition agreement (the “Executive Transition Agreement”) with Gary Westerlage (“Mr. Westerlage”). Pursuant to the Executive Transition Agreement, among other matters, Mr. King agreed to resign from the Board and from his position as Chief Executive Officer of the Company. Other terms of the Executive Transition Agreement are described below. Pursuant to the Executive Transition Agreement, the Company entered into a separation and release agreement (the “Separation Agreement”, attached to the Executive Transition Agreement as Exhibit 3) with Mr. King. Pursuant to the Separation Agreement and pursuant to written resignation delivered to Mr. Westerlage on April 1, 2022, Mr. King resigned from his position as Chairman of the Board, his position as a member of the Board, and his position as Chief Executive Officer of the Company, effective April 1, 2022. Pursuant to the Written Consent Appointing Westerlage, the Board increased the size of the Board to two members and appointed Mr. Westerlage to the Board. Mr. King, acting on behalf of the Board, then appointed Mr. Westerlage as Chief Executive Officer. お知らせ • Mar 31
Water Now, Inc. announced delayed annual 10-K filing On 03/29/2021, Water Now, Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC. お知らせ • Nov 14
Water Now, Inc. announced delayed 10-Q filing On 11/13/2020, Water Now, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. お知らせ • Sep 30
RigMax H20, LLC entered into a letter of intend to acquire substantially all assets of Water Now, Inc. (OTCPK:WTNW) for $30 million. RigMax H20, LLC entered into a letter of intend to acquire substantially all assets of Water Now, Inc. (OTCPK:WTNW) for $30 million on June 2, 2020. RigMax H20, LLC entered into a definitive agreement to acquire substantially all assets of Water Now, Inc. on July 31, 2020. The consideration will be paid in cash and is subject to certain adjustments and credits. In case of termination, RigMax H20 will pay a break-up fee equal to (a) all amounts provided to Water Now as deposits (including but not limited to the deposit provided for on execution of the letter of intent and the additional sum of $0.05 million provided on July 29, 2020) plus (b) the sum of $3 million.
The transaction is subject to receipt of approval of shareholder of Water Now; completion of a financial, technical and legal due diligence investigation; delivery of a fully executed escrow agreement; obtaining all third party consents; all of the key business employee shall continue to be employed by one of the sellers as of the closing date, or are under contract to one of the sellers on substantially the same terms as on the effective date and each shall have executed a similar contractual arrangement, satisfactory to RigMax H20 for continuation of services with RigMax H20 after the closing; approval by RigMax H20’s board; and other mandated regulatory approvals. A special meeting of the shareholders of Water Now, Inc. is schedule to be held on September 30, 2020 to approve the transaction and to approve an amendment to the Certificate of Formation of the Water Now, Inc. to change its name to WTNW, Inc., or such other name approved by the sole director of the Company, following, and conditioned upon, the closing of the Asset Sale, approval of Plan of Liquidation Proposal, Advisory Vote on Transaction Related Compensation and approval of Proposal to Adjourn or Postpone the Special Meeting. The transaction will close on or before October 31, 2020. As of September 29, 2020 the transaction is targeted to close on the date of the special meeting of shareholders to be held on November 25, 2020. The use of proceeds will be used to (i) pay off our transaction costs and related expenses; (ii) make the Transaction Related payments; (iii) pay off all of our existing debt; and (iv) make other adequate provision for the discharge of the Water Now, Inc.’s liabilities and obligations. It is anticipated that a significant portion of the remaining balance of the sale proceeds plus our cash on hand, after making adequate provision for the discharge of the Water Now, Inc.’s liabilities and obligations, will be used to make a liquidating dividend payment to our shareholders.
Joseph L. Page of Selman Munson & Lerner, P.C. acted as legal advisor for RigMax H20. George L. Diamond of Gray Reed & McGraw, P.C. acted as legal advisor for Water Now, Inc. Commerce Street acted as Fairness Opinion Provider to Water Now, Inc. and received $0.025 million fee for its service. お知らせ • Aug 14
Water Now, Inc. announced delayed 10-Q filing On 08/13/2020, Water Now, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. お知らせ • Jun 19
Water Now, Inc. Auditor Raises 'Going Concern' Doubt Water Now, Inc. filed its Annual on Jun 16, 2020 for the period ending Dec 31, 2019. In this report its auditor, Turner, Stone & Company, LLP, gave an unqualified opinion expressing doubt that the company can continue as a going concern.