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~~ Event Reported): ~~May~~July 1331, 2020

WATER NOW, INC.

(Exact name of registrant as specified in its charter)

Texas

000-55825

81-1419236

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

5000 South Freeway, Suite 110

Fort Worth Texas

76115

(Address of principal executive offices)

(Zip Code)

(817) 900-9184

(Registrant’s telephone number, including area code)

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	Trading Symbol(s)	Name of each exchange on which registered
None	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2). [X] 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. [X]

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On July 31, 2020, Water Now, Inc. and its wholly owned subsidiary, HydraSpin USA, Inc. (collectively, the “Company”), entered into an Asset Sale and Purchase Agreement (the “Agreement”) by and among the Company, RigMax, LLC, a Texas limited liability company (the “Parent”), and RigMax H2O, LLC, a Texas limited liability company (the “Buyer”). Under the terms of the Agreement, the Company shall sell substantially all of its assets to the Buyer effective on a date that is no later than seven (7) business days after the stated closing conditions are satisfied or on such other date as agreed upon by the Company and the Buyer (the “Closing Date”).

The Agreement, among other things, provides for the following:

•

The Company will sell all of its right, title and interest in the Assets, as that term is defined in the Agreement, to the Buyer.

•

The purchase price (the “Purchase Price”) for the Assets to be sold to the Buyer is $30,000,000, less all pre-closing deposits made by the Buyer, payable in cash and in full at closing.

•

In accordance with the terms of a separate Escrow Agreement to be entered into by the parties, $1,000,000 of the Purchase Price will be held in an escrow account for a period of 12 months following the closing to satisfy claims the Buyer may have against the Company under the Agreement.

•

The Agreement may be terminated at any time before the Closing Date by (i) mutual written consent of the parties, (ii) by the Company or the Buyer if there has been a breach by a party of its representations, warranties or covenants that is not timely cured, (iii) by either party in the event all conditions precedent to closing are not satisfied before October 31, 2020, or (iv) by either party in the event the Company is unable to obtain shareholder approval of the transactions contemplated by the Agreement on or before October 31, 2020.

•

The Company may also terminate the Agreement in the event it receives a bona fide third-party, unsolicited written acquisition proposal that the board of directors reasonably concludes in good faith, after consultation with outside legal counsel, constitutes or would constitute a superior proposal. If the Company elects to exercise this option it shall have to pay to the Buyer the break-up fee described in the Agreement.

•

The Company and the Buyer have generally agreed to mutual indemnification for certain losses incurred in connection with the transactions contemplated by the Agreement and its ancillary documents.

•

The Asset sale is subject to, among other standard closing conditions, approval by the holders of a majority of the issued and outstanding shares of Water Now, Inc.’s common stock.

The transaction is expected to close on or before October 31, 2020. The actual timing may vary materially based on various factors including the approval by holders of a majority of the issued and outstanding shares of Water Now, Inc.’s common stock and the receipt and satisfaction of other closing conditions listed in the Agreement.

The Agreement contains representations, warranties and covenants by the parties and other factual information about the Company, the Buyer and their respective businesses or operations. The representations, warranties covenants and other factual statements: (i) have been made solely for the benefit of the other party or parties to such agreements and amendments; (ii) were made only as of the date of such agreements and amendments or such other date(s) as expressly set forth in such agreements or amendments and are subject to more recent developments, which may not be fully reflected in our public disclosure; (iii) may have been subject to qualifications with respect to materiality, knowledge and other matters, which qualifications modify, qualify and create exceptions to the representations, warranties and covenants in the agreements or amendments; (iv) may be qualified by disclosures made to such other party or parties in connection with signing such agreements or amendments, which disclosures contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants in such agreements or amendments; (v) have been made to reflect the allocation of risk among the parties to such agreements or amendments rather than establishing matters as facts; and (vi) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations, warranties, covenants, and statements of fact should not be relied upon by investors as they may not describe the Company's actual state of affairs as of July 31, 2020 or as of the date of filing this Current Report on Form 8-K.

Item 8.01 Other Events

~~Due to the outbreak of, and local, state and federal governmental responses to, the COVID~~Post-~~19 coronavirus pandemic, Water Now,~~Closing Inc. (the “Company”) is filing this current report on Form 8-K to avail itself of an extension to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”), originally due on May 15, 2020. Specifically, the Company is relying on an order issued by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (which extended and superseded a prior order issued on March 4, 2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465)(the “Order”), regarding exemptions granted to certain public companies. The Order allows a registrant up to an additional 45 days after the original due date of certain reports required to be filed with the SEC if a registrant’s ability to file such report timely is affected due to COVID-19. Expectations

~~The Company’s~~In ~~operations~~connection ~~and~~with ~~business have experienced disruptions due to~~ the ~~unprecedented conditions surrounding the~~transactions ~~COVID-19~~described ~~pandemic spreading throughout the United States and the world. These disruptions include~~above, ~~but are not limited to: cessation in drilling activities in areas where~~ the Company’s ~~Hydraspin~~expects ~~products are deployed as a result of~~ the ~~dramatic~~ ~~decrease~~following inevents ~~oil prices resulting in either the turning off or the relocation of the Company’s Hydraspin units, office closures, and the unavailability of key Company personnel required~~ to ~~prepare the Company’s financial statements for the quarter ended March 31, 2020 due to suggested, and mandated, social quarantining and work from home orders~~occur.

~~As such,~~Liquidation ~~the Company will be relying on the Order and will be making use~~ of the ~~45-day grace period provided by the Order to delay filing of its Quarterly Report. The~~ Company ~~plans to file its Quarterly Report by no later than June 29, 2020, 45 days after the original due date of its Quarterly Report.~~

~~The~~As ~~Company~~soon isas ~~supplementing~~practicable ~~its~~after ~~risk~~the ~~factors~~Closing ~~previously~~Date, ~~disclosed~~Water inNow, ~~the~~Inc., ~~Company’s~~after ~~Annual~~satisfaction ~~Report~~of onall ~~Form~~debt ~~10-K~~and ~~for~~other ~~the~~third ~~year~~party ~~ended~~obligations, ~~December~~intends 31to pay a liquidating dividend to the holders of its outstanding common stock (the “Liquidation Event”). Thereafter, the ~~2018~~Company shall be dissolved in accordance with the ~~following~~laws ~~risk~~of ~~factors:~~the State of Texas.

AnTermination ~~occurrence~~ of anFuture ~~uncontrollable~~Periodic ~~event~~Reporting ~~such as the COVID-19 pandemic is likely to negatively affect, and has to date negatively affected, our operations.~~Obligations

~~The occurrence~~Following ofthe anLiquidation ~~uncontrollable~~Event ~~event such as~~ the ~~COVID-19~~Company ~~pandemic~~will isno ~~likely~~longer tohave ~~negatively~~any ~~affect~~outstanding ~~our~~securities ~~operations.~~registered Awith ~~pandemic~~the ~~typically results~~U.S. inSecurities ~~social distancing, travel bans~~ and ~~quarantine,~~Exchange ~~and~~Commission ~~the effects of,~~ and ~~response to~~, ~~the~~following ~~COVID-19~~any ~~pandemic~~required ~~has~~deregistration ~~limited access to our facilities~~procedures, ~~customers,~~will ~~management, support staff and professional advisors. These, in turn, have~~ not ~~only~~be ~~negatively~~subject ~~impacted our operations, financial condition and demand for our services, but our overall ability~~ to ~~react timely to mitigate~~ the ~~impact~~periodic ofreporting ~~this~~obligations ~~event.~~of Wethe ~~anticipate~~Securities ~~that~~Exchange ~~our~~Act ~~first~~of ~~quarter and second quarter 2020 financial results~~1934, atas ~~a minimum, will be significantly negatively affected by COVID-19; however, the full effect on our business and operation is currently unknown~~amended.

~~Our business~~Press ~~may suffer from the severity or longevity of the Coronavirus/COVID-19 Global Outbreak~~Release

~~The~~On ~~demand~~July ~~for~~August ~~our services relies upon~~3, ~~among~~2020 ~~other things, (a)~~ the ~~continued~~Company ~~drilling~~issued for hydrocarbons in regions where our Hydraspin units are deployed, such as the Permian Basin, and (b) our ability to receive, retro-fit, deploy and maintain our Hydraspin units for our customers. The decrease in oil prices has resulted in a ~~decline~~press inrelease ~~the~~regarding utilization of our Hydraspin units by customers resulting in a corresponding decrease in revenues. Additionally, government mandated ‘stay-at-home’ and similar from operating altogether. Loss of available employees due to health concerns or the ~~lack~~ ofentry ~~revenue~~into ~~to pay salaries may in~~ the ~~future limit our ability to operate. Economic recessions~~Agreement, ~~including those brought on by the COVID-19 Outbreak may have~~ a ~~negative~~copy ~~effect~~of ~~on the demand for our services and consequently our operating results. We have also experienced delays due to the COVID-19 Outbreak in receiving products and supplies~~ which weis ~~need~~attached ~~to operate. All of the above may be exacerbated in the future~~ as ~~the COVID-19 Outbreak and the governmental responses thereto continues. All~~an ofExhibit ~~the above may in the future cause, and have~~ to ~~date~~this ~~caused,~~Current ~~a material adverse effect on our operating results~~Report.

~~Cautionary Note Regarding Forward-Looking Statements~~2

~~Certain of~~Item ~~the statements contained in this report should be considered forward-looking statements~~9.01 ~~These~~Financial ~~forward-looking statements may~~Statements be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and ~~other similar words~~Exhibits. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and other risks and uncertainties listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s products or services, global supply chains and economic activity in general. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

Pursuant to the rules and regulations of the SEC, the Company has filed the Agreement and the press release as Exhibits 10.1 and 99.1, respectively, to this Current Report on Form 8-K.

Exhibit No.

Description of Exhibit

10.1

Asset Sale and Purchase Agreement by and among Water Now, Inc., HydraSpin USA, Inc., RigMax, LLC, and RigMax H2O, LLC dated July 31, 2020

99.1

Press Release dated August 3, 2020

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities law. Words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue,” “predict,” “intend,” “plan,” or other similar words, identify forward-looking statements. Forward-looking statements appear in a number of places in this Current Report on Form 8-K and include statements regarding our intent, belief or current expectation about, among other things, pending transactions, the outcomes of certain transactions, our financial condition, our ability to pay certain liabilities including the investment notes, our periodic reporting requirements under federal securities laws, and our liquidation strategies. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. The forward-looking statements included herein reflect and contain management’s current judgment and assumptions, and involve risks and uncertainties that could cause actual results, events, and performance to differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements. Actual results may differ materially from those indicated in the forward- looking statements as a result of various factors, including, but not limited to, those risk factors set forth in Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or as may be updated in our other filings with the SEC from time to time. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Any of these risks could cause our results to differ materially from those expressed in our forward-looking statements or have an adverse effect on our business, financial condition and results of operations. When considering forward-looking statements you should keep these risk factors in mind, as well as the other cautionary statements set forth in this Current Report on Form 8-K. These forward-looking statements are made as of the date of this filing. We do not intend to update any of these forward-looking statements or publicly announce the results of or any revisions to these forward-looking statements, other than as is required under the federal securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 13, 2020			WATER NOW, INC.
	Water Now, Inc.
	By:	/s/ David King	~~By:~~	~~/s/ David King~~
			Name:	David King
	David King
			Title:	Chief Executive Officer and Chief Financial Officer
	Chief Executive Officer
Dated: August 3, 2020

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