UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13D-2(a)
UndertheSecurities Exchange Actof1934
Water Now, Inc.
(Nameof Issuer)
Common Stock, no par value
(Title ofClass ofSecurities)
94114L109
(CUSIP Number)
David King
4555 Village Creek Road
Fort Worth, Texas 76119
Tel: (817) 908-6382
Copy to:
Gray Reed & McGraw LLP
1601 Elm Street Suite 4600
Dallas, TX 75201
Tel: (214) 954-4135
(Name, Address and Telephone Number of Person Authorized to Receive Notices andCommunications)
November 2, 2017
(Date ofEvent which Requires Filing of this Statement)
Ifthe filing person has previously filed astatementonSchedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note:Schedules filed in paper format shall include asigned original and five copiesofthe schedule, including all exhibits. SeeRule.13d-7 for other parties to whom copies aretobesent.
* The remainder ofthis cover page shall befilled outfor areporting person’s initial filingonthis form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided inaprior cover page.
Theinformation requiredonthe remainder of this cover page shall not bedeemed to be “filed” for the purpose ofSection 18 of the Securities Exchange Act of1934 (“Act”) orotherwise subject to the liabilities ofthat sectionofthe Act butshall besubject to all other provisions of theAct(however, seethe Notes).
CUSIP No. 94114L109
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1. NamesofReporting Persons. David King
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| 2.Check the Appropriate Box if aMemberof aGroup | ||
(a) ☐ (b) ☐ | ||
| 3. SEC UseOnly | ||
4.SourceofFunds SC (See Item 3)
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5.Check if DisclosureofLegal Proceedings IsRequired Pursuant to Items 2(d)or2(e)☐
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6. Citizenship or Place of Organization Texas | ||
Number of SharesBeneficiallyOwnedby EachReportingPersonWith: | 7.Sole Voting Power 7,831,650 | |
8.Shared Voting Power 3,000,000 | ||
9.Sole Dispositive Power 7,831,650 | ||
10. Shared Dispositive Power 3,000,000 | ||
11. Aggregate Amount Beneficially OwnedbyEach Reporting Person 10,831,650 | ||
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
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13. Percent ofClass Represented byAmount in Row (11) 36.1%* | ||
| 14.IN | ||
*This calculation is based on 30,000,000 shares of Common Stock outstanding as of September 30, 2017 as reported in the Issuer’s Form 10 filed on October 13, 2017.
ITEM1.SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, no par value (the “Common Stock”), of Water Now, Inc., a Texas corporation (the “Issuer”). The principle executive offices of the Issuer are located at 4555 Village Creek Road, Fort Worth, Texas 76119.
The Reporting Person (as defined below) beneficially owns 10,831,650 shares of Common Stock (the “Subject Shares”), which number includes: 1,000,000 shares held by Mr. King’s Spouse and 2,000,000 shares held by Royalty Wines, LLC, an entity that Mr. King has 50% control over.
The Subject Shares represent approximately 36.1% of the outstanding shares of Common Stock based on 30,000,000 shares of Common Stock outstanding as of September 30, 2017 as reported in the Issuer’s Form 10 filed on October 13, 2017.
ITEM 2.IDENTITY AND BACKGROUND
This statement is being filed by:
(a) The name of the reporting person is David King;
| (b) | Business address is 4555 Village Creek Road, Fort Worth, Texas 76119; |
(c) Mr. King’s principal business is to serve as the Chief Executive Officer and Director of Water Now, Inc., a Texas Corporation with offices at 4555 Village Creek Road, Fort Worth, Texas 76119, as well as, operate as the exclusive U.S. distributor of Robust Energy DrinkTM Drink Robust Inc,, a Texas corporation with offices at 600 Magic Mile St. Arlington, Texas 76011.
(d) – (e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
| (f) | Mr. King is a United States Citizen. |
ITEM 3.SOURCE AND AMOUNT OFFUNDS OR OTHER CONSIDERATION
The Corporation granted 25,929,500 shares of Common Stock to the founding shareholder, Mr. King, as consideration for the service of duly organizing and founding Water Now, Inc. (“Transaction”).
ITEM 4.PURPOSE OF TRANSACTION
The purpose of the Transaction was to compensate Mr. King who has been the Chief Executive Officer and Director since inception on February 10, 2016.
ITEM5.INTEREST IN SECURITIES OF THE ISSUER
| (a) | The Reporting Person, beneficially owns 10,831,650 shares of Common Stock, which includes: 1,000,000 shares held by Mr. King’s Spouse and 2,000,000 shares held by Royalty Wines, LLC, an entity that Mr. King has 50% control over. The Subject Shares represent approximately 36.1% of the outstanding shares of Common Stock based on 30,000,000 shares of Common Stock outstanding as of September 30, 2017 as reported in the Issuer’s Form 10 filed on October 13, 2017. |
| (b) | Mr. King may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 3,000,000 shares of the Subject Shares. Mr. King may be deemed to have the sole voting power over 7,831,650 shares of the Subject Shares. |
| (c) | Mr. King voluntarily returned 1,330,350 of his shares back to Water Now, Inc. on September 29, 2017. No consideration was remitted to Mr. King as a result of the transaction. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. |
| (e) | Not applicable |
ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandingsorrelationships (legal orotherwise) among the persons named inItem 2and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer orvoting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees ofprofits, division ofprofits or loss, orthe giving orwithholding of proxies, naming the persons with whom suchcontracts, arrangements, understandings orrelationships have been entered into.
ITEM 7.MATERIAL TO BE FILED AS EXHIBITS
N/A
(Signature page to follow)
SIGNATURE
After reasonable inquiry and to thebestof my knowledge and belief,Icertify that the information setforth in this statement is true, complete and correct.
November 3, 2017
Date
/s/ David King
Signature
David King
Chief Executive Officer, Chief Financial Officer
Name/Title
Theoriginal statement shall besigned byeach person on whose behalf the statement is filed or his authorized representative. Ifthestatement is signed onbehalf of aperson byhis authorized representative (other than an executive officer or general partner ofthe filing person), evidence ofthe representative's authority to sign onbehalf of such person shall befiled with the statement: provided, however, that a power ofattorney for this purpose which is already onfile with the Commissionmay beincorporated by reference. The name and any title ofeach person who signs the statement shallbetyped or printed beneath his signature.
