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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Reed's, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 4, 2025 |
3,225,807 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-289889 PROSPECTUS 3,225,807 Shares of Common Stock This prospectus covers the resale by the selling shareholders of Reed’s, Inc. (“Reed’s,” “we,” “us” or the “Company”) identified in the “Selling Shareholders” section of this prospectus of up to an aggregate of 3,225,807 shares of our common stock. We will not receive any of the proceeds from t |
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| August 27, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Reed’s, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Fee R |
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| August 27, 2025 |
As filed with the Securities and Exchange Commission on August 27, 2025 As filed with the Securities and Exchange Commission on August 27, 2025 Registration No. |
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| August 13, 2025 |
Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) by and between Reed’s, Inc., a Delaware corporation (the “Company”), and each purchaser identified herein (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) is dated May 28, 2025. Purchasers are participating in the Company’s Public Investment in Private Equi |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as speci |
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| August 13, 2025 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated May 28, 2025, by and between Reed’s, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the |
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| August 12, 2025 |
Exhibit 99.1 Reed’s Reports Second Quarter 2025 Results Management to Host Conference Call Tomorrow at 8:30 a.m. ET Norwalk, CT (August 12, 2025) – Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, is reporting financial results for the three and six months ended June 30, 2025. Q2 2025 Financial Highlights (vs. |
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| August 12, 2025 |
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 reported): August 12, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 8, 2025 |
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 reported): July 1, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 4, 2025 |
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 reported): June 4, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as spec |
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| May 13, 2025 |
Exhibit 99.1 Reed’s Reports First Quarter 2025 Results Management to Host Conference Call Tomorrow at 8:30 a.m. ET Norwalk, CT, (May 13, 2025) – Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, is reporting financial results for the three months ended March 31, 2025. Q1 2025 Financial Highlights (vs. Q1 2024): |
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| May 13, 2025 |
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 reported): May 13, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 25, 2025 |
18,782,551 Shares of Common Stock FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-286492 PROSPECTUS 18,782,551 Shares of Common Stock This prospectus covers the resale by the selling shareholders of Reed’s, Inc. (“Reed’s,” “we,” “us” or the “Company”) identified in the “Selling Shareholders” section of this prospectus of up to an aggregate of 18,782,551 shares of our common stock. We will not receive any of the proceeds from |
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| April 17, 2025 |
501 Merritt 7 Corporate Park Norwalk, Connecticut 06851 501 Merritt 7 Corporate Park Norwalk, Connecticut 06851 April 17, 2025 VIA EDGAR CORRESPONDENCE Bradley Ecker Division of Corporate Finance Office of Manufacturing United States Securities Exchange Commission Washington D. |
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| April 17, 2025 |
As filed with the Securities and Exchange Commission on April 17, 2025 As filed with the Securities and Exchange Commission on April 17, 2025 Registration No. |
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| April 17, 2025 |
Form of Confidentiality and Proprietary Information Agreement Exhibit 10.4 Form of Employee Confidentiality and Proprietary Rights Agreement This Employee Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into by and between Reed’s, Inc., a Delaware corporation, (the “Employer”) on behalf of itself, its subsidiaries, and other corporate affiliates (collectively referred to herein as the “Employer Group”), and (the “Employee”) (the Emp |
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| April 17, 2025 |
Exhibit 99.1 Reed’s Announces Leadership and Board Updates CEO Norman E. Snyder, Jr. to Retire; Cyril Wallace Appointed as CEO and Director; Ruud Bakker also Joins Board of Directors Norwalk, CT, (April 17, 2025) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced key updates to its executive le |
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| April 17, 2025 |
Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. EXECUTIVE RETIREMENT, TRANSITION AND SEPARATION AGREEMENT THIS EXECUTIVE RETIREMENT, TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is entered into by and between Reed’s, Inc., a Delaware corporation (the “Company” |
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| April 17, 2025 |
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 reported): April 14, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 17, 2025 |
Executive Employment Agreement by and between Reed’s, Inc. and Cyril Wallace dated April 16, 2025 Exhibit 10.2 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of April 16, 2025, by and between Cyril Wallace (the “Executive”) and Reed’s, Inc., a Delaware corporation (the “Company”). WHERE |
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| April 11, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Reed’s, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1) Proposed Maximum Offering Price per Share Estimated Proposed Maximum Aggregate Offering Price Amount of Registration Fe |
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| April 11, 2025 |
As filed with the Securities and Exchange Commission on April 11, 2025 As filed with the Securities and Exchange Commission on April 11, 2025 Registration No. |
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| March 28, 2025 |
Exhibit 3(iv) DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Our common stock, par value $0. |
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| March 28, 2025 |
EXHIBIT 21 Subsidiaries of Reed’s, Inc. February 4, 2025, the Company formed a new subsidiary, Reed’s (Asia) Limited (a company formed under the laws of the British Virgin Islands). On February 20, 2025, Reed’s (Asia) Limited acquired 100% of the outstanding common stock of Roci Labo Inc., a Japanese corporation (the “Reed’s Japan Transaction”). On March 18, 2025, Reed’s Asia received Japanese gov |
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| March 28, 2025 |
Exhibit 3(i) |
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| March 28, 2025 |
Exhibit 3(ii) AMENDED AND RESTATED BYLAWS OF REED’S, INC. Effective February 1, 2025 The following are the Amended and Restated Bylaws of Reed’s, Inc., a Delaware corporation (the “Corporation”). ARTICLE I. MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such othe |
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| March 28, 2025 |
Employment Agreement by and between Reed’s, Inc. and Douglas W. McCurdy dated January 31, 2025. Exhibit 10.4 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of January 31, 2025, by and between Douglas W. McCurdy (the “Executive”) and Reed’s, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be employed by the Company |
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| March 28, 2025 |
Exhibit 19 Reed’s Inc. Blackout Period Policy Effective July 25, 2014 As an officer, employee or member of the Board of Directors of the Company, you are responsible for complying with federal and state securities laws and this Policy Statement. The consequences of failure to do so can be severe as outlined below. Possible Consequences for Traders and Tippers Company personnel who trade on inside |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32501 REED’S, INC. (Exact name of |
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| March 27, 2025 |
Exhibit 99.2 TRANSCRIPT Reed’s, Inc. (OTCQX:REED) Q4 2024 Earnings Conference Call March 26, 2025 8:30 AM ET Company Participants Norman Snyder - CEO & Director Douglas McCurdy - CFO & Secretary Conference Call Participants Sean McGowan - ROTH Capital Partners Operator Good morning, and welcome to Reed’s Fourth Quarter and Full Year 2024 Earnings Conference Call for the three months and 12 months |
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| March 27, 2025 |
Exhibit 99.1 Reed’s Reports Fourth Quarter and Full Year 2024 Results Management to Host Conference Call Tomorrow at 8:30 a.m. Eastern Time Norwalk, CT, (March 25, 2025) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, is reporting financial results for the three months and twelve months ended December 31, 2 |
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| March 27, 2025 |
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 reported): March 25, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 21, 2025 |
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 reported): March 17, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 21, 2025 |
Correspondence from Lewis Jaffe dated March 17, 2025. EXHIBIT 17 Dear Board of Directors, The following resignation letter is private and confidential, intended only for the board of directors. |
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| February 14, 2025 |
Exhibit A AGREEMENT Each of the undersigned hereby consents and agrees to this joint filing to Schedule 13G for the Common Stock of Reed’s, Inc. |
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| February 6, 2025 |
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 reported): January 31, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 6, 2025 |
Reed’s Announces Leadership Updates Exhibit 99.1 Reed’s Announces Leadership Updates Norwalk, CT, (February 6, 2025) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced key leadership changes, effective February 10, 2025, to bolster its executive team and reinforce its operational foundation. Douglas McCurdy has been appointed to |
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| January 31, 2025 |
SCHEDULE 13D/A JOINT FILING AGREEMENT TERMINATION EX-1 2 exa.htm EXHIBIT A SCHEDULE 13D/A JOINT FILING AGREEMENT TERMINATION Each of the undersigned is a party to that certain Joint Filing Agreement, dated as of June 5, 2023 (the “Joint Filing Agreement”). In accordance with the Joint Filing Agreement, each of the undersigned hereby agrees that the Joint Filing Agreement is terminated, effective as of December 31, 2024. IN WITNESS WHEREOF, the pa |
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| January 28, 2025 |
Exhibit 10.1 Amendment to SHAREHOLDERS AGREEMENT This Amendment to Shareholders Agreement (this “Amendment”) dated January 24, 2025 (the “Effective Date”) amends the Shareholders Agreement by and between Reed’s, Inc., a Delaware corporation (the “Company”) and D&D Source of Life Holding Ltd., a Cayman Islands exempted company (the “Investor”) dated May 25, 2023. NOW, THEREFORE, IN CONSIDERATION of |
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| January 28, 2025 |
Exhibit 10.2 Reed’s, Inc. Board Observer Agreement This agreement (the “Agreement”) is made effective as of January 24, 2025, by Reed’s, Inc., a Delaware corporation (the “Company”), and D&D Source of Life Holding Ltd., a company domiciled in the Cayman Islands (the “Investor”). WHEREAS, the Investor is the Company’s majority stockholder; and WHEREAS, the Company desires to provide the Investor wi |
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| January 28, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 reported): January 24, 2025 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| January 6, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated and effective December 30, 2024, by and between Reed’s, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreeme |
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| January 6, 2025 |
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 reported): December 30, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 6, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) by and between Reed’s, Inc., a Delaware corporation (the “Company”), and each purchaser identified herein (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) is dated and effective December 30, 2024. Purchasers are participating in the Company’s Public Investm |
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| January 6, 2025 |
Reed’s Announces Closing of $10.0 Million Private Placement Exhibit 99.1 Reed’s Announces Closing of $10.0 Million Private Placement Norwalk, CT, (January 6, 2025) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced the closing of a securities purchase agreement for a private investment in public equity (“PIPE”) financing. The transaction, which closed o |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) INFORMATION REQUIRED IN Information STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only (only as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement REED’s, INC. |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) INFORMATION REQUIRED IN Information STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for use of the Commission only (only as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement REED’s, INC. |
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| December 6, 2024 |
REED / Reed's, Inc. / D&D Source of Life Holding Ltd. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3)* Under the Securities Exchange Act of 1934 Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338305 (CUSIP Number) Ruba Qashu Barton LLP 100 Wilshire Suite 1300, Los Angeles CA 90401 (949) 355-5405 (Name, Address |
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| December 4, 2024 |
REED / Reed's, Inc. / Bello John Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* REED’S, INC. (Name of Issuer) Common Stock ($0.0001 par value per share) (Title of Class of Securities) 758338305 (CUSIP Number) Ruba Qashu Barton LLP 100 Wilshire Suite 1300, Los Angeles CA 90401 (949) 355-5405 (Name, Address |
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| November 21, 2024 |
REED / Reed's, Inc. / Union Square Park Capital Management, LLC Passive Investment SC 13G/A 1 unionsquare-reed112024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Reed’s, Inc. (Name of Issuer) Common stock, $.0001 par value per share (Title of Class of Securities) 758338305 (CUSIP Number) November 20, 2024 (Date of Event Which Requires Filing of this Statement) Check the app |
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| November 19, 2024 |
Exhibit 10.2 SEVENTH amendment to the 10% secured convertible Notes and 10% secured promissory notes THIS SEVENTH AMENDMENT TO THE 10% SECURED CONVERTIBLE NOTES and 10% secured promissory notes (this “Agreement”) is dated and effective as of November 14, 2024 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto constituting all of the Holders, and WILMINGTON SAVIN |
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| November 19, 2024 |
Exhibit 10.4 GRANT OF SECURITY INTEREST IN PATENT RIGHTS This GRANT OF SECURITY INTEREST IN PATENT RIGHTS (this “Agreement”), dated as of November 14, 2024, is made by REED’S, INC., a Delaware corporation (the “Grantor”), in favor of CANTOR FITZGERALD SECURITIES, as collateral agent (in such capacity and together with its successors and permitted assigns, the “Collateral Agent”) for its benefit an |
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| November 19, 2024 |
Exhibit 10.6 Execution Version SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into as of November 14, 2024, by and among Wilmington Savings Fund society, FSB, solely in its capacity as Holder Representative and Collateral Agent (each as defined in the |
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| November 19, 2024 |
Exhibit 10.1 SENIOR SECURED LOAN AND SECURITY AGREEMENT dated as of November 14, 2024 by and among REED’S INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, and Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent Table of Contents 1. DEFINITIONS AND OTHER TERMS 1 1.1 Terms 1 1.2 Se |
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| November 19, 2024 |
Exhibit 10.7 Execution Version PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (“Pledge Agreement”) dated as of November 14, 2024, is made by Reed’s, Inc., a Delaware corporation (the “Pledgor”), in favor of Cantor Fitzgerald Securities, in its capacity as collateral agent (together with its successors and assigns, the “Collateral Agent”) for the Secured Parties (as defined below). RECITALS A. Pledgor has |
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| November 19, 2024 |
Exhibit 10.3 GRANT OF SECURITY INTEREST IN COPYRIGHT RIGHTS This GRANT OF SECURITY INTEREST IN COPYRIGHT RIGHTS (this “Agreement”), dated as of November 14, 2024, is made by REED’S, INC., a Delaware corporation (the “Grantor”), in favor of CANTOR FITZGERALD SECURITIES, as collateral agent (in such capacity and together with its successors and permitted assigns, the “Collateral Agent”) for its bene |
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| November 19, 2024 |
Exhibit 10.5 Execution Version GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS This GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS (this “Agreement”), dated as of November 14, 2024, is made by REED’S, INC., a Delaware corporation (the “Grantor”), in favor of CANTOR FITZGERALD SECURITIES, as collateral agent (in such capacity and together with its successors and permitted assigns, the “Collateral Ag |
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| November 19, 2024 |
Exhibit 10.8 EXCHANGE AGREEMENT This Exchange Agreement is dated and effective as of November 18, 2024 by and between Reed’s, Inc., a Delaware corporation (the “Company”), and the holder of the Company’s 10% Secured Convertible Notes and 10% Secured Promissory Notes set forth on Exhibit A hereto, the holder party hereto constituting the sole holder of such Notes (the “Holder”). 1. Incorporation of |
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| November 19, 2024 |
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 reported): November 14, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as |
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| November 14, 2024 |
Exhibit 99.1 Reed’s Reports Third Quarter 2024 Results and Provides Business Update Strengthened Liquidity Position with New $10 Million Credit Facility and Assumption of Secured Notes by the Company’s Majority Stockholder Management to Host Conference Call Today at 8:30 a.m. ET Norwalk, CT, (November 14, 2024) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading |
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| November 14, 2024 |
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 reported): November 14, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 12, 2024 |
REED / Reed's, Inc. / Union Square Park Capital Management, LLC Passive Investment SC 13G 1 unionsquare-reed093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Reed’s, Inc. (Name of Issuer) Common stock, $.0001 par value per share (Title of Class of Securities) 758338305 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| November 1, 2024 |
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 reported): October 28, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 25, 2024 |
REED / Reed's, Inc. / WHITEBOX ADVISORS LLC Passive Investment SC 13G/A 1 sayw2410250113ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338305 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| October 24, 2024 |
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 reported): October 21, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 23, 2024 |
REED / Reed's, Inc. / DENG Shufen - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338107 (CUSIP Number) Ning Liu, Esq. King & Wood Mallesons 50th Floor, 500 Fifth Avenue New York, NY 10110 United States of America Telephone: +1 |
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| October 23, 2024 |
EX-99.B 2 tm2426569d1ex99-b.htm EXHIBIT B Exhibit B Execution Version Purchase and Sale Agreement This Purchase and Sale Agreement (this “Agreement”), dated as of September 6, 2024, is entered into by and among Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP and Whitebox GT Fund, LP (collectively, “Sellers”) and D&D Source of Life Hold |
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| October 8, 2024 |
REED / Reed's, Inc. / Bello John Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* REED’S, INC. (Name of Issuer) Common Stock ($0.0001 par value per share) (Title of Class of Securities) 758338305 (CUSIP Number) Ruba Qashu Barton LLP 100 Wilshire Suite 1300, Los Angeles CA 90401 (949) 355-5405 (Name, Address |
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| September 24, 2024 |
REED / Reed's, Inc. / Union Square Park Capital Management, LLC Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338305 (CUSIP Number) Union Square Park Capital Management, LLC 1120 Avenue of the Americas, Floor 15 New York, NY, 1003 |
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| September 13, 2024 |
REED / Reed's, Inc. / DENG Shufen - SC 13D/A Activist Investment SC 13D/A 1 tm2423784d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338107 (CUSIP Number) Ning Liu, Esq. King & Wood Mallesons 50th Floor, 500 Fifth Avenue New York, NY 101 |
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| September 13, 2024 |
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 reported): September 9, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| September 13, 2024 |
Exhibit 10.1 |
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| September 13, 2024 |
Exhibit 10.2 |
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| August 13, 2024 |
Exhibit 10.2 |
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| August 13, 2024 |
Exhibit 99.1 Reed’s Reports Second Quarter 2024 Results Double-Digit Net Sales Growth and Gross Margin Expansion Drive Lower Operating Loss and Positive Modified EBITDA Reiterates Full Year 2024 Financial Outlook Norwalk, CT, (August 13, 2024) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, is reporting fin |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as speci |
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| August 13, 2024 |
Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED HEREIN) OR UNDER ANY STATE SECURITIES LAWS. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES FOR THE BENEFIT OF THE BORROWER (AS DEFINED HEREIN) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THESE SECURITIES OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT: (A) TO THE BORROWER OR ANY SUBSI |
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| August 13, 2024 |
Exhibit 10.1 Execution Version OPTION EXERCISE AND SIXTH AMENDMENT TO THE 10% SECURED CONVERTIBLE NOTES THIS OPTION EXERCISE AND SIXTH AMENDMENT TO THE 10% SECURED CONVERTIBLE NOTES (this “Agreement”) is dated and effective as of August 1, 2024 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representative |
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| August 13, 2024 |
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 reported): August 13, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 6, 2024 |
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 reported): August 1, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 18, 2024 |
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 reported): July 12, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as spec |
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| May 20, 2024 |
Exhibit 10.3 LIMITED WAIVER AND DEFERRAL AGREEMENT THIS LIMITED WAIVER AND DEFERRAL AGREEMENT (this “Waiver”) is dated and effective as of May 17, 2024 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representative and Collateral Agent (the “Agent”). WHEREAS, on May 9, 2022, the Company, the Holder Represen |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| May 14, 2024 |
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 reported): May 14, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 14, 2024 |
Exhibit 99.1 Reed’s Reports First Quarter 2024 Results Reiterates Full Year 2024 Financial Outlook Management to Host Conference Call Today at 5:00 p.m. ET Norwalk, CT, (May 14, 2024) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, is reporting financial results for the three months ended March 31, 2024. Q1 |
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| April 3, 2024 |
Exhibit 10.1 AMENDMENT TO LIMITED WAIVER, DEFERRAL AND AMENDMENT AND RESTATEMENT AGREEMENT THIS AMENDMENT TO LIMITED WAIVER, DEFERRAL AND AMENDMENT AND RESTATEMENT AGREEMENT (this “Amendment”) is dated and effective as of April 1, 2024 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representative and Colla |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commi |
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| April 2, 2024 |
Exhibit 10.1 AMENDMENT TO LIMITED WAIVER, DEFERRAL AND AMENDMENT AND RESTATEMENT AGREEMENT THIS AMENDMENT TO LIMITED WAIVER, DEFERRAL AND AMENDMENT AND RESTATEMENT AGREEMENT (this “Amendment”) is dated and effective as of April 1, 2024 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representative and Colla |
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| April 2, 2024 |
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 reported): April 1, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 2, 2024 |
REED / Reed's, Inc. / Bello John Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* REED’S, INC. (Name of Issuer) Common Stock ($0.0001 par value per share) (Title of Class of Securities) 758338305 (CUSIP Number) Ruba Qashu Barton LLP 100 Wilshire Suite 1300, Los Angeles CA 90401 (949) 355-5405 (Name, Address |
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| April 1, 2024 |
Subsidiaries of Reed’s, Inc. (none) EXHIBIT 21 Subsidiaries of Reed’s, Inc. NONE |
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| April 1, 2024 |
Reed’s, Inc. Clawback Policy for Covered Executives. EXHIBIT 97 REED’S, INC. CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of Reed’s, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy |
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| April 1, 2024 |
EXHIBIT 10.1 FORM OF REED’S INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of is by and between Reed’s, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”). WHEREAS, the Company expects Indemnitee to join the Company as a director; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being assert |
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| April 1, 2024 |
Code of Ethics, which is incorporated by reference to Exhibit 14 to Form 10-K filed April 1, 2024. EXHIBIT 14 REEDS, INC. CODE OF ETHICS Introduction Our Company’s reputation for honesty and integrity is the sum of the personal reputations of our directors, officers and employees. To protect this reputation and to promote compliance with laws, rules and regulations, this Code of Ethics (the “Code”) has been adopted by our Board of Directors. This Code is only one aspect of our commitment. You m |
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| April 1, 2024 |
EXHIBIT 10.3 REED’S, INC. 2024 INDUCEMENT PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Reed’s, Inc. 2024 Inducement Plan (the “Plan”). The purposes of the Plan are to (a) enable Reed’s Inc., a Delaware corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, and Consultants and Non-Employee Directors who will contribute to the |
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| April 1, 2024 |
EXHIBIT 4.7 THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL |
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| April 1, 2024 |
EXHIBIT 4.8 THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32501 REED’S, INC. (Exact name of |
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| April 1, 2024 |
EXHIBIT 10.23 Execution Version Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed FIFTH AMENDMENT TO THE 10% SECURED CONVERTIBLE NOTES THIS FIFTH AMENDMENT TO THE 10% SECURED CONVERTIBLE NOTES (this “Agreement”) is dated and effective as of October 5, 2023 between REED’S, INC., a Delaw |
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| April 1, 2024 |
EXHIBIT 3(vi) DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2024, Reed’s, Inc. |
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| April 1, 2024 |
EXHIBIT 4.9 THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL |
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| April 1, 2024 |
EXHIBIT 10.2 Reed’s, Inc. 2020 Equity Incentive Plan As Amended. December 30, 2021 1. Purpose of the Plan This Plan is intended to promote the interests of the Company (as defined below) and its shareholders by providing employees non-employee directors, consultants, and other selected service providers of the Company, who are largely responsible for the management, growth, and protection of the b |
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| March 28, 2024 |
Exhibit 99.1 Reed’s Reports Fourth Quarter and Full Year 2023 Results and Issues 2024 Financial Outlook Sixth Consecutive Quarter of YoY Operating Expense and Profitability Improvements Execution of Optimization Initiatives Leads to Material Improvement in FY 2023 Operating Loss and Modified EBITDA Norwalk, CT, (March 28, 2024) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the |
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| March 28, 2024 |
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 reported): February 28, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| March 4, 2024 |
Reed’s, Inc. 2024 Form Indemnification Agreement Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of , 2024, is by and between Reed’s, Inc., a Delaware corporation (the “Company”) and {NAME OF DIRECTOR/OFFICER} (the “Indemnitee”). WHEREAS, the Company expects Indemnitee to join the Company as a director; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other clai |
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| March 4, 2024 |
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 reported): February 28, 2024 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 27, 2024 |
REED / Reed's, Inc. / Union Square Park Capital Management, LLC Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338305 (CUSIP Number) Union Square Park Capital Management, LLC 1120 Avenue of the Americas, Floor 15 New York, NY, 1003 |
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| February 14, 2024 |
REED / Reed's, Inc. / WHITEBOX ADVISORS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2024 |
Exhibit 10.2 THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL |
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| February 13, 2024 |
Exhibit 10.1 THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL |
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| February 13, 2024 |
Exhibit 10.3 Execution Version LIMITED WAIVER, DEFERRAL AND AMENDMENT AND RESTATEMENT AGREEMENT THIS LIMITED WAIVER, DEFERRAL AND AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is dated and effective as of February 12, 2024 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representative and Collatera |
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| February 13, 2024 |
Exhibit 99.1 Reed’s Announces Limited Waiver and Amendment with its Secured Note Holder, Closing of a $3.8 Million SAFE and Planned Rights Offering to Stockholders Strengthening Capital Structure and Balance Sheet, Bringing Up to $6 Million of New Equity Capital Following Strong Close to 2023 Norwalk, CT, (February 13, 2024) – Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the na |
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| February 13, 2024 |
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 reported): February 8, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 9, 2024 |
Filing Fee Table, filed herewith Exhibit 107 FORM S-8 (Form Type) Reed’s, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share Other 250,000 $ 1.82 $ |
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| February 9, 2024 |
Reed’s, Inc. 2024 Inducement Plan, filed herewith Exhibit 4.2 REED’S, INC. 2024 INDUCEMENT PLAN 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Reed’s, Inc. 2024 Inducement Plan (the “Plan”). The purposes of the Plan are to (a) enable Reed’s Inc., a Delaware corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, and Consultants and Non-Employee Directors who will contribute to the C |
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| February 9, 2024 |
As filed with the Securities Exchange Commission on February 9, 2024 As filed with the Securities Exchange Commission on February 9, 2024 Registration No. |
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| December 15, 2023 |
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 reported): December 12, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 13, 2023 |
REED / Reeds Inc / Bello John Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* REED’S, INC. (Name of Issuer) Common Stock ($0.0001 par value per share) (Title of Class of Securities) 758338305 (CUSIP Number) Ruba Qashu Barton LLP 100 Wilshire Suite 1300, Los Angeles CA 90401 (949) 355-5405 (Name, Address |
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| November 9, 2023 |
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 reported): November 9, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as |
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| November 9, 2023 |
Exhibit 99.1 Reed’s Reports Third Quarter 2023 Results Gross Margin Expansion and Continued Operating Expense Reductions Lead to First Quarter of Modified EBITDA Profitability Since 2016 and Operating Loss improvement to $0.1 million Norwalk, CT, (November 9, 2023) – Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger bever |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240. |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240. |
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| October 27, 2023 |
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 reported): October 19, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 27, 2023 |
Reed’s Appoints Joann Tinnelly as Chief Financial Officer Exhibit 99.1 Reed’s Appoints Joann Tinnelly as Chief Financial Officer Norwalk, CT, (October 26, 2023) – Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced that Interim Chief Financial Officer (CFO) Joann Tinnelly has transitioned to permanent CFO, effective today. Ms. Tinnelly has served as Vice |
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| October 23, 2023 |
Other Events, Shareholder Director Nominations 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 reported): October 19, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 12, 2023 |
Entry into a Material Definitive Agreement 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 reported): October 5, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 27, 2023 |
Other Events, Shareholder Director Nominations 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 reported): September 27, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 28, 2023 |
Dated August 28, 2023 PRELIMINARY PROSPECTUS 1,880,078 Shares of Common Stock FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-274034 Dated August 28, 2023 PRELIMINARY PROSPECTUS 1,880,078 Shares of Common Stock This prospectus covers the resale by the selling shareholders of Reed’s, Inc. (“Reed’s,” “we,” “us” or the “Company”) identified in the “Selling Shareholders” section of this prospectus of up to an aggregate of 1,880,078 shares of our common stock, of which 313 |
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| August 28, 2023 |
Dated August 28, 2023 PRELIMINARY PROSPECTUS 3,313,278 Shares of Common Stock FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-274035 Dated August 28, 2023 PRELIMINARY PROSPECTUS 3,313,278 Shares of Common Stock This prospectus covers the resale by the selling shareholders of Reed’s, Inc. (“Reed’s,” “we,” “us”, “our” or the “Company”) identified in the “Selling Shareholders” section of this prospectus of up to an aggregate of 3,313,278 shares of our common stock, inclu |
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| August 23, 2023 |
As filed with the Securities and Exchange Commission on August 23, 2023 As filed with the Securities and Exchange Commission on August 23, 2023 Registration No. |
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| August 23, 2023 |
201 Merritt 7 Corporate Park Norwalk, Connecticut 06851 201 Merritt 7 Corporate Park Norwalk, Connecticut 06851 August 23, 2023 VIA EDGAR CORRESPONDENCE Alex King Division of Corporate Finance Office of Manufacturing United States Securities Exchange Commission Washington D. |
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| August 23, 2023 |
201 Merritt 7 Corporate Park Norwalk, Connecticut 06851 201 Merritt 7 Corporate Park Norwalk, Connecticut 06851 August 23, 2023 VIA EDGAR CORRESPONDENCE Alex King Division of Corporate Finance Office of Manufacturing United States Securities Exchange Commission Washington D. |
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| August 23, 2023 |
As filed with the Securities and Exchange Commission on August 23, 2023 As filed with the Securities and Exchange Commission on August 23, 2023 Registration No. |
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| August 17, 2023 |
201 MERRITT 7 CORPORATE PARK, NORWALK CT 06851 201 MERRITT 7 CORPORATE PARK, NORWALK CT 06851 August 17, 2023 VIA EDGAR Attention : Gregory Herbers Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| August 16, 2023 |
As filed with the Securities and Exchange Commission on August 16, 2023 As filed with the Securities and Exchange Commission on August 16, 2023 Registration No. |
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| August 16, 2023 |
As filed with the Securities and Exchange Commission on August 16, 2023 As filed with the Securities and Exchange Commission on August 16, 2023 Registration No. |
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| August 16, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Reed’s, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities CALCULATION OF REGISTRATION FEE Estimated Proposed Proposed Maximum Maximum Amount to be Offering Aggregate Amount of Registered Price Offering Registration Title of Each Class of Securities to be Registered (1) per Share Price Fe |
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| August 16, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Reed’s, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities CALCULATION OF REGISTRATION FEE Estimated Proposed Proposed Maximum Maximum Amount to be Offering Aggregate Amount of Registered Price Offering Registration Title of Each Class of Securities to be Registered (1) per Share Price Fe |
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| August 10, 2023 |
Exhibit 99.1 Reed’s Reports Second Quarter 2023 Results Fourth Consecutive Quarter of YoY Operating Expense and Profitability Improvements Reiterates Full Year 2023 Margin and Profitability Targets Norwalk, CT, (August 10, 2023) – Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, is reporting financial results |
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| August 10, 2023 |
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 reported): August 10, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as speci |
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| July 12, 2023 |
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 reported): July 7, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| June 7, 2023 |
REED / Reeds Inc / Bello John Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 REED’S, INC. (Name of Issuer) Common Stock ($0.0001 par value per share) (Title of Class of Securities) 758338305 (CUSIP Number) Ruba Qashu Barton LLP 100 Wilshire Suite 1300, Los Angeles CA 90401 (949) 355-5405 (Name, Address and Telephone Number of Person Authorized to R |
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| June 5, 2023 |
REED / Reeds Inc / DENG Shufen - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D* Under the Securities Exchange Act of 1934 Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338107 (CUSIP Number) Ning Liu, Esq. King & Wood Mallesons 50th Floor, 500 Fifth Avenue New York, NY 10110 United States of America Telephone: +1 212 319 4755 (Name, |
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| June 5, 2023 |
Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13D and any further amendments thereto needs to be filed with respect to the beneficial ownership by each of the undersigned of the shares of common stock of Reed’s, Inc. |
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| June 2, 2023 |
REED / Reeds Inc / Union Square Park Capital Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338305 (CUSIP Number) Union Square Park Capital Management, LLC 1120 Avenue of the Americas, Floor 15 New York, NY, 10036 (Name, Address and Telep |
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| June 1, 2023 |
Exhibit 99.1 Reed’s Reports First Quarter 2023 Results - Strengthened Liquidity Position with Recent $5.6 Million Financing Transactions, Including Strategic Investment - - Reiterates Full Year 2023 Margin and Profitability Targets - Norwalk, CT, (June 1, 2023) – Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as spec |
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| June 1, 2023 |
REED’S, INC. SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.1 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THE SECURITIES REPRESENTED HEREBY ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED HEREIN) OR UNDER ANY STATE SECURITIES LAWS. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES FOR THE BENEFIT OF THE BORROWER (AS DEFINED HEREIN) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THESE SE |
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| June 1, 2023 |
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 reported): June 1, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 31, 2023 |
Form of Warrant issued May 25, 2023 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 31, 2023 |
Exhibit 10.4 Execution Version AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is dated and effective as of May 30, 2023 between REED’S, INC., a Delaware corporation (the “Company”), and the Holders party hereto. WHEREAS, on or about the date hereof, the Company has agreed to sell to certain investors (the “PIPE Investors”) shares of it |
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| May 31, 2023 |
Exhibit 10.2 SHAREHOLDERS AGREEMENT This Shareholders Agreement (this “Agreement”) is dated as of May 25, 2023 (the “Execution Date”), between Reed’s, Inc., a Delaware corporation (the “Company”), and D&D Source of Life Holding Ltd., a Cayman Islands exempted company (the “Investor”). WHEREAS, concurrently the Company and the Investor are entering into a Securities Purchase Agreement (the “Purchas |
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| May 31, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2023, between Reed’s, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i |
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| May 31, 2023 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 25, 2023, between Reed’s, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, |
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| May 31, 2023 |
Exhibit 99.1 Reed’s Announces Closing of $5.6 Million Financing Transactions - Financing Includes Strategic Investment from New Hong Kong Partner - Norwalk, CT, (May 31, 2023) - Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced it has closed a series of financing transactions for an aggregate of |
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| May 31, 2023 |
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 reported): May 25, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 31, 2023 |
Form of Option Note issued May 30, 2023 Exhibit 4.2 Execution Version NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THE SECURITIES REPRESENTED HEREBY ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED HEREIN) OR UNDER ANY STATE SECURITIES LAWS. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES FOR THE BENEFIT OF THE BORROWER (AS DEFINED HEREIN) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE |
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| May 31, 2023 |
Exhibit 10.5 Execution Version Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Partial Option Exercise and THIRD Amendment to the 10% Secured Convertible Notes THIS Partial Option Exercise and THIRD Amendment to the 10% Secured Convertible Notes (this “Agreement”) is dated and effe |
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| May 31, 2023 |
Exhibit 10.6 Execution Version LIMITED WAIVER AND DEFERRAL AGREEMENT THIS LIMITED WAIVER AND DEFERRAL AGREEMENT (this “Waiver”) is dated and effective as of May 30, 2023 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representative and Collateral Agent (the “Agent”). WHEREAS, on February 10, 2023, the Comp |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| May 15, 2023 |
Certificate of Incorporation of Reed’s, Inc., as amended Exhibit 3(i) |
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| May 15, 2023 |
Exhibit 21 Subsidiaries of Reed’s, Inc. None. |
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| May 15, 2023 |
Exhibit 10.19 PARTIAL OPTION EXERCISE AND SECOND AMENDMENT TO THE 10% SECURED CONVERTIBLE NOTES THIS PARTIAL OPTION EXERCISE AND SECOND AMENDMENT TO THE 10% SECURED CONVERTIBLE NOTES (this “Agreement”) is dated and effective as of February 10, 2023 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representat |
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| May 15, 2023 |
Exhibit 10.22 Execution Version LIMITED WAIVER THIS LIMITED WAIVER (this “Waiver”) is dated and effective as of April 11, 2023 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representative and Collateral Agent (the “Agent”). WHEREAS, on February 10, 2023, the Company, the Holders and the Agent entered into |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32501 REED’S, INC. (Exact name of |
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| May 15, 2023 |
Description of registrant’s common stock Exhibit 4(vi) DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 31, 2023, Reed’s, Inc. |
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| May 15, 2023 |
Exhibit 10.20 LIMITED WAIVER AND DEFERRAL AGREEMENT THIS LIMITED WAIVER AND DEFERRAL AGREEMENT (this “Waiver”) is dated and effective as of February 10, 2023 between REED’S, INC., a Delaware corporation (the “Company”), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Holder Representative and Collateral Agent (the “Agent”). WHEREAS, on November 30, 2022, December 31, 2022 an |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 31, 2023 |
Reed’s Announces Appointment of Interim Chief Financial Officer Joann Tinnelly Exhibit 99.1 Reed’s Announces Appointment of Interim Chief Financial Officer Joann Tinnelly Norwalk, CT, (March 31, 2023) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced that Joann Tinnelly, current Vice President and Corporate Controller of Reed’s, was appointed by the Board of Directors to |
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| March 31, 2023 |
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 reported): March 31, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 29, 2023 |
Exhibit 99.1 Reed’s Reports Fourth Quarter and Full Year 2022 Results and Reiterates Its 2023 Financial Outlook - Q4 2022 Net Sales Grew 18% to a Record $15.0 million, Gross Margins Expanded +250bps and Operating Expenses Declined 10% - - Continued Double-Digit Net Sales Growth, Gross Margin Expansion and Operating Expense Reductions to Drive Positive Modified EBITDA and Cash Flow from Operations |
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| March 29, 2023 |
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 reported): March 29, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 7, 2023 |
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 reported): March 1, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 14, 2023 |
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 reported): February 10, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 14, 2023 |
REED / Reeds, Inc. / WHITEBOX ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 brhc1004807813ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 14, 2023 |
REED / Reeds, Inc. / Union Square Park Capital Management, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Reed’s, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338305 (CUSIP Number) Union Square Park Capital Management, LLC 1120 Avenue of the Americas, Floor 15 New York, NY, 10036 (Name, Address and Telep |
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| February 6, 2023 |
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 reported): February 6, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 6, 2023 |
Reed’s, Inc. Appoints Chris Burleson as Chief Commercial Officer Exhibit 99.1 Reed’s, Inc. Appoints Chris Burleson as Chief Commercial Officer Norwalk, CT, (February 6, 2023) — Reed’s Inc. (NASDAQ: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, announces the appointment of Christopher Burleson as Chief Commercial Officer. Joining the Company’s executive leadership, Burleson brings over 15 yea |
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| February 1, 2023 |
EXHIBIT 99.1 Reed’s Reports Preliminary Unaudited Fourth Quarter and Full Year 2022 Results and Issues 2023 Financial Outlook - Preliminary Q4 2022 Net Revenue up 18% to Approximately $15.1 million - - Continued Double-Digit Net Revenue Growth, Gross Profit Improvement, and $6 Million of Operating Expense Reductions to Generate Positive Modified EBITDA and Cash Flow from Operations in 2023 - Norwa |
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| February 1, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 reported): February 1, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| January 26, 2023 |
Certificate of Amendment to the Certificate of Incorporation of Reed’s, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF REED’S, INC. Reed’s, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Certificate of Amendment (this “Certificate of Amendment”), which amends its Certificate of Incorporation (the “Certificate of Incorpor |
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| January 26, 2023 |
Reed’s, Inc. Announces Revised Effective Date for Reverse Stock Split Friday, January 27, 2023 Exhibit 99.1 Reed’s, Inc. Announces Revised Effective Date for Reverse Stock Split Friday, January 27, 2023 Norwalk, CT, (January 25, 2023) — Reed’s, Inc. (NASDAQ: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, announced today that due to unanticipated delays in processing outside the Company’s control, the previously announced |
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| January 26, 2023 |
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 reported): January 24, 2023 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240. |
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| December 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED’S, INC. (Exact name of registrant as |
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| November 14, 2022 |
Exhibit 10.3 LIMITED WAIVER AND AMENDMENT TO 10% SECURED CONVERTIBLE NOTES THIS LIMITED WAIVER AND AMENDMENT TO 10% SECURED CONVERTIBLE NOTES DATED MAY 9, 2022 (this ?Waiver?) is dated and effective as of August 11, 2022 between REED?S, INC., a Delaware corporation (the ?Company?), the Holders party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB as holder representative and collateral agent (the |
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| November 10, 2022 |
Reed’s Reports Third Quarter 2022 Results Exhibit 99.1 Reed?s Reports Third Quarter 2022 Results Norwalk, CT, (November 10, 2022) ? Reed?s, Inc. (NASDAQ: REED) (?Reed?s? or the ?Company?), owner of the nation?s leading portfolio of handcrafted, natural ginger beverages, is reporting financial results for the three months ended September 30, 2022. Q3 2022 Financial Highlights (vs. Q3 2021): ? Net sales were $12.1 million compared to $13.4 |
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| November 10, 2022 |
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 reported): November 10, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 31, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Reed’s, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees |
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| October 31, 2022 |
As filed with the Securities and Exchange Commission on October 31, 2022. As filed with the Securities and Exchange Commission on October 31, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REED’S, INC. (Exact name of registrant as specified in its charter) Delaware 2086 35-2177773 (State or jurisdiction of incorporation or organization) (Primary Standard |
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| October 17, 2022 |
REED / Reeds, Inc. / WHITEBOX ADVISORS LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 6, 2022 |
Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure 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 reported): October 5, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| October 3, 2022 |
Reed’s Receives Positive Nasdaq Listing Determination Exhibit 99.1 Reed?s Receives Positive Nasdaq Listing Determination Norwalk, CT, (October 3, 2022) ? Reed?s, Inc. (NASDAQ: REED) (?Reed?s? or the ?Company?), owner of the nation?s leading portfolio of handcrafted, natural ginger beverages, today announced that, by decision dated September 28, 2022, a Nasdaq Hearings Panel (?Panel?) granted Reed?s request for an extension until February 13, 2023 to |
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| October 3, 2022 |
Financial Statements and Exhibits 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 reported): October 3, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240. |
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| September 21, 2022 |
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 reported): September 21, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240. |
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| August 24, 2022 |
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 reported): August 23, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 22, 2022 |
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 reported): August 16, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 16, 2022 |
PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confi |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED?S, INC. (Exact name of registrant as speci |
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| August 11, 2022 |
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 reported): August 11, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 11, 2022 |
Reed’s Reports Second Quarter 2022 Results - Net Revenue up 22% to $13.7 Million - Exhibit 99.1 Reed?s Reports Second Quarter 2022 Results - Net Revenue up 22% to $13.7 Million - Norwalk, CT, (August 11, 2022) ? Reed?s, Inc. (NASDAQ: REED) (?Reed?s? or the ?Company?), owner of the nation?s leading portfolio of handcrafted, all-natural ginger beverages, is reporting financial results for the three months ended June 30, 2022. Q2 2022 Financial Highlights (vs. Q2 2021): ? Net reven |
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| July 13, 2022 |
Dated July 12, 2022 22,457,782 Shares of Common Stock FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-265810 Dated July 12, 2022 PROSPECTUS 22,457,782 Shares of Common Stock This prospectus covers the resale by the selling shareholders of Reed?s, Inc. (?Reed?s,? ?we,? ?us? or the ?Company?) identified in the ?Selling Shareholders? section of this prospectus of up to an aggregate of 22,457,782 shares of our common stock issuable pursuant to the |
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| July 7, 2022 |
Reed’s Appoints Thomas Kosler to Board of Directors EX-99.1 2 ex99-1.htm Exhibit 99.1 Reed’s Appoints Thomas Kosler to Board of Directors Norwalk, CT, (July 7, 2022) — Reed’s, Inc. (NASDAQ: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, all-natural ginger beverages, has appointed Thomas Kosler to its board of directors, effective July 1, 2022. Kosler, who will also chair Reed’s Audit Committee, replaces R |
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| July 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Comm |
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| July 7, 2022 |
Financial Statements and Exhibits 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 reported): June 30, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 6, 2022 |
July 6, 2022 VIA EDGAR CORRESPONDENCE Gregory Herbers Division of Corporation Finance, Office of Manufacturing United States Securities Exchange Commission Washington D. |
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| June 24, 2022 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Reed?s, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities CALCULATION OF REGISTRATION FEE Estimated Proposed Proposed Maximum Maximum Title of Each Amount to be Offering Aggregate Amount of Class of Securities Registered Price Offering Registration to be Registered (1) per Share Price Fe |
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| June 24, 2022 |
As filed with the Securities and Exchange Commission on June 23, 2022 Registration No. |
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| June 3, 2022 |
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 reported): May 28, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32501 REED?S, INC. (Exact name of registrant as spec |
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| May 16, 2022 |
Reed’s Reports First Quarter 2022 Results Exhibit 99.1 Reed?s Reports First Quarter 2022 Results Norwalk, CT, (May 16, 2022) ? Reed?s, Inc. (NASDAQ: REED) (?Reed?s? or the ?Company?), owner of the nation?s leading portfolio of handcrafted, all-natural ginger beverages, is reporting financial results for the three months ended March 31, 2022. Q1 2022 Financial Highlights (vs. Q1 2021): ? Net revenue increased to $12.2 million compared to $ |
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| May 16, 2022 |
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 reported): May 16, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 10, 2022 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this ?Agreement?) is dated as of May 9, 2022, between Reed?s, Inc., a Delaware corporation (the ?Company?), the Holder Representative (as defined herein) and each purchaser identified on the Schedule of Purchasers attached hereto (as the same may be supplemented or amended from time to time with the consent of the Holder Representa |
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| May 10, 2022 |
Reed’s Announces $11.25 Million Private Placement of Convertible Notes Exhibit 99.1 Reed?s Announces $11.25 Million Private Placement of Convertible Notes Norwalk, CT, (May 10, 2022) ? Reed?s, Inc. (NASDAQ: REED) (?Reed?s? or the ?Company?), owner of the nation?s leading portfolio of handcrafted, all-natural ginger beverages, today announced the completion of a private placement of senior secured convertible notes (the ?Notes?) in the aggregate principal amount of $1 |
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| May 10, 2022 |
Registration Rights Agreement by and between Reed’s, Inc. and purchasers dated May 9, 2022 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of May [], 2022, between Reed?s, Inc., a Delaware corporation (the ?Company?), and each of the several Holders (as defined below) signatory hereto. The Company and each Holder hereby agrees as follows: 1. Definitions. As used in this Agreement, the following terms shall have |
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| May 10, 2022 |
Form of Secured Convertible Promissory Note issued May 9, 2022 Exhibit 4.1 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES INTO WHICH THE SECURITIES REPRESENTED HEREBY ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED HEREIN) OR UNDER ANY STATE SECURITIES LAWS. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES FOR THE BENEFIT OF THE BORROWER (AS DEFINED HEREIN) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THESE SE |
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| May 10, 2022 |
Exhibit 10.3 COLLATERAL SHARING AGREEMENT This COLLATERAL SHARING AGREEMENT (?Agreement?), dated as of May 9, 2022 is among ALTERNA CAPITAL SOLUTIONS LLC, a Florida limited liability company (the ?ABL Creditor?), REED?S, INC., a Delaware corporation (the ?Debtor?) and Wilmington Savings Fund Society, FSB, on behalf of the noteholders under the Promissory Notes (defined below) not in its individual |
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| May 10, 2022 |
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 reported): May 9, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 10, 2022 |
27,891,860 Shares of Common Stock FILED PURSUANT TO RULE 424(B)(3) REGISTRATION NO. 333-264458 PROSPECTUS 27,891,860 Shares of Common Stock This prospectus covers the resale by the selling shareholders of Reed?s, Inc. (?Reed?s,? ?we,? ?us? or the ?Company?) identified in the ?Selling Shareholders? section of this prospectus of up to an aggregate of 27,891,860 shares of our common stock, including 9,297,289 shares issuable upon the |
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| May 5, 2022 |
May 5, 2022 VIA EDGAR CORRESPONDENCE Gregory Herbers Division of Corporation Finance, Office of Manufacturing United States Securities Exchange Commission Washington D. |
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| April 22, 2022 |
As filed with the Securities and Exchange Commission on April 22, 2022 Registration No. |
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| April 22, 2022 |
Calculation of Filing Fee Table EX-FILING FEES 4 ex107.htm Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Reed’s, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities CALCULATION OF REGISTRATION FEE Estimated Proposed Proposed Maximum Maximum Title of Each Amount to be Offering Aggregate Amount of Class of Securities Registered Price Offering Registration to be Regist |
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| April 15, 2022 |
Exhibit 10.31 LEDGERED ABL AGREEMENT THIS LEDGERED ABL AGREEMENT (?Agreement?) is made on this 28th day of March 2022 between Reed?s, Inc., a Delaware Corporation (?Sellers?) and Alterna Capital Solutions LLC, a Florida Limited Liability Company (?Purchaser?). 1. Definitions and Index to Definitions. The following terms shall have the following meanings. All capitalized terms not otherwise defined |
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| April 15, 2022 |
Rosenthal & Rosenthal, Inc. Partial Release of Pledge Agreement dated March 17, 2022 Exhibit 10.30 ROSENTHAL & ROSENTHAL, INC. 1370 Broadway New York, NY 10018 March 30, 2022 John J. Bello Nancy E. Bello The John and Nancy Bello Revocable Living Trust 4063 N 97th Street Scottsdale, AZ 85262 RE: A/C#1134-4851 (the ?Collateral Account?) Dear Mr. and Mrs. Bello: Reference is made to the Amended and Restated Pledge Agreement executed by The John and Nancy Bello Revocable Living Trust |
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| April 15, 2022 |
Description of registrant’s common stock Exhibit 4(vi) DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 22, 2022, Reed?s, Inc. |
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| April 15, 2022 |
Exhibit 10.29 ROSENTHAL & ROSENTHAL, INC. 1370 Broadway New York, NY 10018 November 24, 2021 Reed?s Inc. 201 Merritt 7 Corporate Park Norwalk, CT 06851 Ladies and Gentlemen: Reference is made to the Financing Agreement entered into between us dated October 4, 2018, as amended and/or supplemented (the ?Financing Agreement?). Capitalized terms used herein and not otherwise defined shall have the mea |
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| April 15, 2022 |
Certificate of Incorporation of Reed’s, Inc., as amended Exhibit 3(i) |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32501 REED?S, INC. (Exact name of |
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| April 15, 2022 |
Exhibit 22(ii) Affiliate Guarantor of Reed?s, Inc. On March 11, 2021, we entered into an amendment to that certain Financing Agreement dated October 4, 2018, as amended or supplemented with our senior secured lender, Rosenthal & Rosenthal, Inc. (?Rosenthal?) releasing and replacing that irrevocable standby letter of credit by Daniel J. Doherty, III and Daniel J. Doherty, III 2002 Family Trust in t |
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| April 5, 2022 |
99.1 Reed’s Investor Presentation dated April 5, 2022. Exhibit 99.1 |
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| April 5, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 reported): April 5, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| April 1, 2022 |
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 reported): March 28, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 31, 2022 |
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 reported): March 31, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 31, 2022 |
Exhibit 99.1 Reed?s Reports Fourth Quarter and Full Year 2021 Results - FY 2021 Net Revenue up 19% to $49.6 Million - - Q4 2021 Net Revenue up 20% to $12.8 Million - - Reed?s Reiterates 2022 Net Sales Outlook of $59-$62 Million with 30% Gross Margin - Norwalk, CT, (March 31, 2022) ? Reed?s, Inc. (NASDAQ: REED) (?Reed?s? or the ?Company?), owner of the nation?s leading portfolio of handcrafted, all |
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| March 22, 2022 |
REED / Reeds, Inc. / Union Square Park Capital Management, LLC - REED'S, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Reed's, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 758338107 (CUSIP Number) Union Square Park Capital Management, LLC 1120 Avenue of the Americas, Floor 15 New York, NY, 10036 Eleazer Klein, Esq. Adriana Schwartz, Esq |
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| March 22, 2022 |
Form of Warrant (Union Square Park Partners, LP) Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 22, 2022 |
Financial Statements and Exhibits 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 reported): March 21, 2022 REED?S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 14, 2022 |
Reed’s, Inc. Announces $5.3 Million Private Placement Exhibit 99.1 Reed?s, Inc. Announces $5.3 Million Private Placement NORWALK, CONN., March 10, 2022 (GLOBE NEWSWIRE) ? Reed?s, Inc.?(NASDAQ:REED) (?Reed?s? or the ?Company?), owner of the nation?s leading portfolio of handcrafted, all-natural ginger beverages, today announced that it has entered into securities purchase agreements with certain institutional and accredited investors to raise approxim |
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| March 14, 2022 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 14, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 10, 2022, between Reed?s, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth |
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| March 14, 2022 |
Reed’s, Inc. Announces Closing of $5.4 Million Private Placement Exhibit 99.2 Reed?s, Inc. Announces Closing of $5.4 Million Private Placement NORWALK, CT, March 14, 2022 (GLOBE NEWSWIRE) ? Reed?s, Inc. (NASDAQ:REED) (?Reed?s? or the ?Company?), owner of the nation?s leading portfolio of handcrafted, all-natural ginger beverages, today announced the closing of its previously announced private placement with certain institutional and accredited investors of 18,5 |
