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 19, 2020
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) | | (IRS Employer Identification No.) |
201 Merritt 7 Corporate Park, Norwalk, CT 06851
(Address of principal executive offices and zip code)
Not applicable
(Former name or former address if changed since last report)
Registrant’s telephone number, including area code: (310) 217-9400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchanged on Which Registered |
| Common Stock, $.0001 par value per share | | REED | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 20, 2020, Reed’s, Inc., a Delaware corporation (NASDAQ: REED) (“Reed’s”), entered into an underwriting agreement (the “Underwriting Agreement”) with the Roth Capital Partners, LLC, as representative of the Underwriters (“Underwriters”), relating to an underwritten public offering of 18,750,000 shares of common stock, $0.0001 par value, at a public offering price of $0.56 per share. Under the terms of the Underwriting Agreement, Reed’s granted the Underwriters a 45-day over-allotment option to purchase up to an additional 2,812,500 shares of its common stock. Reed’s estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by Reed’s, will be approximately $9.8 million (or approximately $11.2 million if the underwriters exercise their over-allotment option in full).
The Underwriting Agreement includes customary representations, warranties and covenants by Reed’s and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, Reed’s has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of these liabilities.
The shares of common stock are being sold pursuant to a shelf registration statement filed with the Securities and Exchange Commission, which became effective on February 8, 2019 (File No. 333-229105). A preliminary prospectus supplement relating to the offering was filed with the Securities and Exchange Commission (“SEC”) on November 19, 2020, and a final prospectus supplement will be filed with the SEC. The closing of the offering is expected to take place on or about November 24, 2020, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement do not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Libertas Law Group, Inc., relating to the shares of common stock sold in the offering is attached hereto as Exhibit 5.1.
Item 8.01 Other Events
Reed’s issued a press release on November 19, 2020 announcing the offering and a press release on November 20, 2020 announcing the pricing of the offering. The press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | REEDS, INC., |
| | a Delaware corporation |
| | | |
| Dated: November 23, 2020 | By: | /s/ Thomas J. Spisak |
| | | Thomas J. Spisak |
| | | Chief Financial Officer |
