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) | | (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: (800) 997-3337
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: none
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchanged on Which Registered |
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 April 1, 2024, Reed’s, a Delaware corporation (“Reed’s” or the “company”), each holder of its 10% Secured Convertible Notes (the “Notes”) and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, entered into an Amendment (“Amendment”) to Limited Waiver, Deferral, and Amendment and Restatement Agreement dated February 12, 2024 (“Waiver Agreement,” as amended, by the Amendment the “Amended Waiver”). Capitalized terms not defined herein have the meanings ascribed to them in the Amended Waiver.
Subject to certain terms and conditions set forth in the Amended Waiver, pursuant to the Amendment, the holders agreed to extend the waiver of certain existing events of default under the Notes to April 30, 2024 and to extend the waiver of monthly Amortization Payments to April 30, 2024. Reed’s remitted a partial Interest payment of $100,000. Further, the parties agreed to fix the maturity date of the Option Notes at March 31, 2023 and to amend the definition of “Permitted Indebtedness” such that its application will commence once the Amended and Restated Notes are issued. The Amended and Restated Notes are issuable upon conversion of approximately $4.1 million of SAFE investments funded by the Company into equity of the company, before April 30, 2023.
The foregoing description of the Amendment does not purport to be complete and is qualified by reference to the full text of such agreement, which is filed as exhibits 10.1to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following items are filed as exhibits to the Current Report on Form 8-K:
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: April 2, 2024 | By: | /s/ Norman E. Snyder, Jr. |
| | | Norman E. Snyder, Jr., |
| | | Chief Executive Officer |
