Amended Current Report Filing (8-k/a)
April 05 2018 - 6:14AM
Edgar (US Regulatory)
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 28, 2018)
REED’S,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-32501
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35-2177773
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1300
South Spring Street, Los Angeles, California 90061
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K amends Item 2.02 of the Current Report on Form 8-K filed on March 28, 2017 solely
to correct errors in the press release furnished as Exhibit 99.1 thereto. Changes to the original press release required the insertion
of “per case” in certain instances reporting growth in gross sales. Emphasis is added only for the purpose of highlighting
changes. No other changes have been made to the original Current Report on Form 8-K.
Item
2.02. Results of Operations and Financial Condition.
On
March 28, 2018, Reed’s Inc., a Delaware corporation (the “Company”) issued a press release announcing its 2017
fourth quarter and full year 2017 results. The release was corrected on April 4, 2018. The full text of the corrected press release
issued in connection with the announcement is furnished as Exhibit 99.1 to this Amendment No. 1 to Current Report on Form 8-K.
Forward
Looking Statements
Some
portions of the press release, particularly those describing the Company’s goals and strategies, contain “forward-looking
statements.” These forward-looking statements can generally be identified as such because the context of the statement will
include words, such as “expects,” “should,” “believes,” “anticipates” or words
of similar import. Similarly, statements that describe future plans, objectives or goals are also forward-looking statements.
While the Company is working to achieve those goals and strategies, actual results could differ materially from those projected
in the forward-looking statements as a result of a number of risks and uncertainties. These risks and uncertainties include difficulty
in marketing its products and services, maintaining and protecting brand recognition, the need for significant capital, dependence
on third party distributors, dependence on third party brewers, increasing costs of fuel and freight, protection of intellectual
property, competition and other factors, any of which could have an adverse effect on the Company’s business plans, its
reputation in the industry or its expected financial return from operations and results of operations. In light of significant
risks and uncertainties inherent in forward-looking statements included herein, the inclusion of such statements should not be
regarded as a representation by the Company that they will achieve such forward-looking statements. For further details and a
discussion of these and other risks and uncertainties, please see our most recent reports on Form 10-K and Form 10-Q, as filed
with the Securities and Exchange Commission, as they may be amended from time to time. The Company undertakes no obligation to
publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise
Use
of Non-GAAP Measures
Modified
EBITDA is used as a supplemental measure of the Company’s performance. However, Modified EBITDA is not a recognized measurement
under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure
derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. The Company
defines Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation,
impairments and changes in fair value of warrant expenses. Management believes that disclosure of Modified EBITDA offers an additional
view of the Company’s operations that, when coupled with the GAAP results, provides a more complete understanding of the
Company’s financial results. Modified EBITDA may not be comparable to similarly titled measures used by other companies,
and it excludes financial information that some may consider important in evaluating the Company’s performance. A reconciliation
of Modified EBITDA to net income (loss) for the three and twelve month periods ended December 31, 2017 and 2016 is included in
the accompanying financial schedules to the press release. For further information, please refer to the Company’s Annual
Report on Form 10-K to be filed with the SEC on or about April 2, 2018, available online at www.sec.gov.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
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.
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REEDS,
INC.,
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a
Delaware corporation
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Dated:
April 4, 2018
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By:
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/s/
Daniel Miles
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Daniel
Miles
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Chief
Financial Officer
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Reeds, Inc. (AMEX:REED)
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