Current Report Filing (8-k)
April 10 2020 - 5:16PM
Edgar (US Regulatory)
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 9, 2020
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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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:
[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchanged on Which Registered
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Common
Stock, $.0001 par value per share
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REED
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The
NASDAQ Stock Market LLC
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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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The
Nasdaq Listing Qualifications Department notified Reed’s Inc., a Delaware corporation (“we”, “us”)
on April 9, 2020 that the bid price of our common stock has closed at less than $1 per share over the previous 30 consecutive
business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (“Bid Price Rule”). Therefore, in accordance
with Listing Rule 5810(c)(3)(A), we are being provided 180 calendar days, or until October 6, 2020, to regain compliance with
the Bid Price Rule. If, at any time before October 6, 2020 the bid price of our common stock closes at $1.00 per share or more
for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that it has achieved compliance
with the Bid Price Rule.
If
we fail to regain compliance with the Bid Price Rule before October 6, 2020 but meet all of the other applicable standards for
initial listing on the Nasdaq Capital Market with the exception of the minimum bid price, we may be eligible for additional time.
To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other
initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide
written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split,
if necessary.
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 10, 2020
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By:
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/s/
Thomas J. Spisak
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Thomas
J. Spisak
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Chief
Financial Officer
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