Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on November 17, 2017

Registration No. 333-196154

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KONARED CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		99-0366971
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1101 Via Callejon, Suite 200 San Clemente, California		92673
(Address of principal executive offices)		(Zip Code)

KonaRed Corporation

2014 Flexible Stock Plan

(Full title of the plan)

Kyle Redfield

Chief Executive Officer

KonaRed Corporation

1101 Via Callejon, Suite 200, San Clemente, California 92673

(Name and address of agent for service)

(808) 212-1553

(Telephone number, including area code, of agent for service)

With a Copy to:

Hayden Trubitt, Esq.

Stradling Yocca Carlson & Rauth, P.C.

4365 Executive Drive, Suite 1500

San Diego, California 92121

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
(Do not check if a smaller reporting company)		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 7(a)(2)(B) of the Securities Act. ☒

This Registration Statement amendment shall become effective immediately upon filing with the Securities and Exchange Commission.

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8, as amended (File No. 333-196154) (the "Registration Statement"), of KonaRed Corporation, a Nevada corporation (the "Company"), pertaining to 4,000,000 shares of the Company's common stock, which was filed with the Securities and Exchange Commission and automatically became effective on May 22, 2014 (with Post-Effective Amendment No. 1 thereto automatically becoming effective on May 29, 2014 and with Post-Effective Amendment No. 1/A thereto automatically becoming effective on June 4, 2014). The Registration Statement registered such shares of common stock for issuance (and, as so amended, further registered 500,000 of the shares for resale by the selling security holders named therein).

As a result of the closing of the Series A Preferred Stock Purchase Agreement dated October 24, 2017 between the Company and certain investors, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities of the Company registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Clemente, State of California, on November 17, 2017.