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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 29, 2021



(Exact name of registrant as specified in its charter)


Delaware   001-32501   35-2177773

(State or other jurisdiction

of incorporation)



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)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.


On January 29, 2021, Rosenthal & Rosenthal, Inc. (“Rosenthal”), senior secured lender of Reed’s Inc., a Delaware corporation (the “Company”), granted a waiver of performance to that certain Financing Agreement dated October 4, 2018, as amended December 23, 2020, which extended the number of days that the irrevocable standby letter of credit in the amount of $1.5 million (“LC”), which serves as financial collateral for certain obligations of Reed’s under the Rosenthal credit facility, must be replaced or renewed until February 5, 2021. The current LC by Daniel J. Doherty, III and Daniel J. Doherty, III 2002 Family Trust in favor of Rosenthal expires March 30, 2021.







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.


  a Delaware corporation
Dated: February 4, 2021 By: /s/ Thomas J. Spisak
    Thomas J. Spisak
    Chief Financial Officer




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