Securities Registration: Employee Benefit Plan (s-8)
March 04 2022 - 5:13PM
Edgar (US Regulatory)
As
filed with the Securities Exchange Commission on March 4, 2022
Registration
No. 333-_________________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
REED’S,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
35-2177773 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
201
Merritt 7 Corporate Park, Norwalk, CT |
|
06851 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Reeds,
Inc. 2020 Equity Incentive Plan, as amended December 30, 2021
(Full
title of the plan)
Norman
E. Snyder, Jr.
Chief
Executive Officer
201
Merritt 7 Corporate Park
Norwalk, CT 06851
(Name
and address of agent for service)
(203)
890-0564
(Telephone
number, including area code, of agent for service)
with
copies to:
Ruba
Qashu, Partner
Raines
Feldman LLP
18401
Von Karman Avenue, Suite 360
Irvine, CA 92612
(949)
783-7606
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.
Large
accelerated filer |
☐ |
Accelerated
filer ☐ |
Non-accelerated
filer |
☐ |
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. ☐
EXPLANATORY
NOTE
The
Registrant previously filed a registration statement on Form S-8 with the Securities and Exchange Commission (the “SEC”)
on January 15, 2021 (File No. 333-252140) (the “Original Registration Statement”), whereby the Registrant registered 8,500,000
shares of common stock, $0.0001 par value per share, which were reserved for issuance in respect of awards to be granted under the Reed’s,
Inc. 2020 Equity Incentive Plan (the “Plan”). On November 29, 2021, the Registrant’s board of directors adopted
amendments to the Plan (the “Amended Plan”), effective upon stockholder approval, which was received on December 30, 2021,
in order to increase the number of shares of common stock reserved for issuance in respect of awards to be granted under the Plan from
8,500,00 shares of common stock to an aggregate of 15,000,00 shares of common stock. This registration statement on Form S-8 (the “Registration
Statement”) is being filed for the purpose of registering the additional 6,500,000 shares of common stock that are issuable under
the Amended Plan. These 6,500,000 shares of common stock are additional securities of the same class as other securities for which the
Original Registration Statement was filed with the SEC. Pursuant to General Instruction E to Form S-8, the contents of the Original Registration
Statement are incorporated by reference into this Registration Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed with the SEC by Reed’s, Inc., a Delaware corporation (the “Registrant”),
are incorporated herein by reference as of their respective dates:
|
(a) |
the
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 30, 2021; |
|
|
|
|
(b) |
the
Registrant’s Quarterly Reports on Form 10Q for the quarterly periods ended March 30, 2021, June 30, 2021, and September 30,
2021, as filed, respectively, May 17, 2021, August 12, 2021, November 9, 2021; |
|
|
|
|
(c) |
the
Registrant’s Current Reports on Form 8-K dated January 26, 2021, January 29, 2021, February 8, 2021, February 22, 2021, March
5, 2021, March 11, 2021, April 2, 2021, May 5, 2021, May 21, 2021, July 22, 2021, August 16, 2021, October 28, 2021, and December
30, 2021; and |
|
|
|
|
(d) |
the
description of the Registrant’s common stock set forth under the heading “Description of Securities” in the prospectus
forming part of its registration statement on Form S-1 (File No. 333-221059), originally filed with the SEC on October 23, 2017,
as amended on November 21, 2017, December 1, 2017 and December 4, 2017, and as may be further amended, including any amendment or
report filed for the purpose of updating such description. |
All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and
to be part hereof from the respective filing dates of such documents.
Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under
no circumstances will any information furnished under current Items 2.02 or 7.01 of Form 8-K
be deemed incorporated herein by reference unless such Form 8-K expressly
provides to the contrary.
Item
8. Exhibits.
See
Exhibit Index immediately following the signature page.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing this Registration Statement on Form S-8 and authorized this Registration Statement to be signed
on its behalf by the undersigned, in Norwalk, Connecticut on March 4, 2022.
|
REED’S,
INC. |
|
|
|
/s/
Norman E. Snyder Jr. |
|
Norman
E. Snyder, Jr. |
|
Chief
Executive Officer |
KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Reed’s, Inc. hereby constitutes and appoints
Norman E. Snyder Jr. and Thomas J. Spisak, and each of them acting alone, his attorney-in-fact and agent, with full power of substitution
and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in connection therewith or in connection with the registration
of the shares of common stock under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto
such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection
with such matters as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such
attorney-in-fact and agent or her substitute may do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the date indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Norman E. Snyder, Jr. |
|
Chief
Executive Officer |
|
March
4, 2022 |
Norman
E. Snyder, Jr. |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Thomas J. Spisak |
|
Chief
Financial Officer |
|
March
4, 2022 |
Thomas
J. Spisak |
|
(Principal
Financial Officer)) |
|
|
|
|
|
|
|
/s/
John J. Bello |
|
Chairman
of the Board |
|
March
4, 2022 |
John
J. Bello |
|
|
|
|
|
|
|
|
|
/s/
Louis Imbrogno, Jr. |
|
Director |
|
March
4, 2022 |
Louis
Imbrogno, Jr. |
|
|
|
|
|
|
|
|
|
/s/
Rhonda Kallman |
|
Director |
|
March
4, 2022 |
Rhonda
Kallman |
|
|
|
|
|
|
|
|
|
/s/
Lewis Jaffe |
|
Director |
|
March
4, 2022 |
Lewis
Jaffe |
|
|
|
|
EXHIBIT
INDEX
Exhibit
Number |
|
Exhibit
Description |
|
|
|
3
(i) |
|
Certificate of Amendment of Reed’s, Inc., as amended, filed herewith. |
|
|
|
3
(ii) |
|
Amended
and Restated Bylaws of Reed’s, Inc. (Incorporated by reference to Exhibit 3 (ii) to Reed’s, Inc.’s Annual Report
on Form 10-K for the period ended December 31, 2020, as filed March 30, 2021). |
|
|
|
4.1 |
|
Form of common stock certificate (Incorporated by reference to Exhibit 4.1 to Reed’s, Inc.’s Registration Statement on Form SB-2 (File No. 333-120451)). |
|
|
|
4.2 |
|
Reed’s, Inc. 2020 Equity Incentive Plan, as amended December 30, 2021, filed herewith. |
|
|
|
5.1 |
|
Opinion of Raines Feldman LLP, filed herewith. |
|
|
|
23.1 |
|
Consent of Weinberg & Company, PA, filed herewith. |
|
|
|
23.2 |
|
Consent of Raines Feldman LLP (filed as part of Exhibit 5.1) |
|
|
|
107 |
|
Filing fee Table, filed herewith. |
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