Reed’s Inc.® Announces $5.3 Million Private Placement
March 10 2022 - 9:00AM
Reed’s, Inc.® (NASDAQ:REED) (“Reed’s” or the “Company”), owner of
the nation’s leading portfolio of handcrafted, all-natural ginger
beverages, today announced that it has entered into securities
purchase agreements with certain institutional and accredited
investors to raise approximately $5.3 million in a private
placement through the issuance of an aggregate of approximately 18
million shares of common stock and warrants to purchase up to an
aggregate of approximately 9 million shares of common stock.
Officers and directors of the Company agreed to purchase
approximately $1.1 million of the securities in the offering.
The purchase price per share of common stock and
associated warrant was $0.28 for the investors (other than officers
and directors of the Company) and $0.3502 for the officers and
directors of the Company in compliance with the rules of the Nasdaq
Stock Market. Each whole warrant entitles the holder to purchase
one share of common stock at an exercise price of $0.2877 per
share. The warrants become exercisable six months from the closing
of the offering and are exercisable for a period of five years from
the initial exercise date. The offering is expected to close on or
about March 11, 2022, subject to customary closing conditions.
Roth Capital Partners acted as the sole
placement agent for the offering.
The Company currently intends to use the net
proceeds from the offering for working capital and general
corporate purposes.
The securities described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”) and Regulation D promulgated
thereunder and in a transaction not involving a public offering and
have not been registered under the Act or applicable state
securities laws. Accordingly, the securities may not be reoffered
or resold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Securities Act and such applicable
state securities laws.
This press release is neither an offer to
purchase or sell nor a solicitation of an offer to sell or buy the
shares, warrants or any other securities of the Company, nor shall
there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state.
About Reed’s Inc.
Reed’s, Inc. is an innovative company and
category leader that provides the world with high quality, premium
and naturally bold™ better-for-you beverages. Established in 1989,
Reed's Inc. is a leader in craft beverages under the Reed’s®,
Virgil’s® and Flying Cauldron® brand names. The company’s beverages
are now sold in over 45,000 stores nationwide.
Reed’s is known as America's #1 name in
all-natural, ginger-based beverages. Crafted using real ginger and
premium ingredients, the Reed’s portfolio includes ginger beers,
ginger ales, ready-to-drink ginger mules, ginger shots, and ginger
candies. The brand has recently successfully expanded into the
zero-sugar segment with its proprietary, all-natural sweetener
system.
Virgil's® is an award-winning line of craft
sodas, made with the finest natural ingredients and without GMOs or
artificial preservatives. The brand offers an array of great
tasting, bold flavored sodas including Root Beer, Vanilla Cream,
Black Cherry, Orange Cream, and more. These flavors are also
available in nine zero sugar varieties which are naturally
sweetened and certified ketogenic.
Flying Cauldron® is a non-alcoholic butterscotch
beer prized for its creamy vanilla and butterscotch flavors. Sought
after by beverage aficionados, Flying Cauldron is made with
all-natural ingredients and no artificial flavors, sweeteners,
preservatives, gluten, caffeine, or GMOs.
For more information, visit drinkreeds.com,
virgils.com and flyingcauldron.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on current expectations. The
achievement or success of the matters covered by such
forward-looking statements involves risks, uncertainties, and
assumptions, many of which involve factors or circumstances that
are beyond our control. New supply chain challenges that may
develop and further potential inflation cannot be reasonably
estimated. These risks could materially impact our ability to
access raw materials, production, transportation and/or other
logistics needs. The risks and uncertainties referred to above
include, but are not limited to: the proposed offering, including
as to the completion of the private placement described above, the
satisfaction of customary closing conditions related to the private
placement and the intended use of net proceeds from the private
placement, risks associated with current economic uncertainties
tied to the COVID-19 pandemic, including but not limited to its
effect on customer demand for the our products and services and the
impact of potential delays in supply of product inputs and customer
payments; risks associated with new product releases; the impacts
of further inflation; risks that customer demand may fluctuate or
decrease; risks that we are unable to collect unbilled contractual
commitments, particularly in the current economic environment; our
ability to compete successfully and manage growth; our need for
significant capital; our ability to develop and expand strategic
and third party distribution channels; our dependence on third
party suppliers, brewers and distributors risks related to our
international operations; our ability to continue to innovate; our
strategy of making investments in sales to drive growth; increasing
costs of fuel and freight, protection of intellectual property;
competition; general political or destabilizing events, including
war, conflict or acts of terrorism; the effect of evolving domestic
and foreign government regulations, including those addressing data
privacy and cross-border data transfers; and other risks detailed
from time to time in Reed’s public filings, including Reed’s annual
report on Form 10-K filed on March 30, 2021 and subsequent reports
filed with the Securities and Exchange Commission, which are
available on the Securities and Exchange Commission’s web site at
www.sec.gov. These forward-looking statements are based on current
expectations and speak only as of the date hereof. Reed’s assumes
no obligation and does not intend to update these forward-looking
statements, except as required by law.
Investor Relations
Contact:Elevate IRir@reedsinc.com720.330.2829
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