Current Report Filing (8-k)
March 14 2022 - 5:30PM
Edgar (US Regulatory)
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2022-03-10
2022-03-10
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xbrli:shares
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xbrli:shares
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): March 10, 2022
REED’S,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-32501 |
|
35-2177773 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
201
Merritt 7, 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: (203) 890-0557
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)) |
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
1.01 |
Entry
Into a Material Definitive Agreement. |
On
March 10, 2022, Reed’s, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement
(“Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”) pursuant to
which the Purchasers agreed to purchase, and the Company agreed to issue and sell to the Purchasers in a private placement, an
aggregate of 18,594,571 shares (“Shares”) of the Company’s common
stock, $0.0001 par value (“Common Stock”), and warrants (“Warrants”) to purchase an
aggregate of 9,297,289 shares of Common Stock (the “Private Placement”). 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 are
exercisable at a per share exercise price of $0.2877 for a period of five years commencing six months from the closing date. The
warrants also contain customary beneficial ownership limitations that may be waived at the option of each holder upon 61 days’
notice to the Company. Officers and directors of the Company purchased approximately $1.1 million of the securities in the
offering. The Private Placement closed on March 11, 2022. The
gross proceeds to the Company, before deducting placement agent fees and other offering expenses, are approximately $5.4 million.
The
Purchase Agreement includes standard representations, warranties and covenants of the Company and Purchasers. The Purchase Agreement
also provides for the payment by the Company customary penalties and liquidated damages in the event of legend removal failure.
The
Company intends to use the net proceeds from the Private Placement for general working capital and general corporate purposes.
On
March 10, 2022, in connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration
Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to file a registration statement on Form S-3 to register
for resale the Shares and any shares of the Company’s common stock issuable upon exercise of the Warrants within 45 days of the
closing of the Private Placement. The Company is subject to penalties and liquidated damages in the event it does not meet certain filing
requirements and deadlines set forth in the Registration Rights Agreement.
Roth
Capital Partners, LLC (the “Placement Agent’) was engaged by the Company to act as its placement agent for the Private Placement.
The Company agreed to pay the Placement Agent a cash fee equal to 6.5% of the gross proceeds received by the Company in the Private Placement.
For a period of 90 days after the closing of the Private Placement, the Company is prohibited from issuing or agreeing to issue shares
of common stock or common stock equivalents other than under equity compensation plans or pursuant to any outstanding rights to acquire
common stock or common stock equivalents.
The
foregoing descriptions of the Purchase Agreement, the Warrants and the Registration Rights Agreement do not purport to be complete and
are qualified by reference to the full text of such agreements, which are attached to this Current Report on Form 8-K as Exhibits 4.1,
10.1, and 10.2, respectively, and are incorporated herein by reference.
Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
disclosures set forth in Item 1.01 above related to the Private Placement are incorporated by reference into this Item 3.02. The Shares,
the Warrants and the shares of Common Stock underlying the Warrants have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to the Registration Statement and are instead being offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Item
8.01 |
Other
Information. |
On
March 10, 2022, the Company issued a press release announcing the private placement and on March 14, 2022 the Company issued a press
release announcing the closing of the private placement. Copies of the press releases are attached to this Current Report
on Form 8-K as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item
9.01. |
Financial
Statements and Exhibits. |
(d)
The following items are filed as exhibits to the Current Report on Form 8-K.
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.
|
REEDS,
INC., |
|
a
Delaware corporation |
|
|
|
Dated:
March 14, 2022 |
By: |
/s/
Thomas J. Spisak |
|
|
Thomas
J. Spisak, |
|
|
Chief
Financial Officer |
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