UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
REED’S,
INC.
(Name
of Issuer)
Common
Stock ($0.0001 par value per share)
(Title
of Class of Securities)
758338305
(CUSIP Number)
Ruba
Qashu
Barton LLP
100 Wilshire Suite 1300, Los Angeles CA 90401
(949)
355-5405
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November
28, 2023
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provision of the Act (however, see the Notes).
CUSIP
No. 758338305
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1.
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Names
of Reporting Persons:
John
J. Bello
I.R.S.
Identification Nos. of above persons (entities only): |
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2. |
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Check
the Appropriate Box if a Member of a Group
(a)
☐ (b) ☐
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3. |
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SEC
Use Only
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4. |
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Source
of Funds (See instructions)
PF |
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5. |
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6. |
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Citizenship
or Place of Organization:
US |
Number
of
shares
Beneficially
owned
By
each
reporting
Person
with:
|
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7.
|
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Sole
Voting Power:
96,002* |
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8. |
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Shared
Voting Power:
385,244** |
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9. |
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Sole
Dispositive Power:
96,002 |
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10. |
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Shared
Dispositive Power:
385,244 |
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11. |
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
481,247** |
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12. |
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
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13. |
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Percent
of Class Represented by Amount in Row (11):
11.3%*** |
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14. |
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Type
of Reporting Person (See Instructions):
IN |
This
Schedule 13D/A amends and restates in its entirety the statement on Schedule 13D filed by the Reporting Persons with the SEC on May 20,
2020, as amended June 7, 2023. On January 27, 2023, The Issuer’s 1 for 50 reverse
stock split was effective on Nasdaq at 12:01 a.m. Eastern Time on January 27, 2023 (“Reverse Stock Split”). At the Effective
Time, the Issuer’s common stock commenced trading under a new CUSIP number, 758338305.
*
Consists of 25,087 shares (the “Shares”) of the common stock, par value $0.0001 per
share (the “Common Stock”) of Reed’s Inc., a Delaware
corporation (the “Issuer”) held by the Bello Family Partnership, Shares underlying 58,555 currently exercisable
warrants held in the Reporting Person’s name, 2,318 shares of Common Stock held in the Reporting Person’s personal IRA, 10,042
Shares held directly in the Reporting Person’s name including 1,000 Shares underlying currently exercisable options.
**Reporting Person shares voting and dispositive
control of 346,559 Shares and Shares underlying 38,685 currently exercisable warrants held by the John and Nancy Bello Revocable
Trust with co-trustee and spouse, Nancy Bello.
***The
calculation is based on 4,267,371 Shares, which is the sum of (i) 4,169,131 Shares outstanding on October 31, 2023, as reported
in the Issuer’s Quarterly Report on Form 10Q for the period ended September 30, 2023 plus (ii) 97,240 Shares issuable
upon exercise of certain warrants plus (iv) 1,000 Shares issuable upon exercise of certain stock options.
Item
1. |
Security
and Issuer. |
This
statement on Schedule 13D relates to shares (the “Shares”) of the common stock, par value $0.0001 per share (the “Common
Stock”) of Reed’s Inc., a Delaware corporation (the “Issuer”). The principal executive offices
of the Issuer are located at 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.
Item
2. |
Identity
and Background. |
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(a) |
The
names of the person filing this statement on Schedule 13D (the “Reporting Person”) is John Bello. |
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(b) |
The
Reporting Person’s principal business address is 201 Merritt 7 Corporate Park,
Norwalk, Connecticut 06851. |
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|
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(c) |
The
Reporting Person is the Chairman of the board of directors of the Issuer. |
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(d) |
The
Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). |
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(e) |
The
Reporting Persons has not been, during the last five years, a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws. |
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|
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(f) |
The
Reporting Person is a citizen of the U.S.A. |
Item
3. |
Source
and Amount of Funds or Other Consideration. |
The
funds for the purchase of the Shares came from the Reporting Person’s personal funds. No borrowed funds were used to purchase
the Shares.
Item
4. |
Purpose
of Transaction. |
The
purpose of the acquisition of the Shares by the Reporting Person is for investment. The Reporting Person may make purchases of
Shares from time to time and may dispose of any or all of the Shares held by him at any time, in accordance with applicable law.
The Reporting Person may review or reconsider his position with respect to the Company or formulate plans or proposals with respect
to any such matter but has no present intention of doing so. Except as set forth in the preceding paragraphs, as of the date
hereof, the Reporting Person do not have any plan or proposal that relates to or would result in:
(a) The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
(f)
Any other material change in the Issuer’s business or corporate structure;
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j)
Any action similar to any of those enumerated above.
The
Reporting Persons reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to
time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or
more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule
13D) or formulate and implement plans or proposals with respect to any of the foregoing.
Item
5. |
Interest
in Securities of the Issuer. |
(a) The Reporting Person beneficially owns 521,247
Shares, including 25,087 shares (the “Shares”) of the common stock, par value $0.0001
per share (the “Common Stock”) of Reed’s Inc., a Delaware corporation (the “Issuer”) held by the
Bello Family Partnership, Shares underlying 58,555 currently exercisable warrants held in the Reporting Person’s name, 2,318 shares
of Common Stock held in the Reporting Person’s personal IRA, 1,000 Shares underlying currently exercisable stock options
held directly in the Reporting Person’s name and 10,042 Shares held directly in the Reporting Person’s name, 346,559
Shares and Shares underlying 38,685 currently exercisable warrants held by the John and Nancy Bello Revocable Trust with co-trustee and
spouse, Nancy Bello.
(b) The Reporting Person has sole voting
and dispositive control over 339,427 Shares held. The Reporting Person shares voting and dispositive power with co-trustee, Nancy Bello
over 346,559 Shares and Shares underlying 38,685 currently exercisable warrants held by the Trust. Nancy Bello is the Reporting
Person’s retired spouse and shares principal address with the Reporting Person. During the last five years, Mrs. Bello has not
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(c)
On May 25, 2023, the Trust purchased 193,424 Shares and warrants to purchase 36,685 Shares for a purchase price of $2.585 per
share in the Issuer’s private placement that closed on May 25, 2023, as described in the Current Report on Form 8-K dated May 25,
2023, The 2023 Warrants have an exercise price of $2.50 per share, subject to adjustment in certain events as set forth therein, and
may be exercised from time to time at any time after the date of issuance through May 25, 2026. The 2023 Warrants include a 19.9% beneficial
ownership blocker that may be waived by holder upon 60 days’ notice to the Issuer. On May 25, 2022, Mr. Bello also entered into
a registration rights agreement, which grants customary registration rights to the Trust.
On November 28, 2023, the Trust purchased $5,000
Shares on the open market at a purchase price of $2.04.
On December 6, 2023, the Trust purchased $5,000
Shares on the open market at a purchase price of $1.80.
Except
as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships with respect
to the securities of the Issuer between the Reporting Person and any other person or entity.
No
other transactions in Shares were effected by the Reporting Person, the IRA, Partnership or Trust during the sixty days preceding
the date hereof.
(d)
not applicable
(e)
not applicable
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
December 13, 2023
|
By: |
/s/
John Bello |
|
|
JOHN
BELLO |
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