8-K

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

June 22, 2009

Date of Report (Date of earliest event reported)

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)	(I.R.S.Employer Identification No.)

13000 South Spring Street, Los Angeles, California 90061

(Address of principal executive offices)

(Zip Code)

(310) 217-9400

Registrant's telephone number, including area code

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 (SEE General Instruction A.2. below):

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Reed’s, Inc.

Item 1.01  Entry into Material Definitive Agreement

The disclosures in response to Items 2.01 and 2.03 of this Current Report on Form 8K are incorporated herein by this reference.

Item 2.01  Completion of Acquisition or Disposition of Assets

On June 16, 2009, Reed’s, Inc., a Delaware corporation (“Reed’s” or “the Company”) closed on a sale and lease back transaction (“Sale and Lease Back Transaction”).  The transaction involved the sale and lease back of the Company’s real property and certain equipment located at 12930 South Spring Street and 13000 South Spring Street, Los Angeles, California 90061. The equipment sold in the transaction includes primarily the Company’s brewery equipment. The aggregate sales price was $3,250,000 in cash.

No material relationship, other than in respect of the Sale and Lease Back Transaction, exists between Reed’s, any of its affiliates, any director or officer of Reed’s or any associate of any such director or officer and the Buyer.

In connection with the Sale and Lease Back Transaction, the Company paid off the first trust deed secured by the property in the amount of $1,756,000.  Additionally, the Company amended its Credit and Security Agreement covering its revolving credit facility.  The credit facility was reduced to $2 million and reserves against available collateral were increased by $350,000. Proceeds from the sale were applied to reduce the outstanding loan under the credit facility by $1,264,000.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

In conjunction with the Sale and Lease Back Transaction, Reed’s entered into a Standard Commercial/Industrial Lease Agreement with the Buyer (“Lease”) leasing back real property, plant and equipment located at 12930 South Spring Street and 13000 South Spring Street, Los Angeles, California 90061,on May 7, 2009.  The commencement date of the Lease was June 16, 2009, the date of the closing of the Sale and Lease Back Transaction (“Commencement Date”).  The term of this Lease is 15 years. The monthly rent payment for the first year of the Lease is $27,708.33.  The rent increases annually at a customary annual rate of approximately 3%.

The agreement provides an option to purchase the real property, plant and equipment covered by the Lease.  As primary consideration for the option, Reed’s issued to the Buyer 5-year warrants to purchase up to 400,000 shares of common stock of the Company at an exercise price of $1.20 per share.  Reed’s has an option to purchase the real property, plant and equipment for 14 years, commencing after one year. Reed’s also has a right of first refusal with regards to purchase of said property.

Christopher J. Reed, the Company’s President, Chief Executive Officer and Chairman, personally guaranteed the Lease obligations in the event of breach or default by the Company, in an amount not to exceed $150,000.

Item 3.02  Unregistered Sales of Equity Securities

In conjunction with the Lease, Reed’s issued to the Lessor 5-year warrants to purchase up to 400,000 shares of common stock of the Company at an exercise price of $1.20 per share. The warrants were issued pursuant to exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, on the basis of Buyer’s pre-existing relationship with the Company, Buyer’s representations that Buyer is a sophisticated investor, Buyer’s ability to bear the investment's economic risk and Buyer’s intent not to resell or distribute the securities. Further, Buyer had access to the type of information normally provided in a prospectus. In addition, Reed’s did not use any form of public solicitation or general advertising in connection with the offering of the warrants.

On June 16, 2009, Reed’s sold 50,000 shares of its common stock to a private investor, for an aggregate purchase price of $150,000. The shares were issued pursuant to exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, on the basis of investor’s pre-existing relationship with the Company, his representations that he is an accredited investor, he is able to bear the investment's economic risk and his intent not to resell or distribute the securities. Further, investor had access to the type of information normally provided in a prospectus. In addition, Reed’s did not use any form of public solicitation or general advertising in connection with the offering of these shares of common stock.

Item 8.01  Other Events

On  June 22, 2009, the Company issued a press release announcing the Sale and Lease Back Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits

Exhibit No.	Document
99.1	Press Release dated June 22, 2009

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.

	REED’S, INC.
Dated: June 22, 2009	By:	/s/ Christopher J. Reed
		Christopher J. Reed President

EX-99.1

EXHIBIT 99.1 

Reed’s, Inc. Eliminates Majority of Corporate Debt with $3.2 Million

Sale Leaseback

Transaction for two company-owned properties strengthens company’s balance sheet

LOS ANGELES, June 22, 2009 (MARKETWIRE) -- Reed's, Inc. (Nasdaq:REED), maker of the top-selling sodas in natural food stores nationwide, announced today that it has closed escrow on a sale-leaseback on its two buildings in Los Angeles for an undisclosed amount.  Concurrently, the Company has entered into a long-term lease agreement with the buyer covering the premises, which are used for the Company’s West Coast brewery operations, its corporate offices, and warehouse space.

The transaction dramatically improved the company’s available working capital.  The proceeds from the sale were applied to pay off $1.8 million of long-term debt and to reduce its outstanding borrowing under its revolving line of credit, freeing up availability.  The Company has filed an 8K outlining the specific details of the transaction, which can be viewed at: www.sec.gov.

“We had previously announced that we were looking at alternative methods of funding, focusing on the least dilutive mechanisms possible.  This transaction provides the Company with the working capital necessary to expand production and marketing activities as we enter our busy season, and protects value for our existing stakeholders.  It also enables us to proceed with planned business initiatives into areas such as new product development, and new forms of marketing and distribution of our products, including our new energy drink, the Reed’s Natural Energy Elixir,” commented Mr. Chris Reed, Founder and CEO of Reed’s, Inc.

The Company has filed an 8K, which can be viewed at: http://www.sec.gov.

About Reed's, Inc.

Reed's, Inc. makes the top selling sodas in natural food markets nationwide and is currently selling in 10,500 supermarkets in natural foods and mainstream. Its six award-winning non-alcoholic Ginger Brews are unique in the beverage industry, being brewed, not manufactured and using fresh ginger, spices and fruits in a brewing process that predates commercial soft drinks. In addition, the Company owns the top selling root beer line in natural foods, the Virgil's Root Beer product line, and the top selling cola line in natural foods, the China Cola product line. Other product lines include: Reed's Ginger Candies and Reed's Ginger Ice Creams.

Reed's products are sold through specialty gourmet and natural food stores, mainstream supermarket chains, retail stores and restaurants nationwide, and in Canada. For more information about Reed's, please visit the company's website at: http://www.reedsgingerbrew.com or call 800-99-REEDS.

Follow Reed’s on Twitter at: http://www.twitter.com/reedsgingerbrew

Reed’s Delicious bookmarks at: http://www.delicious.com/reedsinc

Reed’s Facebook Fan Page at: http://www.facebook.com/pages/Reeds-Ginger-Brew-and-Virgils-Natural-Sodas/57143529039?ref=nf

Subscribe to Reed’s RSS feed at: http://www.irthcommunications.com/REED_rss.xml

More information can be found at: http://www.irthcommunications.com/clients_REED.php

SAFE HARBOR STATEMENT

Some portions of this press release, particularly those describing Reed's goals and strategies, contain ``forward-looking statements.'' These forward-looking statements can generally be identified as such because the context of the statement will include words, such as ``expects,'' ``should,'' ``believes,'' ``anticipates'' or words of similar import. Similarly, statements that describe future plans, objectives or goals are also forward-looking statements. While Reed's is working to achieve those goals and strategies, actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. These risks and uncertainties include difficulty in marketing its products and services, maintaining and protecting brand recognition, the need for significant capital, dependence on third party distributors, dependence on third party brewers, increasing costs of fuel and freight, protection of intellectual property, competition and other factors, any of which could have an adverse effect on the business plans of Reed's, its reputation in the industry or its expected financial return from operations and results of operations. In light of significant risks and uncertainties inherent in forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by Reed's that they will achieve such forward-looking statements. For further details and a discussion of these and other risks and uncertainties, please see our most recent reports on Form 10-KSB and Form 10-Q, as filed with the Securities and Exchange Commission, as they may be amended from time to time. Reed's undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Source: Reed’s, Inc.

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