0001493152-18-017774.txt : 20181221 0001493152-18-017774.hdr.sgml : 20181221 20181220211329 ACCESSION NUMBER: 0001493152-18-017774 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181220 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20181221 DATE AS OF CHANGE: 20181220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REED'S, INC. CENTRAL INDEX KEY: 0001140215 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 352177773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32501 FILM NUMBER: 181247430 BUSINESS ADDRESS: STREET 1: 201 MERRITT 7 CORPORATE PARK, CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 310-217-9400 MAIL ADDRESS: STREET 1: 201 MERRITT 7 CORPORATE PARK, CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: REED'S INC DATE OF NAME CHANGE: 20140512 FORMER COMPANY: FORMER CONFORMED NAME: REEDS INC DATE OF NAME CHANGE: 20020122 FORMER COMPANY: FORMER CONFORMED NAME: ORIGINAL BEVERAGE CORP / DATE OF NAME CHANGE: 20010508 8-K 1 form8-k.htm

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): December 20, 2018

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 Corporate Park
Norwalk, Connecticut 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: (310) 217-9400

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))

Item 7.01. Regulation FD Disclosure

On November 20, 2018, Reed’s Inc., a Delaware corporation (“Reed’s), and Christopher J. Reed, founder, significant shareholder, CIO and director of Reed’s, entered into a non-binding letter of intent for the purchase and sale of Reed’s manufacturing and bottling plant business for the aggregate purchase price of $1,250,000. In conjunction with the sale, Reed’s will assign the commercial lease for the premises upon which the bottling plant is located to Mr. Reed, subject to satisfaction of landlord’s conditions and approval. Mr. Reed has remitted a $200,000 good faith deposit in furtherance of the transaction and intends to pay the remainder of the purchase price in cash received from financing through a third party commercial lender or through the sale, in a private transaction, of a block of shares of Reed’s common stock owned by Mr. Reed. The plant equipment is being sold “as-is, where-is”. The closing of the transaction is contingent upon execution of definitive agreements. Closing of the transaction is expected to occur on or before December 31, 2018.

The securities referenced in this item 7.01 have not been registered and may not be sold in the United States absent registration or an exemption from registration. The disclosure set forth in Item 7.01 is not an offering or the solicitation of an offer to purchase securities in Reed’s. Any such offer or solicitation will only be made to qualified investors by means of a confidential private placement memorandum and only in those jurisdictions where permitted by law.

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: December 20, 2018	By:	/s/ Iris Snyder
		Iris Snyder,
		Chief Financial Officer