reeds_8k-100709.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
October 7,
2009
Date of
Report (Date of earliest event reported)
Reed’s,
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
|
001-32501
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35-2177773
|
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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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
Gregory
Sichenzia, Esq.
Marcelle
S. Balcombe, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement.
On
October 7, 2009, Reeds Inc. (the “Company”) and accredited investors entered
into a securities purchase agreement (the “Securities Purchase Agreement”) for
the sale of an aggregate of 364,189 Units at a price of $1.80 per Unit. Each
Unit consist of one share of common stock (“Shares”) and warrants to purchase
shares of the Company’s common stock (“Warrants”). The Warrants
consists of Series A Warrants, for the purchase of a number of shares
of common stock equal to 40% of a purchaser’s Shares, which have an initial
exercise price of $2.25 per share and are exercisable for a period of five years
commencing 183 days from the date of issuance, (ii) Series B Warrants, for the
purchase of a number of shares of common stock equal to 50% of a purchaser’s
Shares, which have an exercise price equal to $1.80 and are exercisable for 60
trading days commencing immediately, and (iii) Series C Warrants, for the
purchase of a number of a shares of common stock equal to 20% of a purchaser’s
Shares, which have an exercise price of $2.25 and are exercisable for five years
commencing 183 days from the date of issuance. The Series B Warrants
and Series C Warrants will only be issued to purchasers who purchase Units for
an aggregate purchase price of at least $125,000. The offering closed on October
8, 2009.
We paid
an 8% placement agent fee to Source Capital Group, Inc. who acted as the
placement agent in this offering. The net proceeds to the Company from the
registered direct public offering, after deducting placement agent fees and
estimated offering expenses, are approximately $563,098. At the closing, the
Company issued 364,189 shares of common stock, Series A Warrants to purchase
145,676 shares of common stock, Series B Warrants to purchase 69,445 shares of
common stock, and Series C Warrants to purchase 27,778 shares of common
stock.
The Shares and the Warrants and shares
of common stock issuable upon exercise of the warrants will be issued pursuant
to a prospectus supplement filed with the Securities and Exchange Commission on
October 6, 2009, 2009, in connection with a takedown from the Company’s shelf
registration statement on Form S-3 (File No. 333-159298), as amended, which
became effective on August 24,2009. A copy of the opinion of Sichenzia Ross
Friedman Ference LLP relating to the legality of the issuance and sale of the
shares of common stock, warrants and shares of common stock issuable upon
exercise of the warrants in the offering is attached as Exhibit 5.1
hereto.
The
foregoing summaries of the terms of the securities purchase agreement and, the
form of warrant issued to the investors, are subject to, and qualified in their
entirety by, such documents attached hereto as Exhibits 10.1 and 4.1
respectively, and are incorporated herein by reference. A copy of the press
release announcing the registered direct public offering is also attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
Exhibit
Number
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Description
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4.1
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Form
of Warrant issued in connection with the Securities Purchase Agreement
attached as Exhibit 10.1 hereto.
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5.1
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Opinion
of Sichenzia Ross Friedman Ference LLP
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|
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10.1
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Form
of Securities Purchase Agreement, dated October 7, 2009, entered into
between Reed’s Inc. and each investor in the offering.
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10.2
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Placement
Agent Agreement between Reed’s Inc. and Source Capital Group,
Inc.
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99.1
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Press
Release, dated October 6, 2009
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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.
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REED’S,
INC.
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Dated:
October 9, 2009
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By:
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/s/ Christopher J.
Reed
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Christopher
J. Reed
President
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Exhibit
Index
Exhibit
Number
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Description
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4.1
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Form
of Warrant issued in connection with the Securities Purchase Agreement
attached as Exhibit 10.1 hereto.
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5.1
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Opinion
of Sichenzia Ross Friedman Ference LLP
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10.1
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Form
of Securities Purchase Agreement, dated October 7, 2009, entered into
between Reed’s Inc. and each investor in the offering.
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10.2
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Placement
Agent Agreement between Reed’s Inc. and Source Capital Group,
Inc.
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99.1
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Press
Release, dated October 6, 2009
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