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
January 26,
2009
Date of
Report (Date of earliest event reported)
Reed’s,
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-32501
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35-2177773
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(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
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))
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Reed’s,
Inc.
ITEM
8.01. Other Events.
On
January 26, 2009, in a press release correcting a prior release dated
January 23, 2009, Reed’s, Inc., a Delaware corporation (“Reed’s”) announced that
it filed a Registration Statement on Form S-1 (the “Registration Statement”)
with the Securities and Exchange Commission in connection with a rights offering
by Reed’s to its common stockholders (the “Rights Offering”). Under
the proposed terms of the Rights Offering, Reed’s plans to distribute, at no
charge to its existing holders of its common stock, on the record date
transferable subscription rights to purchase shares of Reed’s common
stock. A copy of the news release, as corrected, announcing the
filing of the Registration Statement in connection with the Rights Offering is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Document
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99.1
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News
release of Reed’s, Inc., dated January 26, 2009, entitled “Reed’s
Announces Rights
Offering”.
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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:
January 26, 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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