Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - REED'S, INC. | reeds_8k-ex9901.htm |
| EX-5.1 - OPINION - REED'S, INC. | reeds_8k-ex0501.htm |
| EX-10.1 - ENGAGEMENT LETTER - REED'S, INC. | reeds_8k-ex1001.htm |
| EX-4.1 - SECURITIES PURCHASE AGREEMENT - REED'S, INC. | reeds_8k-ex0401.htm |
| EX-4.2 - COMMON STOCK PURCHASE WARRANT - REED'S, INC. | reeds_8k-ex0402.htm |
| EX-10.2 - AMENDMENT TO ENGAGEMENT LETTER - REED'S, INC. | reeds_8k-ex1002.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): February 18, 2010
Reed’s,
Inc.
(Exact
name of registrant as specified in its charter)
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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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(IRS
Employer Identification No.)
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1300
South Spring Street, Los Angeles, California 90061
(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:
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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)
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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
September 11, 2009 Reed’s, Inc., a Delaware corporation (the “Company”), entered into an
engagement letter agreement with Source Capital Group, Inc. (the “Placement Agent”), which was
subsequently amended on February 17, 2010 (as amended, the “Placement Agent Agreement”),
and pursuant to which the Placement Agent agreed to serve as exclusive placement
agent for the Company in connection with a proposed offering of its
securities.
On
February 18, 2010, the Company entered into a securities purchase agreement (the
“Securities Purchase
Agreement”) with certain investors (the "Purchasers"), pursuant to
which the Company agreed to sell an aggregate of 277,359 units (the “Units”), at a price of $1.70
per Unit. Each Unit is comprised of one share of common stock, par
value $0.001 per share (the “Common Stock”), and one
warrant entitling the holder thereof to purchase approximately 0.3 of a share of
Common Stock (each a “Warrant”, collectively the
"Warrants").
Subject to certain limitations, from
the closing until the date that is the one year anniversary of the closing, each
Purchaser with a subscription amount of at least $125,000 shall have the right
to participate in a subsequent financing by the Company. Subject to certain
ownership limitations, the Warrants are exercisable at a price of $2.10 per
share of Common Stock for a period of five years commencing six months from the
closing date of the offering. An aggregate of 83,208 shares of Common
Stock are issuable upon exercise of the Warrants. The exercise price
and the number of shares of Common Stock issuable upon exercise of the Warrants
are subject to adjustments in the case of a subsequent rights offering by the
Company, stock splits, stock dividends, combinations of shares and similar
recapitalization transactions. The Warrants may be exercised on a
cashless basis if at the time of exercise there is no effective registration
statement covering the shares of Common Stock underlying the
Warrants.
The
Units, the shares of Common Stock and Warrants underlying the Units, and the
shares of Common Stock issuable upon exercise of the Warrants are being offered
and will be issued and sold pursuant to the Company’s effective shelf
registration statements on Form S-3 (Registration No. 333-159298 and
Registration No. 333-164965) and the related prospectus supplement dated
February 18, 2010 and filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act of 1933, as amended. The
closing of the offering is expected to take place on or about February 22, 2010,
subject to the satisfaction of customary closing conditions.
The net
proceeds from the sale of the Units, after deducting the Placement Agent’s fees
and the Company’s estimated offering expenses, and excluding the proceeds, if
any, from the exercise of the Warrants issued in the offering, are expected to
be approximately $433,789. The Company intends to use the net
proceeds from the offering for general corporate purposes.
A copy of
the opinion of counsel to the Company relating to the legality of the issuance
and sale of the shares of Common Stock and the Warrants comprising the Units and
shares of Common Stock issuable upon exercise of the Warrants is annexed hereto
as Exhibit 5.1.
The
foregoing description of the terms of the Securities Purchase Agreement,
Warrants and Placement Agent Agreement does not purport to be complete, and is
subject to, and qualified in its entirety by, reference to the full text of such
documents which are annexed hereto as Exhibits 4.1, 4.2, 10.1 and 10.2,
respectively, and incorporated herein by reference.
A copy of
the press release announcing the offering is annexed hereto as Exhibit 99.1 and
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
The
Exhibit Index annexed hereto is incorporated herein by reference.
2
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 hereunto
duly authorized.
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REED’S
INC.
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Dated:
February 22, 2010.
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By:
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/s/ James
Linesch
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Name:
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James
Linesch
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Title:
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Chief
Financial Officer
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3
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Exhibit
Number
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Description
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4.1
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Form
of Securities Purchase Agreement, dated February 18, 2010, by and between
Reed’s, Inc. and the purchaser(s) listed on the signature pages
thereto.
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4.2
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Form
of Common Stock Purchase Warrant.
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5.1
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Opinion
of Qashu & Schoenthaler LLP.
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10.1
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Engagement
Letter Agreement, dated September 11, 2009, by and between Reed’s, Inc.
and Source Capital Group, Inc.
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10.2
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Engagement
Letter Amendment, dated February 17, 2010, by and between Reed’s, Inc and
Source Capital Group, Inc.
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23.1
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Consent
of Qashu & Schoenthaler LLP.
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99.1
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Press
Release, dated February 18, 2010.
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4