Reed's, Inc. Files 8-K: Material Agreement, Officer Changes

TL;DR

Reed's Inc. inked a new deal, swapped some execs, and brought in new board members. Big changes ahead.

AI Summary

On August 1, 2024, Reed's, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also announced the departure of certain officers and the election of new directors, alongside compensatory arrangements for its officers. Specific details on the financial obligation and personnel changes were filed.

Why It Matters

This filing indicates significant corporate actions, including new financial commitments and leadership transitions, which could impact the company's operational direction and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, suggesting potential shifts in strategy or financial obligations that carry inherent business risks.

Key Players & Entities

• REED'S, INC. (company) — Registrant
• August 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $6,504,730 — purchase an aggregate of approximately $6,504,730 notes (the "Fourth Option Notes," colle
• $1,400,000 — paid without premium or penalty. Unless $1,400,000 of the principal amount is prepaid, pay

Filing Documents

• form8-k.htm (8-K) — 38KB
• 0001493152-24-030422.txt ( ) — 202KB
• reed-20240801.xsd (EX-101.SCH) — 3KB
• reed-20240801_lab.xml (EX-101.LAB) — 33KB
• reed-20240801_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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): August 1, 2024 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 , CT 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: (800) 997-3337 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)) Securities registered pursuant to Section 12(b) of the Act: none Title of Each Class Trading Symbol(s) Name of Each Exchanged on Which Registered Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry Into a Material Definitive Agreement. On August 1, 2024 ("Original Issue Date"), Reed's, Inc., a Delaware corporation ("Reed's" or the "company") entered into an Option Exercise and Sixth Amendment ("Exercise and Amendment Agreement") to 10% Secured Convertible Notes with Wilmington Savings Fund Society, FSB, as holder representative and collateral agent ("Agent"). Pursuant to the Exercise and Amendment Agreement, holders ("Holders") of the company's 10% Secured Convertible Notes, as amended (the "Original Notes"), exercised an option to purchase an aggregate of approximately $6,504,730 notes (the "Fourth Option Notes," collectively with the Original Notes, the "Notes"). The Option Notes are part of the same series as the Original Notes although they are not identical. The purchase price of the Fourth Option Notes was equal to 100% of the principal amount of notes purchased, paid in a combination of cash together with the exchange of all principal, interest, fees and other amounts owning with respect to the outstanding Purchased Third Option Notes. The Fourth Option Notes mature on the earlier of December 15, 2024 and ninety one days before the schedule maturity of any unsecured indebtedness incurred by Reed's that is junior in right of payment to its Note obligations (the "Maturity Date"). The Fourth Option Notes bear interest in arrears on the outstanding principal amount at a rate of 11.13% per annum, payable in cash. The Fourth Option Notes may be prepaid without premium or penalty. Unless $1,400,000 of the principal amount is prepaid, payment of any Fourth Option Note on the Maturity Date (or due to an acceleration (whether declared or automatic)) shall be accompanied by an additional amount (such amount, the "MOIC Deficiency Amount"), if any, sufficient to achieve a 1.13:1.00 multiple of invested capital since the Original Issue Date (the "MOIC") on the aggregate Principal Amount of the Fourth Option Notes being paid. The MOIC Deficiency Amount in connection with any payment of Fourth Option Notes shall be calculated based on (i) the sum of all fees, original issue discount, interest, premiums, principal and other payments received in cash by the applicable Holders in respect of the Fourth Option Notes since the Original Issue Date (excluding any reimbursement of out-of-pocket costs or expenses reimbursed and any indemnification payments made to the applicable Holders in respect of the Fourth Option Notes), as the numerator, and (ii) the aggregate Principal Amount of the Fourth Option Notes on the Original Issue Date, as the denominator. Pursuant to the Exercise and Amendment Agreement, Agent and the Holders party temporarily waived the specified events of default under the Notes and temporarily waived any requirement that the Company conduct a repurchase of Notes in the event of a Make-Whole Fundamental Change (as defined in the Notes), subject to the terms and conditions therein. The foregoing descriptions of the Exercise and Amendment Agreement and the Fourth Option Notes ar

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