Reed's, Inc. Files 8-K with Material Agreements and Equity Sales

TL;DR

Reed's Inc. signed new deals, sold stock, and took on debt on Nov 14th. Big moves happening.

AI Summary

On November 14, 2024, Reed's, Inc. entered into a Material Definitive Agreement and simultaneously terminated another. The company also created a direct financial obligation and reported unregistered sales of equity securities. Specific details regarding the nature of these agreements, obligations, and sales were not provided in this summary.

Why It Matters

This filing indicates significant corporate actions by Reed's, Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, termination of agreements, creation of financial obligations, and unregistered sales of equity, suggesting significant and potentially complex corporate actions.

Key Players & Entities

• REED'S, INC. (company) — Registrant
• November 14, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $10 million — y with an aggregate principal amount of $10 million (the "Senior Secured Facility"). The re
• $1 million — an shall be made in a minimum amount of $1 million and shall be an integral multiple of $5
• $500,000 — on and shall be an integral multiple of $500,000. The aggregate outstanding principal am
• $300,000 — /or other similar programs in excess of $300,000 received by Reed's shall be used to pre
• $1,000,000 — amount which is an integral multiple of $1,000,000 (or by the full amount of the revolving
• $400,000 — in the Loan Agreement) of no less than $400,000 and (2) the requirement that the compan
• $8 million — prior to May 11, 2025, to be less than $8 million and (ii) on the last day of any month e
• $7.9 million — and production shortages. Reed's funded $7.9 million under the Senior Secured Facility at cl
• $6.57 million — r Secured Facility at closing, of which $6.57 million was used to pay off the revolving line

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-1.htm (EX-10.1) — 1031KB
• ex10-2.htm (EX-10.2) — 43KB
• ex10-3.htm (EX-10.3) — 40KB
• ex10-4.htm (EX-10.4) — 28KB
• ex10-5.htm (EX-10.5) — 44KB
• ex10-6.htm (EX-10.6) — 127KB
• ex10-7.htm (EX-10.7) — 77KB
• ex10-8.htm (EX-10.8) — 83KB
• 0001493152-24-046882.txt ( ) — 1935KB
• reed-20241114.xsd (EX-101.SCH) — 3KB
• reed-20241114_lab.xml (EX-101.LAB) — 34KB
• reed-20241114_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities On November 20, 2024, the Company issued 22,478,074 shares of common stock in exchange for the Notes held by D&D, its majority stockholder. The issuance of the shares is exempt from registration under the Securities Act of 1944, as amended, under Section 3(a)((9) (on the basis that securities of the company were exchanged with an existing security holder, without additional consideration from the security holder and without payment of a commission or compensation to anyone for soliciting the exchange) or Section 4(2) (on the basis the issuance does not constitute a public offering) thereunder. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is furnished with this Current Report on Form 8-K: Exhibit No. Description 10.1 Senior Secured Loan and Security Agreement among Reed's, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 10.2 Seventh Amendment to the 10% Secured Convertible Notes and 10% Secured Promissory Notes between Reed's, Inc., the holders party thereto, and Wilmington Savings Fund Society, FSB, as holder representative and collateral agent (the "Agent"). 10.3 Grant of Security Interest in Copyright Rights by Reed's, Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 10.4 Grant of Security Interest in Patent Rights by Reed's, Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 10.5 Grant of Security Interest in Trademark Rights by Reed's, Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 10.6 Subordination Agreement by and among Reed's, Inc., Wilmington Savings Fund society, FSB, as holder representative and collateral agent, D&D Source of Life Holding Ltd. and Cantor Fitzgerald Securities, as administrative agent and collateral agent,

View Full Filing

View this 8-K filing on SEC EDGAR