D&D Source of Life Files Amendment for Reed's, Inc.

TL;DR

D&D Source of Life updated its Reed's, Inc. filing - ownership change incoming.

AI Summary

On December 6, 2024, D&D Source of Life Holding Ltd. filed an amendment (No. 3) to its Schedule 13D regarding Reed's, Inc. The filing indicates a change in beneficial ownership of Reed's, Inc. common stock. The specific details of the change in ownership percentage or number of shares are not provided in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant stakeholding in Reed's, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• D&D Source of Life Holding Ltd. (company) — Filer of the Schedule 13D/A
• Reed's, Inc. (company) — Subject company of the filing
• Ruba Qashu (person) — Mentioned in the filing, likely related to the filer or subject company

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $23,361,710 — of Common Stock acquired by D&D will be $23,361,710 (assuming exercise of warrants for an a
• $580,270 — xercise of warrants for an aggregate of $580,270). D&D purchased 1,160,542 shares of C
• $3 million — Common Stock in a PIPE transaction for $3 million on May 25, 2023. The warrants are exerc
• $2.50 — years at a per share exercise price of $2.50. During the first quarter of 2024, D&
• $3,000,000 — the first quarter of 2024, D&D invested $3,000,000 in the Issuer’s SAFE vehicles, wh
• $1,903,192 — 5 additional shares of Common Stock for $1,903,192 in the financing on September 10, 2024.
• $1.50 — f Common Stock. The per share price was $1.50. On October 22, 2024, D&D purchased e
• $17,878,248 — m Whitebox at a total purchase price of $17,878,248. D&D exchanged these notes for 22,478,0

Filing Documents

• formsc13da.htm (SC 13D/A) — 79KB
• 0001493152-24-049088.txt ( ) — 81KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the shares of Common Stock acquired by D&D will be $23,361,710 (assuming exercise of warrants for an aggregate of $580,270). D&D purchased 1,160,542 shares of Common Stock and warrants to purchase up to 232,108 shares of Common Stock in a PIPE transaction for $3 million on May 25, 2023. The warrants are exercisable for a term of three years at a per share exercise price of $2.50. During the first quarter of 2024, D&D invested $3,000,000 in the Issuer’s SAFE vehicles, which SAFE vehicles were slated to convert into shares of Common Stock in the Issuer’s subsequent. D&D also purchased 1,268,795 additional shares of Common Stock for $1,903,192 in the financing on September 10, 2024. D&D’a SAFE automatically converted into 2,000,000 shares of Common Stock. The per share price was $1.50. On October 22, 2024, D&D purchased eight secured promissory notes of the Issuer (the “Notes”) from Whitebox at a total purchase price of $17,878,248. D&D exchanged these notes for 22,478,074 shares of Common Stock of the Issuer pursuant to an Exchange Agreement dated November 18, 2024. Item 4. Purpose of Transaction. D&D acquired the issued shares, and may acquire the shares issuable upon exercise of the warrants for investment purposes, and such purchases have been, and will be, made in D&D’s ordinary course of business as an investment and for expansion of business. For its role as lead investor in the March 2023 PIPE transaction, D&D and the Issuer entered into a shareholders agreement with the Issuer dated May 25, 2023 pursuant to which the Issuer agreed to support D&D’s nomination of up to two board designees, one of which was required to be an independent director. Further, D&D was granted customary preemptive rights to purchase its pro rata portion of the equity securities offered by the Issuer from time to time. The Issuer further agree

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit Description of Exhibit A. Joint Filing Agreement between D&D and Shufen Deng dated June 2, 2023 (incorporated herein by reference to Exhibit A of the Reporting Persons’ Schedule 13D, as filed June 5, 2023). B. Form of Warrant issued to D&D on May 25, 2023 (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K as filed May 31, 2023) C. Purchase and Sale Agreement by and among Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP and Whitebox GT Fund, LP and D&D dated September 6, 2024 (incorporated by reference to Exhibit B to Reporting Persons’ Schedule 13D/A as filed October 23, 2024) D. Simple Agreement for Future Equity by and between the Issuer and D&D dated February 8, 2024 (incorporated herein by reference to Exhibit 4.7 of Issuer’s Form 10-K as filed April 1, 2024) E. Shareholder’s Agreement between the Issuer and D&D (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K as filed May 31, 2023) F. Seventh Amendment to the 10% Secured Convertible Notes and 10% Secured Promissory Notes between the Issuer, D&D and Wilmington Savings Fund Society, FSB, as holder representative and collateral agent (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, as filed November 19, 2024 G Exchange Agreement by and between Reed’s, Inc. and D&D Source of Life Holding Ltd. dated November 18, 2024 (incorporated by reference to Exhibit 10.8 to the Issuer’s Current Report on Form 8-K, as filed November 19, 2024)

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 5, 2024 D&D Source of Life Holding Ltd. By: /s/ Shufen Deng Name: Shufen Deng Title: Director Shufen Deng By: /s/ Shufen Deng

View Full Filing

View this SC 13D/A filing on SEC EDGAR