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
June
15, 2007
Date
of
Report (Date of earliest event reported)
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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95-4348325
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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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))
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
From
May
25, 2007 through June 15, 2007, Reed’s, Inc. completed a private placement to
accredited investors only, on subscriptions for the sale of 1,500,000 shares
of
common stock and warrants to purchase up to 745,995 shares of common stock,
resulting in an aggregate of $9,000,000 of gross proceeds to the Company. The
Company sold the shares at a purchase price of $6.00 per share. As reported
in a
Current Report on Form 8-K filed on June 4, 2007 by the Company relating to
the
private placement, the Company received aggregate gross proceeds of
approximately $4,671,000 between May 25, 2007 and June 1, 2007. In addition,
the
Company received aggregate gross proceeds of approximately $4,329,000 on June
15, 2007 in connection with the private placement. The warrants issued in the
private placement have a five-year term and an exercise price of $7.50 per
share. The Company has agreed to file a registration statement to cover the
shares issued in the private placement and issuable upon exercise of the
warrants.
The
Company has agreed to pay cash commissions to the placement agent for the
private placement in amount equal to 10% of the gross proceeds of the private
placement and to issue warrants to the placement agent to purchase a number
of
shares equal to 10% of the shares sold in the private placement, excluding
shares issuable upon exercise of any the warrants issued in the private
placement. The Company also agreed to issue additional warrants to purchase
up
to 15,000 shares of common stock to the placement agent as part of an investment
banking fee.
The
Company believes the securities were issued in reliance from exemptions from
registration pursuant to Section 4(2) or Regulation D under the Securities
Act.
On
June
19, 2007, Reed’s, Inc. issued a press release regarding the sale of securities
in the private placement. A copy of the press release is attached as Exhibit
99.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
99 Press
release dated June 19, 2007, issued by Reed’s, Inc. regarding private
placement.
SIGNATURES
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:
June 19, 2007 |
By: |
/s/ Christopher
J. Reed |
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Christopher
J. Reed |
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Chief
Executive Officer |
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99
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Press
release dated June 19, 2007, issued by Reed’s, Inc. regarding private
placement.
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