reeds_8k-102209.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
October 23,
2009
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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35-2177773
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer 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):
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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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Reed’s,
Inc.
Item
1.01 Entry into Material Definitive Agreement
On
October 19, 2009, Reed’s Inc. (“Reed’s”) executed an Asset Purchase Agreement
(“Agreement”) with Sonoma Cider Mill, Inc., a California corporation (“Sonoma”),
to acquire certain assets of the Sonoma Sparkler brand. Since June 1,
2009, based on a non-binding letter of intent, the Company has been packing and
selling the six Sonoma Sparkler brand products in anticipation of completion of
this acquisition. The assets purchased in this
transaction include the intellectual property knows as the Sonoma
Sparkler label and formulas for all six flavors currently on the
market, customer lists and vendor contact information, assignable
licenses and permits and existing inventory.
There is
no material relationship, other than in respect of this transaction, between
Sonoma and Reed’s or any of its affiliates, or any director or officer of
Reed’s, or any associate of any such director or officer.
The
aggregate purchase price under the Agreement is $252,000. Initial payments of
$54,000 have been completed and the balance of $198,000 is payable in
installments of $9,000 over 22 remaining months, continuing on the first of
every month with the next payment due on November 1, 2009. In the event Reed’s
fails to make any installment payment when due, Sonoma shall provide Reed’s with
written notice of default, and if Reed’s does not perform within thirty (30)
days after such default notice, Sonoma shall have the right to immediately
accelerate the unpaid balance due under this Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
disclosures in response to Item 1.01 of this Current Report on Form 8K are
incorporated herein by this reference.
SIGNATURE
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:
October 23, 2009
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By:
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/s/ Christopher
J. Reed
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Christopher
J. Reed
President
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