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
December
12, 2006
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):
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o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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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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Item
8.01. Other
Event.
On
December 12, 2006, Reed’s, Inc., a Delaware corporation (the “Company”)
completed the sale of 2,000,000 shares of the Company’s common stock at an
offering price of $4.00 per share in the Company’s initial public offering
pursuant to a Registration Statement on Form SB-2 (File No. 333-120451,
or the “Registration Statement”). The public offering resulted in gross proceeds
of $8,000,000 to the Company. In connection with the public offering, the
Company paid aggregate commissions, concessions and non-accountable expenses
to
the underwriters of $800,000, resulting in net proceeds of $7,200,000, excluding
other expenses of the public offering. In addition, the Company has agreed
to
issue, to the underwriters, warrants to purchase up to approximately an
additional 200,000 shares of common stock at an exercise price of $6.60 per
share (165% of the public offering price per share), at a purchase price of
$0.001 per warrant. The underwriters’ warrants are exercisable for a period of
five years commencing on the final closing date of the public
offering.
From
August 3, 2005 through April 7, 2006, the Company had issued 333,156 shares
of
its common stock in connection with the public offering pursuant to the
Registration Statement. The Company sold the balance of the 2,000,000 shares
in
connection with the public offering (1,666,844 shares) following the
effectiveness, on October 11, 2006, of a post-effective amendment to the
Registration Statement.
As
of
December 12, 2006, the Company had 7,143,185 shares of common stock issued
and
outstanding, after giving effect to the issuance of the shares at the closing
of
the public offering.
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: December
15,
2006 |
By: |
/s/
Christopher J.
Reed |
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Christopher J. Reed |
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Chief
Executive Officer
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