Current Report Filing (8-k)
01 Maio 2020 - 5:52PM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported): April 29, 2020
REED’S,
INC.
(Exact
name of registrant as specified in its charter)
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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(IRS
Employer
Identification
No.)
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201
Merritt 7 Corporate Park, Norwalk, CT 06851
(Address
of principal executive offices and zip code)
Not
applicable
(Former
name or former address if changed since last report)
Registrant’s
telephone number, including area code: (310) 217-9400
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchanged on Which Registered
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Common
Stock, $.0001 par value per share
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REED
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry Into a Material Definitive Agreement.
On
April 29, 2020 (“Disbursement Date”), Reed’s, Inc., a Delaware corporation (the “Company” or “Reed’s”)
received loan proceeds in the amount of $769,816 from City National Bank (the “Loan”) pursuant to the Paycheck
Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the “Cares Act”), which was enacted
on March 27, 2020.
The
Loan, which was in the form of a Note (the “Note”) dated April 20, 2020, matures two years from the Disbursement Date,
and unless earlier forgiven, is payable monthly beginning seven months from the month of the Disbursement Date. The
Loan bears interest at a fixed rate of 1.0% per annum, with the first six months of interest deferred from the Disbursement Date
and is unsecured and guaranteed by the Small Business Administration. Up to 20% of the Loan amount may be prepaid by the Company
at any time prior to maturity with no prepayment penalties. The Company must pay all accrued interest if it prepays greater than
20% of the Loan amount if the Loan has been sold on the secondary market. The Note provides for customary events of default. The
Loan may be accelerated upon the occurrence of an event of default. The Loan (or a portion thereof) may be forgiven in accordance
with the terms of the CARES Act.
Funds
from the Loan may only be used for certain permitted purposes. The Company intends to use the entire Loan amount for permitted
purposes, specifically payment of payroll costs and rent.
The
foregoing summary of the terms of the Loan does not purport to be complete and is qualified in its entirety by reference to the
Note which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report
to the extent required.
Forward
Looking Statements
This
Current Report on Form 8-K contains forward-looking statements, which include all statements that do not relate solely to historical
or current facts, such as statements concerning the Company’s expectations, anticipations, intentions, or beliefs regarding
the Loan. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information
currently available to, management. Because such statements are based on expectations and are not statements of fact, actual results
may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including
financial market conditions; actions by the Loan parties; changes by the Small Business Administration or other governmental authorities
regarding the CARES Act, the Payroll Protection Program or related administrative matters; the Company’s ability to comply
with the terms of the Loan and the CARES Act, including to use the proceeds of the Loan as described herein; and other risks and
uncertainties described under the headings “Cautionary Statement Regarding Forward-Looking Statements and Information,”
“Risk Factors” and other sections of the Company’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 18, 2020 and amended on April 8, 2020, and subsequent filings. The Company undertakes no obligation
to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Item
9.01 Financial Statements and Exhibits
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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REEDS,
INC.,
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a
Delaware corporation
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Dated:
May 1, 2020
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By:
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/s/
Thomas J. Spisak
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Thomas
J. Spisak
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Chief
Financial Officer
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