8-K
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
May
25, 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
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):
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 2, 2007, Reed’s, Inc. closed, on a private placement to
accredited investors only, on subscriptions for the sale of approximately
778,500 shares of common stock and warrants to purchase up to approximately
389,250 shares of common stock. The Company sold the shares at a purchase price
of $6.00 per share, resulting in aggregate gross proceeds of approximately
$4,671,000. 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 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
2, 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 2, 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 4, 2007 |
By: |
/s/ Christopher
J. Reed |
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Christopher
J. Reed
Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Press
release dated June 2, 2007, issued by Reed’s, Inc. regarding private
placement.
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