UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number: 001-32501
REED’S, INC.
(Exact name of registrant as specified in its charter)
Delaware | 35-2177773 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
201 Merritt 7, Norwalk, CT | 06851 | |
(Address of principal executive offices) | (Zip Code) |
(800) 997-3337
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock | REED | The NASDAQ Stock Market LLC |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [X] | |
Non-accelerated filer [ ] | Smaller reporting company [X] | |
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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates (excluding voting shares held by officers and directors) as of June 28, 2019 was $80,097,411.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were a total of 47,595,206 shares of Common Stock outstanding as of March 2, 2020.
EXPLANATORY NOTE
Reed’s, Inc. (the “Company” or “Reed’s”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) pursuant to General Instruction G(3) to Form 10-K, which amends and supplements our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2020 (the “Form 10-K”). This Form 10-K/A corrects errors in Part III, Item 12 and updates the information contained in Part IV, Item 15 to file exhibits 4.15 and 10.39 to this Form 10-K/A and to re-file required updated certifications under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Form 10-K/A, the Company is not including the individual certification pursuant to Section 302 regarding financial statements, regarding disclosure control procedures, or regarding internal controls over financial reporting. Additionally, because no financial statements are contained within this Form 10-K/A, the Company is not required to file the certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except for the amendments described above, this Form 10-K/A does not modify or update the disclosures in, or exhibits to, the Form 10-K.
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PART III
Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
The following table sets forth certain information regarding our shares of common stock beneficially owned as of March 18, 2020 for (i) each Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group and (iii) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock. A person is considered to beneficially own any shares (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of March 18, 2020. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of March 18, 2020 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Except as otherwise indicated below, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them. Unless otherwise indicated, the principal address of each listed executive officer and director is 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.
Named Beneficial Owner Directors and Named Executive Officers | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned (1) | ||||||
John J. Bello (2) | 6,288,201 | 13.2 | % | |||||
Daniel J. Doherty III (3) | 7,899,314 | 14.9 | % | |||||
Christopher J. Reed (4) | 1,515,990 | 3.2 | % | |||||
Neal Cohane (5) | 323,308 | * | ||||||
Norman E. Snyder, Jr. | 400,000 | * | ||||||
Lewis Jaffe (6) | 197,091 | * | ||||||
James C. Bass (7) | 151,292 | * | ||||||
Scott R. Grossman (8) | 123,119 | * | ||||||
Louis Imbrogno (9) | 39,067 | * | ||||||
Thomas J. Spisak | - | * | ||||||
Daniel V. Miles | - | * | ||||||
Iris Snyder | 41,666 | * | ||||||
Valentin Stalowir (10) | 907,603 | 1.9 | % | |||||
Stefan Freeman | 15,725 | * | ||||||
Directors and Named Executive Officers as a group (14 persons) | 17,902,376 | 33.5 | % | |||||
5% or greater stockholders | ||||||||
Raptor/ Harbor Reed SPV LLC (11) | 7,879,314 | 14.9 | % | |||||
Handelsbanken Asset Management | 3,375,000 | 7.1 | % | |||||
Union Square Park Partners | 3,024,284 | 6.4 | % |
* Less than 1%
(1) Based on 47,545,207 shares outstanding as of December 31, 2019.
(2) Includes 183,201 shares issuable upon exercise of currently-exercisable options and warrants within 60 days. Includes 2,949,786 shares held directly by the Bello Family Limited Partnership and 2,413,877 shares held by the John and Nancy Bello Revocable Trust. John Bello is the trustee of both of these entities and exercises voting and dispositive control over these shares.
(3) Mr. Doherty has joint voting and dispositive control of the equity securities held by Raptor/ Harbor Reed SPV, LLC with other of its principals. Includes 3,143,333 shares of common stock issuable upon exercise of currently-exercisable warrants held by Raptor/ Harbor Reed SPV, LLC. Includes 2,266,667 shares of common stock issuable upon conversion by Raptor/ Harbor Reed SPV, LLC of the Convertible Non-Redeemable Secured Promissory Note in the original principal amount of $3,400,000.
(4) Christopher J. Reed, director and Chief Innovation Officer, and Judy Holloway Reed, are husband and wife and share beneficial ownership of these shares. Mr. Reed is a Named Executive Officer. Ms. Reed is not a Named Executive Officer. Includes 40,000 shares issuable upon exercise of currently-exercisable options.
(5) Includes 122,031 shares issuable upon exercise of currently-exercisable options.
(6) Includes 30,000 shares issuable upon exercise of currently-exercisable options.
(7) Includes 30,000 shares issuable upon exercise of currently-exercisable options.
(8) Includes 30,000 shares issuable upon exercise of currently-exercisable options.
(9) Includes 9,900 shares issuable upon exercise of currently-exercisable options.
(10) Includes 461,554 shares issuable upon exercise of currently-exercisable options.
(11) Principal address is 280 Congress Street, 12th Floor Boston, Massachusetts 02210. Includes 3,143,333 shares of common stock issuable upon exercise of currently-exercisable warrants. Also includes 2,266,667 shares of common stock issuable upon conversion of the Convertible Non-Redeemable Secured Promissory Note in the original principal amount of $3,400,000.
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EXHIBIT INDEX
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** | Previously submitted with Form 10-K. |
* | Indicates a management contract or compensatory plan or arrangement. |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Reed’s, Inc. | ||
By: | /s/ Thomas J. Spisak | |
Thomas J. Spisak | ||
Chief Financial Officer |
Date: April 8, 2020
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