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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/08/20 Reed’s, Inc. S-8 1/08/20 4:231K M2 Compliance/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to HTML 37K
Employees Pursuant to an Employee Benefit Plan
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 63K
3: EX-5.1 Opinion of Counsel re: Legality HTML 8K
4: EX-23.1 Consent of Experts or Counsel HTML 8K
As filed with the Securities Exchange Commission on January 8, 2020
Registration No. 333-_________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REED’S, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 35-2177773 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 201 Merritt 7 Corporate Park, Norwalk, CT | 06851 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Reeds, Inc. Amended and Restated 2017 Incentive Compensation Plan
(Full title of the plan)
Thomas J. Spisak
Chief Financial Officer
201
Merritt 7 Corporate Park
Norwalk, CT 06851
(Name and address of agent for service)
(203) 890-0557
(Telephone number, including area code, of agent for service)
with copies to:
Ruba Qashu
Libertas Law Group, Inc.
225 Santa Monica Blvd., 5th Floor
(949) 355-5405
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
| Large accelerated filer | [ ] | Accelerated filer [ ] |
| 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 7(a)(2)(B) of the Securities Act. [ ]
Calculation of Registration Fee
| Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||||||
| Common Stock, $0.0001 par value | 1,000,000 | $ | 0.8768 | $ | 876,800 | $ | 113.81 | |||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the “Securities Act”) this registration statement shall also cover such indeterminate number of additional shares of the Registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the Registrant’s outstanding shares to be offered pursuant to the applicable plan described herein. | |
| (2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h)(1) of the Securities Act based on the average of the high and low prices of the Registrant’s common stock on the Nasdaq Capital Market on January 6, 2020. |
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EXPLANATORY NOTE
The Registrant previously filed a registration statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) (File No. 333-222741) (the “Original Registration Statement”), whereby the Registrant registered 3,000,000 shares of common stock, $0.0001 par value per share, which were reserved for issuance in respect of awards to be granted under the Reeds, Inc. 2017 Incentive Compensation Plan (the “Plan”).
On October 19, 2018, the Registrant’s board of directors adopted the Reeds, Inc. Amended and Restated 2017 Incentive Compensation Plan (the “Amended and Restated Plan”), effective upon stockholder approval, which was received on December 13, 2018, in order to, among other things, increase the number of shares of common stock reserved for issuance in respect of awards to be granted under the Plan from 3,000,000 shares of common stock to an aggregate of 7,500,000 shares of common stock. The Registrant subsequently filed a registration statement on Form S-8 (File No. 333-231237) (the “Second Registration Statement”) for the purpose of registering the additional 3,500,000 shares of common stock that were issuable under the Amended and Restated Plan.
On October 30, 2019, the Registrant’s board of directors adopted the Reeds, Inc. Second Amended and Restated 2017 Incentive Compensation Plan (the “Second Amended and Restated Plan”), effective upon stockholder approval, which was received on December 16, 2019, in order to increase the number of shares of common stock reserved for issuance in respect of awards to be granted under the Plan from 6,500,000 shares of common stock to an aggregate of 7,500,000 shares of common stock. The Registrant is filing this registration statement on Form S-8 (the “Third Registration Statement”) for the purpose of registering the additional 1,000,000 shares of common stock that are issuable under the Second Amended and Restated Plan. These 1,000,000 shares of common stock are additional securities of the same class as other securities for which the Original Registration Statement and Second Registration Statements were filed with the SEC. Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement and Second Registration Statement are incorporated by reference into this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the SEC by Reed’s, Inc., a Delaware corporation (the “Registrant”), are incorporated herein by reference as of their respective dates:
| (a) | the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on April 1, 2019; | |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 as filed with the SEC on May 14, 2019, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 as filed with the SEC on August 13, 2019, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 as filed with the SEC on November 13, 2019; | |
| (c) | The Registrant’s Current Reports on Form 8-K as filed with the SEC on April 30, 2019, May 14, 2019, August 12, 2019, August 13, 2019, October 1, 2019, October 15, 2019, October 22, 2019, October 23, 2019, November 4, 2019, November 13, 2019, November 29, 2019, December 2, 2019, and December 20, 2019 ; and | |
| (d) | the description of the Registrant’s common stock set forth under the heading “Description of Securities” in the prospectus forming part of its registration statement on Form S-1 (File No. 333-221059), originally filed with the SEC on October 23, 2017, as amended on November 21, 2017, December 1, 2017 and December 4, 2017, and as may be further amended, including any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the respective filing dates of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
See Exhibit Index immediately following the signature page.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing this Registration Statement on Form S-8 and authorized this Registration Statement to be signed on its behalf by the undersigned, in Norwalk, Connecticut on January 8, 2020.
| REED’S, INC. | |
| /s/ Thomas J. Spisak | |
| Thomas J. Spisak | |
| Chief Financial Officer |
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Reed’s, Inc. hereby constitutes and appoints Thomas J. Spisak, his attorney-in-fact and agent, with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith or in connection with the registration of the shares of common stock under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or her substitute may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ John Bello | Interim Chief Executive Officer | January 8, 2020 | ||
| John Bello | (Principal Executive Officer), Chairman |
|||
| /s/ Thomas J. Spisak | Chief Financial Officer | January 8, 2020 | ||
| Thomas J. Spisak | (Principal Financial Officer)) | |||
| /s/ Daniel J. Doherty III | Director | January 8, 2020 | ||
| Daniel J. Doherty III | ||||
| /s/ Christopher J. Reed | Chief Innovation Officer & Director | January 8, 2020 | ||
| Christopher J. Reed | ||||
| /s/ James C. Bass | Director | January 8, 2020 | ||
| James C. Bass | ||||
/s/ Scott R. Grossman |
Director |
January 8, 2020 | ||
Scott R. Grossman |
||||
| /s/ Louis Imbrogno, Jr. | Director | January 8, 2020 | ||
Louis Imbrogno, Jr. |
||||
| /s/ Lewis Jaffe | Director | January 8, 2020 | ||
| Lewis Jaffe |
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EXHIBIT INDEX
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| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 1/8/20 | |||
| 1/6/20 | ||||
| 12/20/19 | 8-K | |||
| 12/16/19 | 8-K | |||
| 12/2/19 | 3, 8-K | |||
| 11/29/19 | 8-K | |||
| 11/13/19 | 10-Q, 8-K | |||
| 11/4/19 | 8-K | |||
| 10/30/19 | 3, 4, 8-K, SC 13G | |||
| 10/23/19 | 424B5, 8-K | |||
| 10/22/19 | 424B5, 8-K | |||
| 10/15/19 | 8-K | |||
| 10/1/19 | 8-K | |||
| 9/30/19 | 10-Q, 3 | |||
| 8/13/19 | 10-Q, 8-K | |||
| 8/12/19 | 8-K | |||
| 6/30/19 | 10-Q | |||
| 5/14/19 | 10-Q, 8-K | |||
| 4/30/19 | 8-K | |||
| 4/1/19 | 10-K | |||
| 3/31/19 | 10-Q | |||
| 12/31/18 | 10-K, 4, 8-K, 8-K/A, S-3 | |||
| 12/13/18 | 4, 8-K | |||
| 10/19/18 | ||||
| 12/4/17 | CORRESP, EFFECT, S-1/A | |||
| 12/1/17 | CORRESP, S-1/A | |||
| 11/21/17 | S-1/A | |||
| 10/23/17 | S-1 | |||
| List all Filings | ||||