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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/06/22 Reed’s, Inc. 8-K:5,7 10/05/22 10:226K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 65K 5: R1 Cover HTML 45K 8: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- form8-k_htm XML 14K 7: EXCEL IDEA Workbook of Financial Reports XLSX 8K 3: EX-101.LAB XBRL Labels -- reed-20221005_lab XML 96K 4: EX-101.PRE XBRL Presentations -- reed-20221005_pre XML 63K 2: EX-101.SCH XBRL Schema -- reed-20221005 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 10: ZIP XBRL Zipped Folder -- 0001493152-22-027777-xbrl Zip 17K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i October 5, 2022
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-32501 | i 35-2177773 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 201 Merritt 7, i Norwalk, i CT i 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: i (203) i 890-0557
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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchanged on Which Registered | ||
| i Common Stock, $.0001 par value per share | i REED | i The NASDAQ Stock Market LLC |
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).
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. ☐
C:
Item 5.07 Submission of Matters to a Vote of Security Holders
Final Voting Results
At the Reed’s, Inc. 2022 Annual Meeting of Stockholders on October 5, 2022 (“2022 Annual Meeting”), the stockholders of Reed’s, Inc., a Delaware corporation (“Reed’s”) elected all of the nominees to the board of directors.
In addition, the stockholders:
| ● | approved, for purposes of the rules of The Nasdaq Stock Market LLC, the potential issuance of more than 19.9% of our outstanding common stock upon conversion of our 10% Secured Convertible Notes (the “Convertible Note Share Issuance Proposal”); | |
| ● | ratified the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”); | |
| ● | approved an amendment to the company’s certificate of incorporation to effect a reverse stock split of the outstanding shares of the company’s common stock, par value $0.0001 per share, by a ratio of not less than one-for-six and not more than one-for-twenty-five at any time on or prior to December 31, 2022, with the exact ratio to be set at a whole number within this range by the board of the company in its sole discretion (the “Reverse Split Proposal”); | |
| ● | approved, on an advisory basis, the compensation of Named Executive Officers (the “Say-On-Pay Proposal”); and | |
| ● | approved an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 2 and/ or 4 (the “Adjournment Proposal”). |
Of the 112,948,266 shares of common stock outstanding on the record date of August 26, 2022, a total of 80,833,089 shares were voted in person or by proxy, representing 71.57% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of the outstanding shares entitled to vote. Votes were cast as follows:
1. To elect John J. Bello, Norman E. Snyder, Jr., Lewis Jaffe, James C. Bass, Louis Imbrogno Jr., Leon M. Zaltzman and Thomas W. Kosler and to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification:
| Vote | Broker | |||||||||||||||
| Vote For | Against | Abstentions | Non-Vote | |||||||||||||
| John J. Bello | 51,921,201 | 4,193,359 | 167,782 | 24,550,747 | ||||||||||||
| Norman E. Snyder, Jr. | 53,208,195 | 2,662,644 | 411,503 | 24,550,747 | ||||||||||||
| Lewis Jaffe | 47,937,729 | 6,785,033 | 1,559,580 | 24,550,747 | ||||||||||||
| James C. Bass | 52,058,176 | 2,664,406 | 1,559,760 | 24,550,747 | ||||||||||||
| Louis Imbrogno Jr. | 52,049,840 | 2,674,109 | 1,558,393 | 24,550,747 | ||||||||||||
| Leon M. Zaltzman | 53,104,030 | 2,734,219 | 444,093 | 24,550,747 | ||||||||||||
| Thomas W. Kosler | 52,130,657 | 2,634,451 | 1,517,234 | 24,550,747 | ||||||||||||
2. To approve the Convertible Note Share Issuance Proposal:
| Vote | Broker | |||||||||||||
| Vote For | Against | Abstentions | Non-Vote | |||||||||||
| 51,634,475 | 4,323,707 | 324,160 | 24,550,747 | |||||||||||
C:
3. To ratify the Auditor Ratification Proposal:
| Vote | ||||||||||
| Vote For | Against | Abstentions | ||||||||
| 79,153,733 | 1,258,718 | 420,638 | ||||||||
4. To approve the Reverse Split Proposal:
| Vote | ||||||||||
| Vote For | Against | Abstentions | ||||||||
| 75,047,743 | 5,359,899 | 425,446 | ||||||||
5. To approve, on an advisory basis, the Say-On-Pay Proposal:
| Vote For | Vote Against | Abstentions | Broker Non-Vote | |||||||||||
| 50,806,635 | 4,895,960 | 579,746 | 24,550,747 | |||||||||||
6. To approve the Adjournment Proposal:
| Vote | ||||||||||
| Vote For | Against | Abstentions | ||||||||
| 76,587,855 | 4,028,315 | 216,917 | ||||||||
C:
Item 7.01 Regulation FD Disclosure.
After adjourning the annual meeting, Reed’s management disclosed the following in response to stockholder questions:
Two interim deadlines were set by the Nasdaq Hearings Panel on September 22, 2022, as follows:
The first, which has been satisfied at the 2022 Annual Meeting, was receipt of stockholder approval on or before October 5, 2022 for the Convertible Share Issuance Proposal and the Reverse Split Proposal the reverse split and debt to equity conversion.
On or before November 1, 2022, the Company must file a Form S-1 registration statement with the SEC.
C:
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.
| REEDS, INC., | ||
| a Delaware corporation | ||
| Dated: October 6, 2022 | By: | /s/ Thomas J. Spisak |
| Thomas J. Spisak, | ||
| Chief Financial Officer | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/23 | None on these Dates | |||
| 12/31/22 | ||||
| 11/1/22 | ||||
| Filed on: | 10/6/22 | |||
| For Period end: | 10/5/22 | |||
| 9/22/22 | ||||
| 8/26/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/31/22 Reed’s, Inc. S-1 3:472K M2 Compliance LLC/FA |