Current Report Filing (8-k)
17 March 2020 - 8:18AM
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): March 16, 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
2.02 Results of Operations and Financial Condition
On
March 12, 2020, Reed’s Inc., a Delaware corporation (the “Company”) issued a press release announcing financial
results for the fiscal fourth quarter and full year ended December 31, 2019. The full text of the press release issued in connection
with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Company conducted a conference
call at 4:30 pm Eastern Time on March 12, 2020 to discuss its fourth quarter and full year ended December 31, 2019 results.
A
replay of the webcast will be archived on the Company’s website at http://investor.reedsinc.com/ under the “Events
& Presentations” section for approximately 90 days. A transcript of the conference call is furnished as Exhibit 99.2
to this Current Report on Form 8-K.
The
information in this Form 8-K (including Exhibits 99.1and 99.2) shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item
7.01 Regulation FD Disclosure
During
the conference call that took place at 4:30 pm Eastern Time on March 12, 2020, the Company’s management discussed the Company’s
financial results for the fiscal fourth quarter and full year ended December 31, 2019.
Forward
Looking Statements
Some
portions of the press release, particularly those describing the Company’s goals and strategies, contain “forward-looking
statements.” These forward-looking statements can generally be identified as such because the context of the statement will
include words, such as “expects,” “should,” “believes,” “anticipates” or words
of similar import. Similarly, statements that describe future plans, objectives or goals are also forward-looking statements.
While the Company is working to achieve those goals and strategies, actual results could differ materially from those projected
in the forward-looking statements as a result of a number of risks and uncertainties. These risks and uncertainties include difficulty
in marketing its products and services, maintaining and protecting brand recognition, the need for significant capital, dependence
on third party distributors, dependence on third party brewers, increasing costs of fuel and freight, protection of intellectual
property, competition and other factors, any of which could have an adverse effect on the Company’s business plans, its
reputation in the industry or its expected financial return from operations and results of operations. In light of significant
risks and uncertainties inherent in forward-looking statements included herein, the inclusion of such statements should not be
regarded as a representation by the Company that they will achieve such forward-looking statements. For further details and a
discussion of these and other risks and uncertainties, please see our most recent reports on Form 10-K and Form 10-Q, as filed
with the Securities and Exchange Commission, as they may be amended from time to time. The Company undertakes no obligation to
publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise
Use
of Non-GAAP Measures
In
addition to our GAAP results, we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA
is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations
or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities
as a measure of liquidity. We define Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization,
stock-based compensation, changes in fair value of warrant expense, and one-time restructuring-related costs including employee
severance and asset impairment.
Management
considers our core operating performance to be that which our managers can affect in any particular period through their management
of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our
results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons
we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future
we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified
EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
(d)
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:
March 16, 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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