Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
REED'S, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • REED'S INC
  • REEDS INC
  • ORIGINAL BEVERAGE CORP /
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

13000 SOUTH SPRING STREET
LOS ANGELES, CA 90061
Phone Number: subscription required

Item 3. Related Persons

Name
CHRISTOPHER J. REED
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JOHN BELLO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DANIEL V. MILES
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
STEFAN FREEMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
NEAL COHANE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
CHARLES CARGILE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
LEWIS JAFFE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STALOWIR VAL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

MANUFACTURING

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
07/13/2017

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security
  • Other: ADDITIONAL WARRANTS TO PURCHASE 600,306 SHARES OF COMMON STOCK OFFERED AS INDUCEMENT FOR CURRENT INVESTORS TO EXERCISE EXISTING WARRANTS

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
112500

Item 13. Offering and Sales Amounts

Total Offering Amount
1640625
Total Amount Sold
1640625
Total Remaining to be Sold
0
Clarification of Response
OFFERING AMOUNT REPRESENTS AGGREGATE EXERCISE PRICE PAID TO EXERCISE 1,093,750 OUTSTANDING WARRANTS.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
4

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0 Is an estimate
Clarification of Response

Signature and Submission

Issuer Name
REED'S, INC.
Issuer Signature
/S/ DANIEL MILES
Signer Name
DANIEL MILES
Signer Title
CHIEF FINANCIAL OFFICER
Signature Date
07/20/2017
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