Other Information
−Removed: Company has not yet satisfied conditions required for issuance of the amended and restated Notes and equitization of certain
−Removed: interest and fees owing on the Notes.
−Removed: The conversion rate under the amended and restated Notes is to be based on the pricing and
−Removed: size of the Company’s proposed equity financing of a minimum of $3 million (which will include conversion of approximately
−Removed: $4.1 million of previously funded SAFE investments into equity of the Company).
−Removed: Delays related to the Company’s evaluation of
−Removed: long term financing options have delayed the proposed financing.
−Removed: On May 17, 2024, Reed’s entered into a Limited Waiver,
−Removed: Deferral, and Amendment and Restatement Agreement (the “Waiver and Amendment”) with each holder.
−Removed: The holders agreed to
−Removed: temporarily waive certain specified events of default and the payment of Excess ABL Fees through June 10, 2024.
−Removed: Further, the holders
−Removed: agreed to waive the payment of monthly amortization payments through June 30, 2024.
−Removed: Amortization payments are
−Removed: scheduled to resume on July 1, 2024.
−Removed: The Company further remitted $40 representing all interest (including default interest) to the
−Removed: holders and reimbursed the holders for certain fees and expenses.
−Removed: See Exhibit Index on page.
+Added: the fiscal quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Act) informed us of
+Added: the adoption or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”
+Added: as those terms are defined in Item 408 of Regulation S-K.
+Added: May 10 2024, the Company entered into a new lease with Merritt 7 Ventures LLC, for its corporate headquarters.
+Added: The lease has an
+Added: 11 year term and is expected to commence in December 2024.
+Added: Aggregate monthly base rent for the first year of the lease shall be
+Added: Base rent shall increase incrementally on an annual basis by approximately 3.6%.
+Added: Customary tax and electricity rent assessments
+Added: in addition to base rent are payable.
+Added: In year one, the aggregate of these charges is $7,409 per month.
+Added: Total payments over the life of the lease are expected to be $2,129.
+Added: Exhibit Index on page.
following is a list of the exhibits filed as part of this Form 10-Q.
3 unchanged sentences
which is incorporated herein by reference to exhibit 3(iv) to Form 10-K filed with SEC on May 15, 2023.
−Removed: and Restated Bylaws of Reed’s, Inc.
−Removed: which is incorporated by reference to Exhibit 3.8 to Form 10-K/A filed with the SEC on
−Removed: April 8, 2020.
−Removed: Simple Agreement for Future Equity by and between Reed’s, Inc.
−Removed: and D&D Source of Life Holding Ltd.
−Removed: dated February 8, 2024 which is incorporated by reference to Exhibit 4.7 to Form 10-K as filed with the SEC on April 1, 2024.
−Removed: Simple Agreement for Future Equity by and between Reed’s, Inc.
−Removed: Bello dated March 7, 2024 which is incorporated by reference to Exhibit 4.8 to Form 10-K as filed with the SEC on April 1, 2024.
−Removed: Simple Agreement for Future Equity by and between Reed’s, Inc.
−Removed: and Union Square Park Partners LP dated February 8, 2024 which is incorporated by reference to Exhibit 4.9 to Form 10-K as filed with the SEC on April 1, 2024.
−Removed: Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s, Inc.
−Removed: and each holder and Wilmington Savings
−Removed: Fund Society, FSB, holder representative and collateral agent dated February 12, 2024 which is incorporated by reference to Exhibit
−Removed: 10.3 to Form 8-K as filed with the SEC February 13, 2024.
+Added: Amended and Restated Bylaws of Reed’s, Inc.
+Added: which is incorporated by reference to Exhibit 3.8 to Form 10-K/A filed with the SEC on April 8, 2020.
+Added: Form of Option Note in favor of Wilmington Savings Fund Society, FSB dated August 1, 2024.
+Added: Option Exercise and Sixth Amendment to the 10% Secured Convertible Notes by and between Reed’s, Inc.
+Added: and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated August 1, 2024.
+Added: Lease by and between Merritt 7 Venture LLC and Reed’s Inc.
+Added: dated May 10, 2024.
+Added: Limited Waiver and Deferral Agreement by and between Reed’s, Inc.
+Added: and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated May 17, 2024 which is incorporated by reference to Exhibit 10.3 to Form 10-Q filed May 20, 2024.
Amendment to Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s, Inc.
and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated April 1, 2024 which is incorporated by reference to Exhibit 10.1 to Form 8-K/A as filed with the SEC on April 3, 2024.
−Removed: Limited Waiver and Deferral Agreement by and between Reed’s, Inc.
−Removed: and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated May 17, 2024.
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: following materials from Reed’s, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 formatted
−Removed: in iXBRL (Inline eXtensible Business Reporting Language):
+Added: following materials from Reed’s, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in
+Added: iXBRL (Inline eXtensible Business Reporting Language):
(i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations,
2 unchanged sentences
cover page from the Reed’s, Inc.
−Removed: Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL
+Added: Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL
and contained in Exhibit 101.
1 unchanged sentence
the undersigned thereunto duly authorized.
+Added: August 13, 2024
Executive Officer
Executive Officer)
+Added: August 13, 2024
Joann Tinnelly
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.