Item 5. Other Information
Item
5. Other Information
Trading
Plans
During
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
the adoption or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”
as those terms are defined in Item 408 of Regulation S-K.
Commercial
Office Lease
On
May 10 2024, the Company entered into a new lease with Merritt 7 Ventures LLC, for its corporate headquarters. The lease has an
11 year term and is expected to commence in December 2024. Aggregate monthly base rent for the first year of the lease shall be
$8,590. Base rent shall increase incrementally on an annual basis by approximately 3.6%. Customary tax and electricity rent assessments
in addition to base rent are payable. In year one, the aggregate of these charges is $7,409 per month. Total payments over the life of the lease are expected to be $2,129.
Item
6. Exhibits
See
Exhibit Index on page. 13.
11
INDEX
TO EXHIBITS
ITEM
15(a)(3)
The
following is a list of the exhibits filed as part of this Form 10-Q. The documents incorporated by reference can be viewed on the SEC’s
website at http://www.sec.gov.
Exhibit
3(i)
Certificate of Incorporation of Reeds, Inc. which is incorporated herein by reference to exhibit 3(iv) to Form 10-K filed with SEC on May 15, 2023.
3(ii)
Amended and Restated Bylaws of Reed’s, Inc. which is incorporated by reference to Exhibit 3.8 to Form 10-K/A filed with the SEC on April 8, 2020.
4.1
Form of Option Note in favor of Wilmington Savings Fund Society, FSB dated August 1, 2024.
10.1
Option Exercise and Sixth Amendment to the 10% Secured Convertible Notes by and between Reed’s, Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent dated August 1, 2024.
10.2
Lease by and between Merritt 7 Venture LLC and Reed’s Inc. dated May 10, 2024.
10.3
Limited Waiver and Deferral Agreement by and between Reed’s, Inc. 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.
10.4
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.
31
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The
following materials from Reed’s, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in
iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations,
(iii) the Condensed Statements of Changes in Stockholders (Deficit), (iv) the Condensed Statements of Cash Flows, and (v) Notes to
Condensed Financial Statements.
104
The
cover page from the Reed’s, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL
and contained in Exhibit 101.
12
SIGNATURES
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.
Reed’s,
Inc.
(Registrant)
Date:
August 13, 2024
/s/
Norman E. Snyder, Jr.
Norman
E. Snyder, Jr.
Chief
Executive Officer
(Principal
Executive Officer)
Date:
August 13, 2024
/s/
Joann Tinnelly
Joann
Tinnelly
Chief
Financial Officer
(Principal
Financial Officer)
13
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.