Business Context and Reporting Period
Company: REED's, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: May 5, 2021
Event: Entry into a Material Definitive Agreement for a registered direct offering of common stock.
Key Financial Metrics and Transaction Details
This filing reports a specific capital raising transaction rather than periodic financial performance metrics (revenue, profit, cash flow). The filing text does not provide current revenue, profit, margin, or debt figures.
| Transaction Component | Details |
|---|---|
| Shares Sold | 6,680,000 shares of Common Stock |
| Price Per Share | $1.18 |
| Placement Agent | Roth Capital Partners, LLC |
| Agent Fee | 6.5% of gross cash proceeds |
| Expected Closing | On or about May 7, 2021 |
Material Changes and Restrictions
The Company entered into a securities purchase agreement and a placement agency agreement to sell shares under an effective registration statement (SEC File No. 333-229105). A material change involves a 90-day lock-up period following the closing date, during which the Company is generally prohibited from issuing or agreeing to issue shares of common stock or common stock equivalents, with exceptions for equity compensation plans, outstanding rights, or certain strategic transactions.
Guidance, Outlook, and Risks
Outlook: The Company anticipates the offering to close on or about May 7, 2021, subject to customary closing conditions.
Risks and Contingencies: The filing includes forward-looking statements regarding the anticipated closing and use of proceeds. Identified risks include the Company's financial and liquidity position, capital needs, resources, and the impact of COVID-19. The Company explicitly states it does not intend to revise or update forward-looking statements except as required by law.
Investor Verification Checklist
- Verify the actual closing date of the offering (expected May 7, 2021) and confirmation of gross proceeds.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Placement Agency Agreement (Exhibit 1.1) for specific covenants and indemnification terms.
- Confirm the final use of proceeds as detailed in the press release (Exhibit 99.1) and subsequent filings.
- Monitor the Company's liquidity position post-offering to assess the impact on capital resources.
- Check for any subsequent filings regarding the 90-day issuance restriction period.