REED

Business Context and Reporting Period

Company: REED's, INC. (NYSE American: REED)
Filing Type: Form 8-K (Current Report)
Date of Report: February 15, 2019
Event: Entry into a Material Definitive Agreement for an underwritten public offering of common stock.

Key Financial Metrics and Transaction Details

This filing details a capital raise rather than operational financial results. Key transaction metrics include:

• Shares Offered: 6,725,000 shares of common stock.
• Offering Price: $2.10 per share.
• Over-Allotment Option: Underwriter granted a 45-day option to purchase up to 1,008,750 additional shares.
• Expected Net Proceeds: Approximately $12.9 million (base case) or $14.9 million (if over-allotment is fully exercised), after deducting underwriting discounts and offering expenses.
• Expected Closing Date: On or about February 20, 2019.

Note: The filing text does not provide current revenue, profit, cash flow, margins, or existing debt levels.

Material Changes

The primary material change is the execution of an Underwriting Agreement with Roth Capital Partners, LLC. This represents a significant dilution event and an influx of liquidity for the company. The shares are being sold pursuant to a shelf registration statement that became effective on February 8, 2019.

Guidance, Outlook, and Risks

Management Commentary: The company has agreed to indemnify the Underwriters against certain liabilities under the Securities Act of 1933. The transaction is subject to customary closing conditions.

Risks and Contingencies:

• The closing of the offering is contingent upon the satisfaction of customary closing conditions.
• The final net proceeds depend on whether the underwriter exercises the over-allotment option.

The filing text does not provide specific forward-looking guidance on revenue or earnings, nor does it detail specific operational risks beyond standard underwriting indemnities.

Investor Verification Checklist

• Verify the final closing date and actual net proceeds received after the February 20, 2019 deadline.
• Confirm whether the underwriter exercised the 1,008,750 share over-allotment option.
• Review the final prospectus supplement for updated use of proceeds and risk factors.
• Check subsequent filings for the impact of this equity issuance on the company's cash position and share count.