Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
July
23, 2008
Date
of
Report (Date of earliest event reported)
Reed’s,
Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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001-32501
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95-4348325
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.Employer
Identification No.)
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13000
South Spring Street, Los Angeles, California 90061
(Address
of principal executive offices)
(Zip
Code)
(310)
217-9400
Registrant's
telephone number, including area code
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (SEE General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Reed’s,
Inc.
This
Current Report on Form 8-K and other reports filed by the Registrant from time
to time with the Securities and Exchange Commission (collectively the “Filings”)
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, the Registrant’s management, as well
as estimates and assumptions made by the Registrant’s management. When used in
the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant’s management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant’s industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or
planned.
Item
1.01 Entry into Material Definitive Agreement
On
June
16, 2008, Reed’s Inc. (the “Company”)
entered into Amendment Number One (the “Amendment”) to the Loan and Security
Agreement dated May 30, 2008 with First Capital Western Region LLC
(“Lender”).
The
Amendment increased the two year secured revolving line of credit from
$2,000,000 to $3,000,000. A condition subsequent to securing the line of credit
is delivery by the Company to the Lender of an executed warehouseman’s letter
containing terms and conditions satisfactory to the Lender no later than August
15, 2008. The facility will be primarily used to provide working capital, fund
the Company’s expansion within mainstream grocery store accounts and facilitate
the Company’s general growth plans.
The
foregoing description is a summary of the material terms and conditions of
the
Amendment. The summary is not intended to be complete and it is qualified in
its
entirety by reference to the Amendment included as Exhibit 10.1 to this report
and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
disclosure in response to Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Document
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10.1
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Amendment
Number One to Loan and Security Agreement between Reed’s Inc. and First
Capital Western Region LLC dated June 16, 2008 (filed
herewith)
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SIGNATURE
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.
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REED’S,
INC.
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Dated:
July 23, 2008
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By:
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/s/ Christopher
J. Reed
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Christopher J. Reed
President
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