Current Report Filing (8-k)
April 22 2020 - 5:05AM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported): April 20, 2020
REED’S,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-32501
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35-2177773
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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201
Merritt 7 Corporate Park, Norwalk, CT 06851
(Address
of principal executive offices and zip code)
Not
applicable
(Former
name or former address if changed since last report)
Registrant’s
telephone number, including area code: (310) 217-9400
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchanged on Which Registered
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Common
Stock, $.0001 par value per share
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REED
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Nasdaq
Listing Rule 5550(b)(2) (the “MVLS Rule”) requires listed securities to maintain a minimum Market Value of Listed
Securities (“MVLS”) of $35 million. The Nasdaq Listing Qualifications Department notified Reed’s Inc., a Delaware
corporation (“Reed’s”, “we” or “us”) on April 20, 2020 that, based upon review of the
Company’s MVLS for the last 30 consecutive business days, Reed’s no longer meets this requirement. Consequently, a
deficiency exists with regard to the MVLS Rule. Nasdaq listing Rule 5810(c)(3)(C) provides Reed’s a compliance period of
180 calendar days, or through October 19, 2020, during which to regain compliance. If, at any time during the compliance
period the MVLS closes at $35 million or more for a minimum of ten consecutive business days, the Nasdaq Listing Qualifications
Department will provide Reed’s written confirmation of compliance with the MVLS Rule and this matter will be closed. If
we fail to regain compliance with the MVLS Rule during the compliance period, we will receive written notification that
our securities will be subject to delisting.
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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REEDS,
INC.,
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a
Delaware corporation
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Dated:
April 21, 2020
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By:
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/s/
Thomas J. Spisak
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Thomas
J. Spisak
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Chief
Financial Officer
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