Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
2014 Flexible Stock Plan
(Full title of the plan)
Kyle Redfield
Chief Executive Officer
KonaRed Corporation
1101 Via Callejon, Suite 200, San Clemente, California 92673
(Name and address of agent for service)
(808) 212-1553
(Telephone number, including area code, of agent for service)
With a Copy to:
Hayden Trubitt, Esq.
Stradling Yocca Carlson & Rauth, P.C.
4365 Executive Drive, Suite 1500
San Diego, California 92121
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act.
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This Registration Statement amendment shall become effective immediately upon filing with the Securities and Exchange Commission.
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8, as amended (File No. 333-196154) (the "Registration Statement"), of KonaRed Corporation, a Nevada corporation (the "Company"), pertaining to 4,000,000 shares of the Company's common stock, which was filed with the Securities and Exchange Commission and automatically became effective on May 22, 2014 (with Post-Effective Amendment No. 1 thereto automatically becoming effective on May 29, 2014 and with Post-Effective Amendment No. 1/A thereto automatically becoming effective on June 4, 2014). The Registration Statement registered such shares of common stock for issuance (and, as so amended, further registered 500,000 of the shares for resale by the selling security holders named therein).
As a result of the closing of the Series A Preferred Stock Purchase Agreement dated October 24, 2017 between the Company and certain investors, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities of the Company registered but unsold under the Registration Statement.
