REED'S, INC. (REED): Nasdaq/NYSE listing notice — Reed's delisted from Nasdaq; issues additional $2.55M in convertible notes

REED'S, INC.

Received delisting notice from Nasdaq; trading suspended from Nasdaq Capital Market effective Feb 16, 2023.
Plan to trade on OTCQX under symbol 'REED' starting Feb 16, 2023.
Entered agreement to issue ~$2.55M in 10% convertible notes due June 20, 2023; also issued 82,438 shares as inducement.
Notes amended to increase fundamental change repurchase price to 110%; holders temporarily waived certain defaults.
Board chose not to pursue capital raise to meet minimum equity rule; previously achieved bid price compliance with reverse split.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

REED'S, INC. incurred convertible notes of $2,550,025 with Wilmington Savings Fund Society, FSB at 10% maturing June 20, 2023.

Instrument: convertible notes
Principal: $2,550,025
Counterparty: Wilmington Savings Fund Society, FSB
Rate: 10%
Maturity: June 20, 2023
Event: incurrence

Exact text from the filing

an aggregate of approximately $2,550,025 notes (the "Option Notes," collectively with the Original Notes, the "Notes")

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

REED'S, INC. amended convertible notes with Wilmington Savings Fund Society, FSB.

Instrument: convertible notes
Counterparty: Wilmington Savings Fund Society, FSB
Event: amendment

Exact text from the filing

all of Notes were amended to increase the repayment requirement, at the option of the Holder, in the event of a Fundamental Change (as defined in the Notes) from 100% to 110%

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Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.95

REED'S, INC. received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)(1)).

Exchange: nasdaq
Notice: delisting notice
Deficiency: stockholders equity
Rules: 5550(b)(1)

Exact text from the filing

viously disclosed, after a hearing with a Nasdaq panel on September 28, 2022, Reed’s was given until February 13, 2023 to regain compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (“Bid Price Rule”), and the $2.5 million minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(1) (“Minimum Stockholders’ Equity Rule”). Reed’s achieved compliance with the Bid Price Rule after effecting a

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

REED'S, INC. entered into Partial Option Exercise and Second Amendment to 10% Convertible Notes with Wilmington Savings Fund Society, FSB, holder representative and collateral agent valued at approximately $2,550,025 notes (effective 2023-02-10).

Action: entry
Agreement: notes offering
Counterparty: Wilmington Savings Fund Society, FSB, holder representative and collateral agent
Value: approximately $2,550,025 notes
Effective: 2023-02-10

Exact text from the filing

On February 10, 2023, Reed’s, Inc., a Delaware corporation (“Reed’s”), entered into a Partial Option Exercise and Second Amendment to 10% Convertible Notes (“Exercise and Amendment Agreement”) and a Limited Waiver and Deferral Agreement (“Waiver and Deferral Agreement”) with Wilmington Savings Fund Society, FSB, holder representative and collateral agent.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

REED'S, INC. amended 10% Secured Convertible Notes with holders of the notes (effective 2023-02-10).

Action: amendment
Agreement: notes offering
Counterparty: holders of the notes
Effective: 2023-02-10

Exact text from the filing

In addition, all of Notes were amended to increase the repayment requirement, at the option of the Holder, in the event of a Fundamental Change (as defined in the Notes) from 100% to 110%.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

REED'S, INC. entered into Limited Waiver and Deferral Agreement with Wilmington Savings Fund Society, FSB, holder representative and collateral agent (effective 2023-02-10).

Action: entry
Agreement: settlement
Counterparty: Wilmington Savings Fund Society, FSB, holder representative and collateral agent
Effective: 2023-02-10

Exact text from the filing

On February 10, 2023, Reed’s, Inc., a Delaware corporation (“Reed’s”), entered into a Partial Option Exercise and Second Amendment to 10% Convertible Notes (“Exercise and Amendment Agreement”) and a Limited Waiver and Deferral Agreement (“Waiver and Deferral Agreement”) with Wilmington Savings Fund Society, FSB, holder representative and collateral agent.

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100 debt financings filed in the last 30 days. Browse all debt financings →

REED'S, INC. filing history →

Source: SEC EDGAR

accession 0001493152-23-005039

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