--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-005039" form_type: "8-K" ticker: "REED" cik: "0001140215" company_name: "REED'S, INC." filed_at: "2023-02-14T23:59:59+00:00" generated_at: "2026-06-19T13:10:47.230008+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Reed's delisted from Nasdaq; issues additional $2.55M in convertible notes ## Summary - 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. ## SEC filing metadata - accession: 0001493152-23-005039 - form_type: 8-K - ticker: REED - cik: 0001140215 - company_name: REED'S, INC. - filed_at: 2023-02-14T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 3.01, 3.02 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1140215/000149315223005039/0001493152-23-005039-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1140215/000149315223005039/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-005039 - JSON: https://secwatch.observer/filing/0001493152-23-005039.json - Plain text: https://secwatch.observer/filing/0001493152-23-005039.txt ## Key facts - Debt Financings 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 source text: an aggregate of approximately $2,550,025 notes (the "Option Notes," collectively with the Original Notes, the "Notes") evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315223005039/0001493152-23-005039-index.htm - Debt Financings REED'S, INC. amended convertible notes with Wilmington Savings Fund Society, FSB. - Instrument: convertible notes - Counterparty: Wilmington Savings Fund Society, FSB - Event: amendment source text: 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% evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315223005039/0001493152-23-005039-index.htm - Listing & Compliance Notices 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) source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315223005039/0001493152-23-005039-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315223005039/0001493152-23-005039-index.htm - Material Agreements 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 source text: 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%. evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315223005039/0001493152-23-005039-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315223005039/0001493152-23-005039-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.