---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-005973"
form_type: "8-K"
ticker: "REED"
cik: "0001140215"
company_name: "REED'S, INC."
filed_at: "2024-02-13T23:59:59+00:00"
generated_at: "2026-06-06T03:05:07.227410+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Reed's closes $3.8M SAFE, amends convertible notes, plans up to $6M rights offering

## Summary
- Closed $3.8M in SAFE investments from D&D and Union Square Park to backstop planned rights offering.
- Entered Limited Waiver and Amendment with secured note holders: waives defaults and amortization payments through Mar 31, 2024.
- Note maturity extended to 2025; conversion price reset to 120% of post-rights-offering VWAP (capped at $7.50 for original notes).
- Accrued fees partially satisfied with $132,430 cash and stock at lesser of $1.50 or rights offering price.
- Planned rights offering for up to $6M gross proceeds (including SAFE); record date not yet set.

## SEC filing metadata
- accession: 0001493152-24-005973
- form_type: 8-K
- ticker: REED
- cik: 0001140215
- company_name: REED'S, INC.
- filed_at: 2024-02-13T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1140215/000149315224005973/0001493152-24-005973-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1140215/000149315224005973/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-005973
- JSON: https://secwatch.observer/filing/0001493152-24-005973.json
- Plain text: https://secwatch.observer/filing/0001493152-24-005973.txt

## Key facts
- Debt Financings
  REED'S, INC. amended convertible notes with Holders of 10% Secured Convertible Notes (represented by Wilmington Savings Fund Society, FSB) at 10% per annum maturing one year from the date of execution of the Amended and Restated Option Notes.
  - Instrument: convertible notes
  - Counterparty: Holders of 10% Secured Convertible Notes (represented by Wilmington Savings Fund Society, FSB)
  - Rate: 10% per annum
  - Maturity: one year from the date of execution of the Amended and Restated Option Notes
  - Event: amendment
  source text: On February 12, 2024, Reed’s entered into a Limited Waiver, Deferral, and Amendment and Restatement Agreement (“Waiver and Amendment”) with each holder of its 10% Secured Convertible Notes (the “Notes”) and Wilmington Savings Fund Society, FSB, holder representative and collateral agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315224005973/0001493152-24-005973-index.htm
- Material Agreements
  REED'S, INC. entered into Simple Agreements for Future Equity with D&D Source of Life Holding LTD and Union Square Park Partners LLP valued at approximately $3.8 million (effective 2024-02-08).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: D&D Source of Life Holding LTD and Union Square Park Partners LLP
  - Value: approximately $3.8 million
  - Effective: 2024-02-08
  source text: On February 8, 2024, Reed’s, Inc., a Delaware corporation (“Reed’s” or the “Company”), closed on approximately $3.8 million in aggregate gross proceeds from Simple Agreements for Future Equity (“SAFE”) investments with significant stockholders of the Company, D&D Source of Life Holding LTD (“D&D”) and Union Square Park Partners LLP.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315224005973/0001493152-24-005973-index.htm
- Material Agreements
  REED'S, INC. amended Limited Waiver, Deferral, and Amendment and Restatement Agreement with each holder of its 10% Secured Convertible Notes and Wilmington Savings Fund Society, FSB (effective 2024-02-12).
  - Action: amendment
  - Agreement: notes offering
  - Counterparty: each holder of its 10% Secured Convertible Notes and Wilmington Savings Fund Society, FSB
  - Effective: 2024-02-12
  source text: On February 12, 2024, Reed’s entered into a Limited Waiver, Deferral, and Amendment and Restatement Agreement (“Waiver and Amendment”) with each holder of its 10% Secured Convertible Notes (the “Notes”) and Wilmington Savings Fund Society, FSB, holder representative and collateral agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1140215/000149315224005973/0001493152-24-005973-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.