8-K
REED'S, INC. (REED)
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): March 31, 2023
REED’S,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32501 | 35-2177773 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
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: (800) 997-3337
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: none
| Title of Each Class | Trading Symbol(s) | Name of Each Exchanged on Which Registered |
|---|
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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
(c) On March 31, 2023, Reed’s, Inc., a Delaware corporation (“Reed’s or the “company”) announced the appointment of Joann Tinnelly as Interim Chief Financial Officer, effective March 31, 2023.
Ms. Tinnelly, age 54, brings over 30 years of finance and accounting experience in global public and private equity company environments. She is a Certified Public Accountant and has served as Vice President and Corporate Controller of Reed’s since July 2018. She previously served as Interim Chief Financial Officer of Reed’s, from November 22, 2019, through December 1, 2019. Prior to joining Reed’s, from May 2014 to May 2017, she served as Assistant Controller of Steel Excel, Inc., a subsidiary of Steel Partners Holdings, a global diversified holding company. Prior to 2014, Ms. Tinnelly served as Vice President Financial Planning & Analysis and as Assistant Corporate Controller at USI Insurance Services, Assistant Vice President of Royal Bank of Scotland (RBS) Group, multiple financial roles at Momentive Performance Materials and General Electric and financial auditing at PriceWaterhouseCoopers. Ms. Tinnelly holds a Master of Business Administration in Finance and a Bachelor of Business Administration in Public Accounting both from Pace University.
Item8.01 Other Events
Reed’s issued a press release on March 31, 2023, announcing the appointment of Joann Tinnelly as Interim Chief Financial Officer. The press release is attached hereto as Exhibit 99.1.
(d)Exhibits.
| Exhibit No. | Title of Exhibit |
|---|---|
| 99.1 | Press Release of Reed’s, Inc. dated March 31, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| REEDS,<br> INC., | ||
|---|---|---|
| a<br> Delaware corporation | ||
| Dated:<br> March 31, 2023 | By: | /s/ Norman E. Snyder, Jr. |
| Norman<br> E. Snyder, Jr. | ||
| Chief<br> Executive Officer |
Exhibit99.1
Reed’sAnnounces Appointment of Interim Chief Financial Officer Joann Tinnelly
Norwalk,CT, (March 31, 2023) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced that Joann Tinnelly, current Vice President and Corporate Controller of Reed’s, was appointed by the Board of Directors to the position of Interim Chief Financial Officer, effective March 31, 2023.
On March 7, 2023, Reed’s announced the resignation of Tom Spisak from the role of Chief Financial Officer, effective March 30, 2023. Mr. Spisak’s resignation was not due to any disagreement with the Company on any matter, including matters related to the Company’s operations, policies, practices, financial reporting or controls.
Ms. Tinnelly is a Certified Public Accountant. She previously assumed the position of Interim Chief Financial Officer at the end of 2019 and is well positioned to again assume the role until a permanent replacement is appointed. Ms. Tinnelly has more than 30 years of finance and accounting experience in global public and private equity company environments.
“Joann’s extensive tenure at Reed’s, alongside her three decades of financial and accounting experience, uniquely positions her to step in as our Interim Chief Financial Officer,” said Norman E. Snyder, CEO of Reed’s. “I have full confidence in Joann’s strength and capability to effectively lead our finance team during this transition.”
AboutReed’s, Inc.
Reed’s is an innovative company and category leader that provides the world with high quality, premium and naturally bold^™^ better-for-you beverages. Established in 1989, Reed’s is a leader in craft beverages under the Reed’s^®^, Virgil’s^®^and Flying Cauldron^®^ brand names. The Company’s beverages are now sold in over 45,000 stores nationwide.
Reed’s is known as America’s #1 name in natural, ginger-based beverages. Crafted using real ginger and premium ingredients, Reed’s portfolio includes ginger beers, ginger ales, ready-to-drink ginger mules and hard ginger ales. The brand has recently successfully expanded into the zero-sugar segment with its proprietary, natural sweetener system.
Virgil’s^®^is an award-winning line of craft sodas, made with the finest natural ingredients and without GMOs or artificial preservatives. The brand offers an array of great tasting, bold flavored sodas including Root Beer, Vanilla Cream, Black Cherry, Orange Cream, and more. These flavors are also available in nine zero sugar varieties which are naturally sweetened and certified ketogenic.
Flying Cauldron^®^ is a non-alcoholic butterscotch beer prized for its creamy vanilla and butterscotch flavors. Sought after by beverage aficionados, Flying Cauldron is made with natural ingredients and no artificial flavors, sweeteners, preservatives, gluten, caffeine, or GMOs.
For more information, visit drinkreeds.com, virgils.com and flyingcauldron.com.
InvestorRelations Contact
Sean Mansouri, CFA
Elevate IR
ir@reedsinc.com
(720) 330-2829