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): October 19, 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: (310) 217-9400
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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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 October 19, 2023, the board of directors of Reed’s, Inc., a Delaware corporation (“Reed’s or the “company”), appointed Joann Tinnelly, age 54, to serve as its permanent Chief Financial Officer. She has been serving as Interim Chief Financial Officer since March 31, 2023. Ms. Tinnelly will not receive any additional compensation in connection with her role as permanent Chief Financial Officer.
Ms. Tinnelly 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.
Item7.01 Regulation FD.
Reed’s issued a press release on October 26, 2023, announcing the appointment of Joann Tinnelly as its permanent Chief Financial Officer. The press release is attached hereto as Exhibit 99.1.
The information set forth in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Title of Exhibit |
|---|---|
| 99.1 | Press Release of Reed’s, Inc. dated October 26, 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, INC., | ||
|---|---|---|
| a Delaware corporation | ||
| Dated: October 26, 2023 | By: | /s/ Norman E. Snyder, Jr. |
| Norman E. Snyder, Jr. | ||
| Chief Executive Officer |
Exhibit99.1
Reed’sAppoints Joann Tinnelly as Chief Financial Officer
Norwalk,CT, (October 26, 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 Interim Chief Financial Officer (CFO) Joann Tinnelly has transitioned to permanent CFO, effective today.
Ms. Tinnelly has served as Vice President and Corporate Controller of Reed’s since July 2018. Throughout her tenure at the Company, she has stepped into the role of Interim CFO on two separate occasions, most recently in March 2023. She is a Certified Public Accountant with more than 30 years of finance and accounting experience in global public and private companies. Ms. Tinnelly holds a Master of Business Administration in Finance and a Bachelor of Business Administration in Public Accounting, both from Pace University.
“We are thrilled to welcome Joann as our official Chief Financial Officer,” said Norman E. Snyder, CEO of Reed’s. “Her extensive experience in finance and accounting for both public and private companies, as well as her execution as Interim CFO at Reed’s, make her the ideal candidate to lead our finance department. Ms. Tinnelly will continue to be a key member of Reed’s executive team, and I look forward to working with her as we deliver on our goals to expand gross margins and generate positive modified EBITDA and cash flow.”
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