8-K - REED - Equibles

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): November 19, 2020

REED’S,

INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32501	35-2177773
(State or other jurisdiction<br><br> of incorporation)	(Commission<br><br> File Number)	(IRS Employer<br><br> Identification 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<br> 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:

Title of Each Class	Trading Symbol(s)	Name of Each Exchanged on Which Registered
Common Stock, $.0001<br> par value per share	REED	The NASDAQ Stock<br> Market LLC

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. ☐

Item2.02 Results of Operations and Financial Condition.

On November 19, 2020, Reed’s Inc., a Delaware corporation (the “Company”) issued a press release announcing financial guidance for fiscal 2021 and recent syndicated retail sell-through data. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item8.01 Other Events

The Company is using the slides attached hereto in connection with management presentations to describe its business. A copy of the presentation is attached hereto as Exhibit 99.2, and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

Forward-LookingStatements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those statements that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions.

These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

(d)Exhibits.

Exhibit<br> No.	Description
99.1	Press Release of Reed’s Inc. dated November 19, 2020
99.2	Investor slide presentation of Reed’s Inc. dated November 19, 2020

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 Delaware<br> corporation
Dated:<br> November 19, 2020	By:	/s/ Thomas J. Spisak
		Thomas J. Spisak
		Chief Financial<br> Officer

Exhibit99.1

Reed’sInc. Provides Fiscal 2021 Guidance

NORWALK, CT, November 19, 2020 (GLOBE NEWSWIRE) — Reed’s Inc. (NASDAQ: REED), owner of the nation’s leading portfolio of handcrafted, all-natural beverages, today provided financial guidance for fiscal 2021 and detail on recent syndicated third-party retail sell-through data.

The Company is providing fiscal 2021 net sales guidance of $45.8 million to $46.6 million and a gross margin of 32% to 33%. This guidance follows updated fiscal 2020 guidance for approximately $40.1 million to $40.3 million of net sales and a gross margin of approximately 30%, which was previously announced.

The Company is also providing recent syndicated retail sell-through data. According to data from IRI, sales at retail for the four weeks ended October 4, 2020 increased 49.4% for the Reed’s brand and 27.5% for the Virgil’s brand. Year-to-date IRI data indicates 33.2% growth of the Reed’s brand and 23.0% for the Virgil’s brand. Additionally, ACV, a measure of distribution, has increased 7.4% to 39.1 points and velocity is up 8 units, or 34.7%, while pricing remains strong increasing 9.1% year over year.

AboutReed’s, Inc.

Established in 1989, Reed’s® is America’s number 1 name in Ginger and America’s best-selling Ginger Beer brand and innovator for decades. Virgil’s™ is America’s best-selling independent, full line of natural craft sodas. The Reed’s® portfolio is sold in over 40,000 retail doors nationwide. Reed’s core product line of Original, Extra and Strongest Craft Ginger Beers, along with the Certified Ketogenic Zero Sugar Extra Ginger Beer are unique due to the proprietary process of using fresh ginger root combined with a Jamaican inspired recipe of natural spices and fruit juices. The company uses this same handcrafted approach in its award-winning Virgil’s™ line of great tasting, bold flavored craft sodas and Certified Ketogenic Zero Sugar Varieties.

For more information about Reed’s, please visit the Company’s website at: http://www.drinkreeds.com or call 800-99-REEDS. Follow Reed’s on Twitter, Instagram, and Facebook @drinkreeds.

For more information about Virgil’s, please visit Virgil’s website at: http://www.virgils.com. Follow Virgil’s on Twitter and Instagram @drinkvirgils and on Facebook @drinkvirgilssoda.

SafeHarbor / Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as the Company’s guidance for 2021 net sales and gross margin. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including market conditions, risks associated with the cash requirements of our business and other risks detailed from time to time in our filings with the Securities and Exchange Commission, and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.

CONTACT:

Investor Relations

Scott Van Winkle, ICR

(617) 956-6736

Email: ir@reedsinc.com

www.reedsinc.com

Exhibit 99.2