SEC Comment Letter for REED'S, INC. (REED) (CIK 0001140215) (REED) — Jul 1, 2016
REED'S, INC. (REED) (CIK 0001140215)
Date: July 1, 2016 · CIK: 0001140215 · Accession: 0000000000-16-083003
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-212206
Letter
Mail Stop 3561 July 1 , 2016 Via E -mail Christopher J. Reed Chief Executive Officer Reed’s Inc. 13000 South Spring Street Los Angeles, California 90061
Re: Reed’s, Inc. Registration Statement on Form S-3 Filed June 23, 2016 File No. 333-212206
Dear Mr. Reed :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation
Christopher Reed Reed’s Inc. July 1 , 2016 Page 2
of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Michael Killoy at (202) 551 -7576 with any questions.
Sincerely,
/s/ David Link for
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Mail Stop 3561 July 1 , 2016 Via E -mail Christopher J. Reed Chief Executive Officer Reed’s Inc. 13000 South Spring Street Los Angeles, California 90061 Re: Reed’s, Inc. Registration Statement on Form S-3 Filed June 23, 2016 File No. 333-212206 Dear Mr. Reed : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation Christopher Reed Reed’s Inc. July 1 , 2016 Page 2 of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Michael Killoy at (202) 551 -7576 with any questions. Sincerely, /s/ David Link for John Reynolds Assistant Director Office of Beverages, Apparel, and Mining cc: Ruba Qashu , Esq. Libertas Law Group, Inc.