SecProbe.io

Mail Stop 3561
        Novem ber 6 , 2017

Via E -mail
Valentin Stalowir
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, California 90061

Re: Reed’s, Inc.
Registration Statement on Form S -1
Filed October 23, 2017
  File No. 333 -221059

Dear M r. Stalowir :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.
Cover Page
1. We note several statements that rights holders may not know the subscription price at the
time of exercise, such as on the cover page and on pages 4, 11, 40 and 53; however, you
indicate that the subscriptio n price will be disclosed.  Please revise your disclosure
accordingly.
Backstop Commitment, page 45
2. We note the substantial increase in share ownership by Raptor/  Harbor Reeds SPV  LLC
assuming full exercise of the backstop commitment and exercise of its subscription
rights.  P lease tell us your consideration of whether such issuances  will constitute a
change of control.

Valentin Stalowir
Reed’s, Inc.
November 6 , 2017
Page 2

 Certain Relationships and Related Transactions, page 84
3. Pleas e disclose your related party transactions with Raptor/ Harbor Reeds SPV  LLC in
this section including, for example, the April 21, 2017 Securities Purchase Agreement, or
advise us why you believe disclosure is not required.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Ruairi Regan at (202) 551 -3269 or  Brigitte Lippmann  at (202) 551 -3713 if
you have any questions.

     Sincerely,

        /s/ Brigitte Lippmann (for)

     John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining

cc:  Ruba Qashu , Esq.
Libertas Law Group, Inc.