SEC Comment Letter for REED'S, INC. (REED) (CIK 0001140215) (REED) — Nov 30, 2017
REED'S, INC. (REED) (CIK 0001140215)
Date: Nov. 30, 2017 · CIK: 0001140215 · Accession: 0000000000-17-042052
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Reasoning
Letter
Mail Stop 3561 Novem ber 30, 2017 Via E -mail Valentin Stalowir Chief Executive Officer Reed’s, Inc. 13000 South Spring Street Los Angeles, California 90061
Re: Reed’s, Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed November 21, 2017 File No. 333 -221059
Dear M r. Stalowir :
We have limited our review of your amended 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. Unless we note otherwise, our references to prior comments are to comments in our November 6, 2017 letter. Cover Page 1. Your revised subscription price is based on the market price of your common stock. Please provide you r analysis of how you are eligible to conduct an “at the market” offering or revise to reflect a fixed price for the duration of the offering. Cite all authority on which you rely. Backstop Commitment, page 43 2. Given your response to comment 2, please di sclose that a change of control is likely to be triggered and the material effects of such change of control. Add appropriate risk factor disclosure.
Valentin Stalowir Reed ’s, Inc. November 30 , 2017 Page 2
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)
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Mail Stop 3561
Novem ber 30, 2017
Via E -mail
Valentin Stalowir
Chief Executive Officer
Reed’s, Inc.
13000 South Spring Street
Los Angeles, California 90061
Re: Reed’s, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed November 21, 2017
File No. 333 -221059
Dear M r. Stalowir :
We have limited our review of your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our November 6, 2017 letter.
Cover Page
1. Your revised subscription price is based on the market price of your common stock.
Please provide you r analysis of how you are eligible to conduct an “at the market”
offering or revise to reflect a fixed price for the duration of the offering. Cite all
authority on which you rely.
Backstop Commitment, page 43
2. Given your response to comment 2, please di sclose that a change of control is likely to be
triggered and the material effects of such change of control. Add appropriate risk factor
disclosure.
Valentin Stalowir
Reed ’s, Inc.
November 30 , 2017
Page 2
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.