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SEC Company Response from REED'S, INC. (REED) (CIK 0001140215) (REED) — Jun 9, 2017

REED'S, INC. (REED) (CIK 0001140215)
Date: June 9, 2017 · CIK: 0001140215 · Accession: 0001493152-17-006454

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File numbers found in text: 333-212206

Referenced dates: June 6, 2017

Date
May 23, 2017
Author
Reed’s
Form
CORRESP
Company
REED'S, INC. (REED) (CIK 0001140215)

Letter

June 9, 2017

VIA EDGAR CORRESPONDENCE

Mr. John Reynolds, Assistant Director

Mr. Michael Killoy, Attorney-Advisor

Office of Beverages, Apparel and Mining

United States Securities Exchange Commission

Washington D.C. 20549

Mail Stop 3561

Re: Reed’s, Inc., Post-Effective Amendment to Form S-3 on Form S-1

Filed May 23, 2017, File No. 333-212206

Gentlemen:

This letter sets forth the responses of Reed’s, Inc. to your letter dated June 6, 2017 relating to the above captioned registration statement.

We are concurrently filing Post-Effective Amendment No. 2 to the above captioned registration statement, removing from such registration statement shares to be offered by Raptor/ Harbor Reeds SPV LLC that were not included in our initial registration statement on Form S-3.

Further, we are also submitting a new registration statement on Form S-1 registering for resale the shares to be offered by Raptor/ Harbor Reeds SPV LLC. In this new registration statement, we have included in the prospectus the true representations that Raptor/Harbor Reeds SPV LLC purchased the securities in the ordinary course of business and, at the time of the purchase, had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

If you have any further questions or comments, please contact our legal counsel: Ruba Qashu, Libertas Law Group Inc. at (949) 355-5405

We appreciate the staff’s guidance and assistance in this matter.

Very
truly yours,
Reed’s,
Inc.

Show Raw Text
CORRESP
1
filename1.htm

June
9, 2017

VIA
EDGAR CORRESPONDENCE

Mr.
John Reynolds, Assistant Director

Mr.
Michael Killoy, Attorney-Advisor

Office
of Beverages, Apparel and Mining

United
States Securities Exchange Commission

Washington
D.C. 20549

Mail
Stop 3561

Re:	     Reed’s,
Inc., Post-Effective Amendment to Form S-3 on Form S-1

Filed
May 23, 2017, File No. 333-212206

Gentlemen:

This
letter sets forth the responses of Reed’s, Inc. to your letter dated June 6, 2017 relating to the above captioned registration
statement.

We
are concurrently filing Post-Effective Amendment No. 2 to the above captioned registration statement, removing from such registration
statement shares to be offered by Raptor/ Harbor Reeds SPV LLC that were not included in our initial registration statement on
Form S-3.

Further,
we are also submitting a new registration statement on Form S-1 registering for resale the shares to be offered by Raptor/ Harbor
Reeds SPV LLC. In this new registration statement, we have included in the prospectus the true representations that Raptor/Harbor
Reeds SPV LLC purchased the securities in the ordinary course of business and, at the time of the purchase, had no agreements
or understandings, directly or indirectly, with any person to distribute the securities.

If
you have any further questions or comments, please contact our legal counsel: Ruba Qashu, Libertas Law Group Inc. at (949) 355-5405

We
appreciate the staff’s guidance and assistance in this matter.

    Very
    truly yours,

    Reed’s,
    Inc.

    /s/
    Stefan Freeman

    Stefan
    Freeman

    Interim
    Chief Executive Officer

    cc:
    Mr.
    Daniel Miles, Chief Financial Officer

    Ruba
    Qashu, Libertas Law Group, Inc.