SEC Company Response from REED'S, INC. (REED) (CIK 0001140215) (REED) — Oct 4, 2017

REED'S, INC. (REED) (CIK 0001140215)
Date: Oct. 4, 2017 · CIK: 0001140215 · Accession: 0001493152-17-011226

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File numbers found in text: 333-220184

Date

Oct. 4, 2017

Author

REED’S

Form

CORRESP

Company

REED'S, INC. (REED) (CIK 0001140215)

Letter

REED’S, INC.

South Spring Street

Los Angeles, California 90061

(310) 217-9400

October 4, 2017

VIA EDGAR CORRESPONDENCE

John Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Jonathan Burr

Mail Stop 3561

United States Securities Exchange Commission

Washington D.C. 20549

Re: Reed’s, Inc.

Registration Statement on Form S-1

Filed August 25, 2017

File No. 333-220184 (the “Registration Statement”)

Gentlemen:

Pursuant to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Friday, October 6, 2017, or as soon thereafter as practicable.

The Company acknowledges that:

● should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with 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 the 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.

Very
truly yours,
REED’S,
INC.,

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CORRESP
1
filename1.htm

REED’S,
INC.

13000
South Spring Street

Los
Angeles, California 90061

(310)
217-9400

October
4, 2017

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director, Office of Beverages, Apparel and Mining

Jonathan
Burr

Mail
Stop 3561

United
States Securities Exchange Commission

Washington
D.C. 20549

    Re:
    Reed’s,
    Inc.

    Registration
    Statement on Form S-1

    Filed
    August 25, 2017

    File
    No. 333-220184 (the “Registration Statement”)

Gentlemen:

Pursuant
to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Reed’s, Inc., a Delaware corporation (the “Company”),
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern time, on Friday, October 6, 2017, or as soon thereafter as practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission
    (“Commission”) or the staff,
    acting
    pursuant to
    delegated authority,
    declare the filing effective,
    it does not foreclose
    the Commission from
    taking any
    action
    with 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 the
    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.

Very
truly yours,

REED’S,
INC.,

a
Delaware corporation

    /s/
    Valentin Stalowir

    By:
    Valentin
    Stalowir

    Its:
    Chief
    Executive Officer

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