SecProbe.io

CORRESP
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filename1.htm

November
21, 2017

VIA
EDGAR CORRESPONDENCE

John
Reynolds, Assistant Director

Ruairi
Regan

Brigitte
Lippmann

Office
of Beverages, Apparel and Mining

United
States Securities Exchange Commission

Washington
D.C. 20549

Mail
Stop 3561

Re:
Reed’s, Inc.

Registration
Statement on Form S-1

Filed
October 23, 2017

File
No. 333-221059

Ladies
and Gentlemen:

This
letter sets forth the responses of Reed’s, Inc. (the “Company”) to the comments contained in your letter, dated
November 6, 2017, relating to the above-referenced registration statement (the “Registration Statement”). The comments
of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold text below, and the
responses of the Company are set forth in plain text immediately following each comment.

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 subscription price will be disclosed. Please revise your disclosure
accordingly.

We
have revised the document to eliminate indication that we will be disclosing the subscription price.

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. Please tell us your consideration of whether such issuances will constitute a change
of control.

Limitations
to Backstop Commitment / Shareholder Approval

The
backstop commitment will be reduced to the extent aggregate gross proceeds to Company from the exercise of rights by rights holders
exceed $8 million and also to the extent of Raptor’s participation in the rights offering as a rights holder.
Raptor may elect to increase the backstop commitment, however, Raptor’s investment is also limited to no greater than an
aggregate of $6 million shares of common stock and common stock equivalents and $8,000,00, pursuant to shareholder approval obtained
at our 2017 Annual Stockholders’ Meeting on September 29, 2017. At this meeting the shareholders also approved the potential
change of control represented by this transaction.

Appointment
of Directors

As
part of the backstop transaction, the Company
has agreed to appoint two persons designated by Raptor to our board of directors, subject to NYSE American approval. We have been
advised by NYSE American that the number of directors Raptor is allowed to designate will be based on the size of Raptor’s
investment and will be proportional to the amount of Raptor’s investment in this transaction.

NYSE
American Standards

The
NYSE American does not define change of control, and the exchange applies a subjective test on a case-by-case basis. Generally,
purchases of between 20% and 30% of the outstanding share capital may be deemed to be a change of control, depending on the specific
facts and circumstances applicable to the company. Due to the subjective nature of the test, conservative companies may obtain
shareholder approval when the transaction results in the transfer of a relatively small portion of company securities, especially
when that transfer comes with special voting rights or board representation. Counting is prospective and based on the total number
of shares that could be issued, as opposed to retrospective and based on the shares that were in fact issued. The NYSE American
also counts warrants toward the 20% threshold.

Percentage
Acquired/ Beneficial Ownership

Assuming
the minimum offering amount of $10.5 is raised from combined rights offering and backstop commitment and a subscription price
of $1.75, the backstop provider will acquire 3,428,571 shares of our common stock and warrants to purchase 857,142 shares of common
stock plus additional warrants to purchase 750,000 shares of common stock, following which the backstop provider would beneficially
own approximately 28.8% of our outstanding common stock and will have acquired, in this transaction shares of common stock and
right to acquire shares of common stock equal to 22.8% of the Company’s outstanding securities (measured post-transaction)
and 31.8% of the Company’s outstanding securities (measured pre-transaction, excluding all other securities issued in rights
offering).

Conclusion

A
change of control is likely to be triggered pursuant to NYSE American rules and Raptor may become the largest shareholder of the
Company. We will file a current report on Form 8-K in the event a change of control occurs.

Certain
Relationships and Related Transactions, page 84

3.
Please 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
have revised this section to disclose all related party transactions with Raptor/ Harbor Reeds SPV LLC.

The
company is currently submitting, via EDGAR, Amendment No. 1 to the Registration Statement incorporating the changes discussed
below in response to the Staff’s comment letter, as well as other changes.

If
you have any further questions or comments, please do not hesitate to contact the undersigned, 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/
Ruba Qashu

Ruba
Qashu

Libertas
Law Group, Inc.

cc:
Valentin Stalowir, Chief Executive Officer, Reed’s Inc.

Daniel
Miles, Chief Financial Officer, Reed’s Inc.