SEC Company Response from REED'S, INC. (REED) (CIK 0001140215) (REED) — Dec 1, 2017
REED'S, INC. (REED) (CIK 0001140215)
Date: Dec. 1, 2017 · CIK: 0001140215 · Accession: 0001493152-17-014071
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-221059
Letter
December 1, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 21, 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 30, 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. Your revised subscription price is based on the market price of your common stock. Please provide your 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.
We have revised the document to reflect a fixed price for the duration of the offering.
Backstop Commitment, page 43.
2. Given your response to comment 2, please disclose that a change of control is likely to be triggered and the material effects of such change of control. Add appropriate risk factor disclosure.
We have revised this section to disclose that a change of control is likely to be triggered and the material effects of such change of control. We also added appropriate risk factor disclosure.
The Company is currently submitting, via EDGAR, Amendment No. 2 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,
/s/
Ruba Qashu
Show Raw Text
CORRESP
1
filename1.htm
December
1, 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.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
November 21, 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 30, 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.
Your revised subscription price is based on the market price of your common stock. Please provide your 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.
We
have revised the document to reflect a fixed price for the duration of the offering.
Backstop
Commitment, page 43.
2.
Given your response to comment 2, please disclose that a change of control is likely to be triggered and the material effects
of such change of control. Add appropriate risk factor disclosure.
We
have revised this section to disclose that a change of control is likely to be triggered and the material effects of such change
of control. We also added appropriate risk factor disclosure.
The
Company is currently submitting, via EDGAR, Amendment No. 2 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,
/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.
TEL
(310) 889-0699 | Fax (310) 889-0699 | LibertasLaw.com | 225 Santa monica blvd., 5th floor, santa monica, Ca 90401