SEC Company Response from REED'S, INC. (REED) (CIK 0001140215) (REED) — May 23, 2018

REED'S, INC. (REED) (CIK 0001140215)
Date: May 23, 2018 · CIK: 0001140215 · Accession: 0001493152-18-007701

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File numbers found in text: 333-223037

Date

May 23, 2018

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

May 23, 2018

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-3

Filed February 14, 2018 and amended on each of May 1, 2018 and May 16, 2018

File No. 333-223037 (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 5:00 p.m., Eastern time, on Friday, May 25, 2018, 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

May 23, 2018

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-3

    Filed
    February 14, 2018 and amended on each of May 1, 2018 and May 16, 2018

    File
    No. 333-223037 (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 5:00 p.m.,
Eastern time, on Friday, May 25, 2018, 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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