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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Reeds Inc (QX) | USOTC:REED | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.102645 | -12.73% | 0.703375 | 0.435 | 0.912 | 0.91154 | 0.55 | 0.91154 | 7,096 | 21:19:19 |
Reed’s, Inc.
|
(Name of Issuer)
|
Common Stock, $0.0001 par value per share
|
(Title of Class of Securities)
|
758338305
|
(CUSIP Number)
|
September 30, 2024
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 758338305
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Whitebox Advisors LLC
|
|
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|||
|
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
|
|
|
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0
|
|
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|||
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||||
6
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SHARED VOTING POWER
|
|
|
||
871,282 (see item 4)
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||||
7
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SOLE DISPOSITIVE POWER
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0
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|
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|||
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8
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SHARED DISPOSITIVE POWER
|
|
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||
871,282 (see item 4)
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|
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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871,282 (see item 4)
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|
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.9% (see item 4)
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|||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
IA
|
|
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|||
|
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CUSIP No. 758338305
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Whitebox General Partner LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
871,282 (see item 4)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
871,282 (see item 4)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
871,282 (see item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.9% (see item 4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
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|||
|
|
CUSIP No. 758338305
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Whitebox Multi-Strategy Partners, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
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|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
503,406 (see item 4)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
503,406 (see item 4)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
503,406 (see item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.7% (see item 4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 758338305
|
Item 1.
|
(a).
|
Name of Issuer:
|
|
Reed’s, Inc. (the “Issuer”)
|
|||
(b)
|
Address of issuer’s principal executive offices:
201 Merritt 7, Norwalk, CT 06851
|
||
Item 2.
|
(a).
|
Name of person filing:
|
|
This statement is filed by:
|
|||
(i)
|
Whitebox Advisors LLC, a Delaware limited liability company (“WA”);
|
||
(ii)
|
Whitebox General Partner LLC, a Delaware limited liability company (“WGP”); and
|
||
(iii)
|
Whitebox Multi-Strategy Partners, a Cayman Islands exempted limited partnership (“WMP”).
|
(b).
|
Address or principal business office or, if none, residence:
|
||
The address of the business office of WA and WGP is:
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
|
|||
The address of the business office of WMP is:
Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
PO Box 1348
Grand Cayman, KY1-1108
Cayman Islands
|
|||
(c).
|
Citizenship:
|
||
WA and WGP are organized under the laws of the State of Delaware. WMP is organized under the laws of the Cayman Islands.
|
|||
(d).
|
Title of class of securities:
|
||
Common Stock, $0.0001 par value per share (“Common Stock”)
|
|||
(e).
|
CUSIP No.:
|
||
758338305
|
Item 3.
|
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
||
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
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(d)
|
☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
|
☐
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
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(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
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(g)
|
☐
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
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(k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
CUSIP No. 758338305
|
Item 4.
|
Ownership.
|
||
(a)
|
Amount beneficially owned:
|
||
As of September 30, 2024, each of WA and WGP is deemed to be the beneficial owner of approximately 871,282 shares of Common Stock, as a result of WA’s clients’ ownership of (i) 257,743
shares of Common Stock and (ii) $11,373,517.26 of the Issuer’s Secured Convertible Promissory Notes (“Notes”), which are convertible into shares of Common Stock based on the initial conversion rate of approximately 0.08306 shares of Common
Stock per one dollar ($1) principal amount of Notes, but subject to the Blocker (as defined herein). The Notes are subject to a blocker which prevents the holder from converting the Notes to the extent that, upon such conversion, the holder
would beneficially own in excess of 9.9% of the shares of Common Stock outstanding as a result of the conversion (the “Blocker”).
|
|||
As of September 30, 2024, WMP may be deemed to be the beneficial owner of approximately 503,406 shares of Common Stock, as a result of its ownership of 148,916 shares of Common Stock and $6,571,365.50 of the
Notes and subject to the Blocker as applied to the aggregate number of Notes held by WA’s clients and then applied pro rata to the Notes held directly by WMP.
|
|||
(b)
|
Percent of class:
|
||
As of September 30, 2024, each of WA and WGP is deemed to beneficially own approximately 9.9% of the shares of Common Stock outstanding. As of September 30, 2024, WMP may be deemed to
beneficially own approximately 5.7% of the shares of Common Stock outstanding.
|
|||
Percent of class is calculated based on the sum of (i) 4,187,291 shares of Common Stock outstanding as of August 1, 2024, as reported in the
Issuer’s quarterly report on Form 10-Q filed on August 13, 2024, (ii) 4,000,000 shares of Common Stock issued in a private investment that closed on September 10, 2024, as reported in
the Issuer’s current
report on Form 8-K filed on September 13, 2024, and (iii) the 613,539 shares of Common Stock that WA and WGP have the right to acquire upon conversion of Notes, subject to the Blocker, which amount has been added to the shares of
Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
|
(c)
|
Number of shares as to which the person has:
WA and WGP:
|
|||
(i)
|
Sole power to vote or to direct the vote
|
0
|
||
(ii)
|
Shared power to vote or to direct the vote
|
871,282
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
871,282
|
||
WMP:
|
||||
(i)
|
Sole power to vote or to direct the vote
|
0
|
||
(ii)
|
Shared power to vote or to direct the vote
|
503,406
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
|
503,406
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the
following ☐
|
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
WA’s clients, including WMP, are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock
covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not Applicable
|
CUSIP No. 758338305
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable
|
|
Item 10.
|
Certification.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
|
CUSIP No. 758338305
|
October 25, 2024
|
|
(Date)
|
|
WHITEBOX ADVISORS LLC
|
|
/s/ Gina Scianni
|
|
(Signature)
|
|
Gina Scianni
Associate General Counsel & Deputy Chief Compliance Officer
|
|
(Name/Title)
|
|
October 25, 2024
|
|
(Date)
|
|
WHITEBOX GENERAL PARTNER LLC
|
|
/s/ Gina Scianni
|
|
(Signature)
|
|
Gina Scianni
Authorized Signatory
|
|
(Name/Title)
|
|
October 25, 2024
|
|
(Date)
|
|
WHITEBOX MULTI-STRATEGY PARTNERS, LP
|
|
/s/ Gina Scianni
|
|
(Signature)
|
|
Gina Scianni
Authorized Signatory
|
|
(Name/Title)
|
CUSIP No. 758338305
|
October 25, 2024
|
|
(Date)
|
|
WHITEBOX ADVISORS LLC
|
|
/s/ Gina Scianni
|
|
(Signature)
|
|
Gina Scianni
Associate General Counsel & Deputy Chief Compliance Officer
|
|
(Name/Title)
|
|
October 25, 2024
|
|
(Date)
|
|
WHITEBOX GENERAL PARTNER LLC
|
|
/s/ Gina Scianni
|
|
(Signature)
|
|
Gina Scianni
Authorized Signatory
|
|
(Name/Title)
|
|
October 25, 2024
|
|
(Date)
|
|
WHITEBOX MULTI-STRATEGY PARTNERS, LP
|
|
/s/ Gina Scianni
|
|
(Signature)
|
|
Gina Scianni
Authorized Signatory
|
|
(Name/Title)
|
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