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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 30, 2021

 

REED’S, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-32501   35-2177773

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

201 Merritt 7, Norwalk, CT 06851

(Address of principal executive offices and zip code)

 

Not applicable

(Former name or former address if changed since last report)

 

Registrant’s telephone number, including area code: (203) 890-0557

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchanged on Which Registered
Common Stock, $.0001 par value per share   REED   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Final Voting Results

 

At the Reed’s Inc. 2021 Annual Meeting of Stockholders on December 30, 2021, the stockholders of Reed’s Inc., a Delaware corporation (“Reed’s”) elected all of the nominees to the board of directors.

 

In addition, the stockholders:

 

● adopted and approved the amendment to Reed’s, Inc. 2020 Equity Incentive Plan (“2020 Plan”) to increase the number of shares available under the 2020 Plan from 8,500,000 to 15,000,000,
● approved the amendment to the Certificate of Incorporation increasing the number of authorized common shares from 120,000,000 to 180,000,000,
● ratified the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for fiscal 2022,
● and granted the board of directors the authority to amend the certificate of incorporation to effect a reverse stock split of issued and outstanding shares of common stock at a ratio between 1-for-2 and 1-for-5, inclusive.

 

Of the 93,729,329.95 shares of common stock outstanding on the record date of November 10, 2021, a total of 65,939,843 shares were voted in person or by proxy, representing 70.35% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of the outstanding shares entitled to vote. Votes were cast as follows:

 

1. To elect John J. Bello, Norman E. Snyder, Jr., Lewis Jaffe, James C. Bass, Louis Imbrogno Jr. and Rhonda Kallman to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification:

 

          Vote           Broker  
    Vote For     Against     Abstentions     Non-Vote  
John J. Bello     41,729,361       3,091,874       949,587       20,169,021  
Norman E. Snyder, Jr.     41,094,574       3,727,535       948,713       20,169,021  
Lewis Jaffe     35,924,221       8,592,289       1,254,312       20,169,021  
James C. Bass     36,303,652       8,410,250       1,056,920       20,169,021  
Louis Imbrogno Jr.     41,588,911       3,122,604       1,059,307       20,169,021  
Rhonda Kallman     43,315,587       1,991,251       463,984       20,169,021  

 

2. To approve the amendment to the 2020 Plan to increase the number of shares available under the 2020 Plan from 8,500,000 to 15,000,000:

 

      Vote           Broker  
Vote For     Against     Abstentions     Non-Vote  
33,347,244       12,163,863       259,715       20,169,021  

 

 

 

 

3. To amend Certificate of Incorporation to increase authorized shares of common stock from 120,000,000 to 180,000,000:

 

      Vote        
Vote For     Against     Abstentions  
59,658,341       5,954,124       327,377  

 

4. To ratify the selection of Weinberg & Company, P. A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

 

      Vote        
Vote For     Against     Abstentions  
63,421,972       2,135,662       382,209  

 

5. To give the board of directors the authority to amend the certificate of incorporation to effect a reverse stock split of issued and outstanding shares of common stock at a ratio between 1-for-2 and 1-for-5, inclusive:

 

      Vote        
Vote For     Against     Abstentions  
60,836,872       4,566,054       536,918  

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  REEDS, INC.,
  a Delaware corporation
     
Dated: January 5, 2022 By: /s/ Thomas J. Spisak
    Thomas J. Spisak,
    Chief Financial Officer

 

 

 

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