SEC Form SC 13G/A filed by Reeds Inc. (Amendment)

Reed’s, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

758338107

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

1

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☒

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

 

 

 

6

SHARED VOTING POWER

 

 

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

IA

 

 

 

 

1

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☒

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

 

 

 

6

SHARED VOTING POWER

 

 

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

 

 

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☒

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

 

 

 

6

SHARED VOTING POWER

 

 

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 

 

 

Item 1.

(a).

Name of Issuer:

Reed’s Inc.

(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.:

758338107

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).

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(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);

(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:

Item 4.

Ownership.

(a)

Amount beneficially owned:

Each of WA and WGP is deemed to be the beneficial owner of 12,885,916 shares of Common Stock, as a result of WA’s clients’ ownership of (i) 8,765,018 shares of Common Stock and (ii) $10,711,250 principal amount and accrued interest of the Issuer’s Secured Convertible Promissory Notes (“Notes”), which are convertible into 44,483,819 shares of Common Stock based on the initial conversion rate of approximately 4.1530 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 Common Stock outstanding as a result of the conversion (the “Blocker”).

WMP may be deemed to be the beneficial owner of 7,445,194 shares of Common Stock, as a result of its ownership of 5,064,222 shares of Common Stock and $6,188,722.22 principal amount and accrued interest 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:

Each of WA and WGP is deemed to beneficially own 9.9% of the Common Stock. WMP may be deemed to beneficially own 5.7% of the Common Stock.

Percent of class is calculated based on 126,039,873 shares of Common Stock outstanding as of December 31, 2022, as provided by the Issuer, plus the 4,120,898 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)(i)(1) under the Act.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

12,885,916

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

12,885,916

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

7,445,194

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

7,445,194

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 owner 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.

Not Applicable

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

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.

February 14, 2023

(Date)

WHITEBOX ADVISORS LLC

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Deputy Chief Compliance Officer & Legal Counsel

(Name/Title)

February 14, 2023

(Date)

WHITEBOX GENERAL PARTNER LLC

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Authorized Signatory

(Name/Title)

February 14, 2023

(Date)

WHITEBOX MULTI-STRATEGY PARTNERS, LP

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Authorized Signatory

(Name/Title)

February 14, 2023

(Date)

WHITEBOX ADVISORS LLC

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Deputy Chief Compliance Officer & Legal Counsel

(Name/Title)

February 14, 2023

(Date)

WHITEBOX GENERAL PARTNER LLC

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Authorized Signatory

(Name/Title)

February 14, 2023

(Date)

WHITEBOX MULTI-STRATEGY PARTNERS, LP

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Authorized Signatory

(Name/Title)