SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§240.13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

 

 

REED’S, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

758338107

(CUSIP Number)

Daniel P. Hart

280 Congress Street, 12th Floor, Boston, Massachusetts 02210

Tel: (617) 772-4600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 14, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 758338107    Schedule 13D/A    Page 2 of 6 Pages

 

  1   

NAME OF REPORTING PERSON

 

Raptor/Harbor Reeds SPV LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a):  ☐        (b):  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

2,960,000 *

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

2,960,000 *

   10   

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,960,000

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.93%**

14  

TYPE OF REPORTING PERSON

 

OO (Limited Liability Company)

 

* Includes 710,000 shares of Common Stock issuable upon exercise of currently-exercisable warrants and an additional 350,000 shares of Common Stock issuable upon exercise of a warrant that becomes exercisable on January 13, 2018 (collectively, the “Warrants”). Also includes 1,133,333 shares of Common Stock issuable upon conversion of the Issuer’s Convertible Non-Redeemable Secured Promissory Note in the original principal amount of $3,400,000 (the “Note”).
** The calculation is based on 17,479,591 shares of Common Stock, which is the sum of (i) the 15,286,258 shares of Common Stock outstanding as of November 1, 2017, as reported in the Issuer’s Registration Statement on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2017 plus (ii) 1,060,000 Shares issuable to the Reporting Person upon exercise of the Warrants plus (iii) 1,133,333 Shares issuable to the Reporting Person upon conversion of the Note.


CUSIP No. 758338107    Schedule 13D/A    Page 3 of 6 Pages

 

This Schedule 13D/A amends and restates in its entirety the statement on Schedule 13D filed by the Reporting Person with the SEC on July 21, 2017, as previously amended by Amendment No. 1 thereto filed by the Reporting Person with the SEC on August 23, 2017.

 

Item 1. Security and Issuer

This statement on Schedule 13D/A relates to shares (the “Shares”) of the common stock, par value $0.0001 per share (the “Common Stock”) of Reed’s Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 13000 South Spring Street, Los Angeles, California 90061.

 

Item 2. Identity and Background

(a) This statement on Schedule 13D/A is being filed by Raptor/Harbor Reeds SPV LLC, a Delaware limited liability company (the “Reporting Person”). The Reporting Person is filing this Schedule 13D/A to report the beneficial ownership of additional Shares. Such additional Shares are issuable upon exercise of a Warrant that will become exercisable on January 13, 2018.

(b) The address of the principal office of the Reporting Person is 280 Congress Street, 12th Floor, Boston, Massachusetts 02210.

(c) The name, residence or business address, present principal occupation or employment and citizenship (or state of organization) of each director, executive officer, trustees, general partner, managing member, control person of the Reporting Persons are listed on Schedule I hereto. The principal business of the Reporting Person is to hold shares of Common Stock and other securities of the Issuer.

(d) During the last five years, neither the Reporting Person nor any of the persons named in Schedule I has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the last five years, neither the Reporting Person nor any of the persons named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person purchased the issued Shares, and will purchase the shares of Common Stock issuable upon exercise of the Warrants and conversion of the Note, in the ordinary course of its business as a private investment fund utilizing the Reporting Person’s working capital. The purchase price paid for the issued Shares was $1,150,000, the purchase price paid for the Note was $3,400,000 and the aggregate purchase price to be paid upon exercise of the Warrants will be $1,768,000, representing an aggregate purchase price of $6,318,000.

 

Item 4. Purpose of Transaction

The Reporting Person acquired the issued Shares, and will acquire the Shares issuable upon exercise of the Warrants and conversion of the Note, for investment purposes, and such purchases have been, and will be, made in the Reporting Person’s ordinary course of business.

The Reporting Person expects to review from time to time its investment in the Issuer and may, depending on the market and other conditions: (i) exercise its warrants and covert the Note, (ii) purchase additional shares of Common Stock, warrants, convertible debt, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (iii) sell all or a portion of the Shares now beneficially owned or any shares of Common Stock or related derivatives hereafter acquired by it. Except as set forth in this Item 4, the Reporting Person has no present plans or proposals which relate to or would result in any of the matters set forth in paragraphs


CUSIP No. 758338107    Schedule 13D/A    Page 4 of 6 Pages

 

(a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

The percentage of the Issuer’s Common Stock reported owned by the Reporting Person and each other person named herein is based upon 17,479,591 shares of Common Stock, which is the sum of (i) the 15,286,258 shares of Common Stock outstanding as of November 1, 2017, as reported in the Issuer’s Registration Statement on Form 10-Q filed with the SEC on November 14, 2017 plus (ii) 1,060,000 Shares issuable to the Reporting Person upon exercise of the Warrants plus (iii) 1,133,333 Shares issuable to the Reporting Person upon conversion of the Note.

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this statement on Schedule 13D/A is hereby incorporated by reference.

No person other than the Reporting Person is known to have the power to direct the receipt of, dividends from, or proceeds from the sale of, the Shares. The investors in the Reporting Person have the right to participate in the receipt of dividends from, and in the proceeds from the sale of, the Shares in accordance with their respective membership interests in the Reporting Person.

No transactions have been effected by the Reporting Person during the past 60 days.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit No.

  

Description

1.    Form of 2017-1 Warrant -- Incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 24, 2017
2.    Form of 2017-2 Warrant -- Incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 24, 2017
3.    Form of 2017-3 Warrant -- Incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on July 14, 2017
4.    Warrant Exercise Agreement by and between Reed’s Inc. and Raptor/Harbor Reeds SPV LLC dated July 13, 2017 -- Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on July 14, 2017
5.    Form of Subordinated Convertible Non-Redeemable Secured Promissory Note dated April 21, 2017 -- Incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 24, 2017


CUSIP No. 758338107    Schedule 13D/A    Page 5 of 6 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement on Schedule 13D/A is true, complete and correct.

Dated: November 17, 2017

 

RAPTOR/HARBOR REEDS SPV LLC
By: RAPTOR HOLDCO GP LLC

Manager

   /s/ Daniel P. Hart

        Daniel P. Hart
        General Counsel of Manager


CUSIP No. 758338107    Schedule 13D/A    Page 6 of 6 Pages

 

SCHEDULE I

The name, principal occupation or employment, business address, citizenship (or state of organization) and shares of Common Stock of the Issuer beneficially owned by each manager, executive officer, director or control person of the Reporting Person are set forth below.

 

Name

  

Present Principal Occupation or

Employment

  

Business
Address

  

Citizenship

  

Beneficial
Ownership of
Shares

Raptor Holdco GP LLC    Manager of the Reporting Person    (1)    Delaware    2,960,000 (3)
James J. Pallotta    Chairman and Managing Director of Raptor Capital Management LP    (1)    United States    142,700 (4)
Robert Needham    CFO of Raptor Capital Management LP    (1)    United States    -0-
Daniel Hart    General Counsel of Raptor Capital Management LP    (1)    United States    -0-
Daniel J. Doherty III    Co-Founder and Principal of Eastern Real Estate LLC    (2)    United States    20,000 (4)
Raptor Holdco LLC    Investment Management    (1)    Delaware    -0-

(1) The business address of these persons is 280 Congress Street, 12th Floor, Boston, Massachusetts 02210.

(2) Mr. Doherty’s business address is 120 Presidential Way, Suite 300, Woburn, Massachusetts 01801

(3) Raptor Holdco GP LLC disclaims beneficial ownership of the Shares held by the Reporting Person, except to the extent of its pecuniary interest therein as Manager of the Reporting Person.

(4) The Reporting Person disclaims beneficial ownership of these shares of Common Stock.