Offering Extended to Monday, December 21, 2009
LOS ANGELES, CA–(Marketwire – December 3, 2009) – Reed’s, Inc. (NASDAQ: REED) (NASDAQ: REEDR), announced today that the Company has increased the conversion rate of its Series B Convertible Preferred Stock (“Series B Preferred”) to seven (7) shares of common stock per share of Series B Preferred. The conversion price is now $1.43 per share. Investors may purchase Series B Preferred shares for $10.00 per share by exercising four (4) transferable rights (NASDAQ: REEDR).
Each share of Series B Preferred carries a five percent (5%) annual dividend for a term of three (3) years. The dividends are currently worth about $0.14 per common share, as valued by using the net present value formula using the Company’s cost of equity as the discount rate.
There are two reasons why the convertible preferred is worth more than the underlying shares into which they can be converted. First, preferred shares pay dividends while common stock usually doesn’t. As a result, the preferred investor receives all the upside potential of the common stock and more cash while he or she waits. Second, if something goes wrong, the preferred shares are more protected. Since the preferred shares are senior to common, the preferred shareholders receive all their investment back before the common shareholders are paid anything.
Subscription Period From November 16, 2009 to
December 21, 2009(2)
Last Day Rights May Be Traded December 16, 2009(2)
Expiration Date December 21, 2009(2)
(1) Assumes three day settlement.
(2) Unless the offering is extended.
The Company has distributed to each such holder one transferable right for every share of common stock owned on the record date of November 13, 2009. During the subscription period, the transferable rights are being traded on the NASDAQ Exchange (NASDAQ: REEDR). Each four (4) rights will entitle the holder to purchase one share of Series B Preferred at the subscription price of $10.00 per share. Each share of Series B Preferred carries a five percent (5%) annual dividend for a term of three (3) years, will have an initial stated value of $10.00 per share, and may be convertible into shares of common stock at a conversion ratio of seven (7) shares of common stock for each share of Series B Preferred held at the time of conversion, representing an initial conversion price of $1.43 per share, which is subject to adjustment. Rights holders who fully exercise their rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional shares that remain unsubscribed as a result of any unexercised rights in an amount equal to up to 400% of the shares of Series B Preferred for which such subscriber was otherwise entitled to subscribe. Shares of Series B Preferred that remain unsubscribed at the expiration of the rights offering will be reoffered to the public at $10.00 per share. Consummation of the rights offering is subject to customary closing conditions.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities may only be offered by means of a prospectus, additional copies of which may be obtained, when available, by contacting the information agent, MacKenzie Partners, Inc., at 105 Madison Avenue, New York, NY 10016, toll-free: (800) 322-2885, collect: (212) 929-5500 or via email at firstname.lastname@example.org.