Source Capital Group, Inc. to Act as Dealer Manager
Proceeds of Financing May Reach $2 Million
LOS ANGELES, CA–(Marketwire – November 5, 2009) – Reed’s Inc. (NASDAQ: REED), maker of the top-selling sodas in natural food stores nationwide, announced today that the Company has set the close of trading on the NASDAQ Exchange on November 13, 2009 as the record date for its previously announced rights offering of Series B Convertible Preferred Stock.
Under the terms of the rights offering, the Company will distribute at no charge to the holders of its common stock as of the record date transferable rights to purchase up to an aggregate of 225,000 shares of Series B Convertible Preferred Stock (“Series B Preferred”) convertible into 1,125,000 shares of common stock. The last day to buy stock of Reed’s in order to receive the rights is November 10, 2009. In the rights offering, the Company will distribute to each such holder one transferable right for every share of common stock owned on the record date. During the subscription period, the transferable rights shall be 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 five (5) shares of common stock for each share of Series B Preferred held at the time of conversion, representing an initial conversion price of $2.00 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.
The Company anticipates the following important dates for the rights offering. These dates are subject to change, and you should review the prospectus to determine the actual dates related to the rights offering.
Last Day to Buy Stock and Receive Rights November 10, 2009(1)
Shares Trade Ex-Rights November 11, 2009
Record Date November 13, 2009
Subscription Period From November 16, 2009 to
December 14, 2009(2)
Rights Eligible for Trading November 17, 2009
Last Day Rights May Be Traded December 09, 2009(2)
Expiration Date December 14, 2009(2)
(1) Assumes three day settlement.
(2) Unless the offering is extended.
A registration statement related to these securities has been filed with the Securities and Exchange Commission and has become effective. As soon as practicable, the Company expects to mail to holders of common stock as of the close of business on the record date a prospectus for the rights offering accompanied by a subscription rights exercise notice and related information for exercising the rights.
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.