UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Reed’s, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of
Securities)
758338107
(CUSIP Number)
Ning Liu, Esq.
King & Wood Mallesons
50th Floor, 500 Fifth Avenue
New York, NY 10110
United States of America
Telephone: +1 212 319 4755
(Name, Address
and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 10, 2024
(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/A,
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 the 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 (“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).
This Schedule 13D/A amends and restates in its entirety the
statement on Schedule 13D filed by the Reporting Persons with the SEC on June 5, 2023.
| 1 |
NAME OF REPORTING PERSONS
D&D Source of Life Holding Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
4,661,445 (including 232,108 shares issuable upon exercise
of the Warrants) |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
4,661,445 (including 232,108 shares issuable upon exercise
of the Warrants) |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,661,445 (including 232,108 shares issuable upon exercise
of the Warrants) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
55.4%1 |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| |
|
|
|
|
1 The
percentage of the class of securities beneficially owned by each Reporting Person assumes the exercise of the reported warrants. The
percentage is calculated using a denominator of 8,419,399 based on the sum of (i) 4,187,291 shares of common stock outstanding
as of August 1, 2024 as disclosed in the Issuer’s Form 10-Q filed on August 13, 2024 and (ii) 4,000,000
shares of common Stock issued upon the closing of the Purchase Agreement, and (iii) 232,108 currently exercisable warrants.
| 1 |
NAME OF REPORTING PERSONS
DENG Shufen |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE OF FUNDS (See Instructions)
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR, People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
4,661,445 (including 232,108 shares issuable upon exercise
of the Warrants) |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
4,661,445 (including 232,108 shares issuable upon exercise
of the Warrants) |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,661,445 (including 232,108 shares issuable upon exercise
of the Warrants) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
55.4%1 |
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| |
|
|
|
|
| Item 1. |
Security and Issuer. |
The class of equity securities to which this Schedule
13D/A relates is the shares of common stock, par value US$0.0001 per share, of Reed’s, Inc., a Delaware corporation (the “Issuer”).
The Issuer’s principal executive offices are located at 201 Merritt 7, Norwalk, CT 06851.
| Item 2. |
Identity and Background. |
(a) D&D
Source of Life Holding Ltd. (“D&D”) and DENG Shufen are collectively referred to herein as “Reporting Persons,”
and each, a “Reporting Person.” This Schedule 13D/A is being filed jointly on behalf of the Reporting Persons. A Joint Filing
Agreement between the Reporting Persons is attached hereto as Exhibit A.
DENG Shufen is the sole shareholder of D&D
and may be deemed to have the voting and dispositive power over the securities of the Issuer directly held by D&D.
(b) The
principal business address of each Reporting Person is Genesis Building, 5th Floor, Genesis Close, George Town, PO Box 446, Grand Cayman,
Cayman Islands, KY1-1106.
(c) D&D
is principally engaged in production and sale of mineral water, purified water, sparkling water, beverages, and functional drinks; as
well as the production and sale of various fungal products, functional foods, and sugar substitute products. DENG Shufen is the sole
shareholder of D&D.
(d) During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The
citizenship of each Reporting Person is as follows:
D&D: Cayman Islands;
DENG Shufen: Hong Kong SAR, People’s Republic
of China.
| Item 3. |
Source and Amount of Funds
or Other Consideration. |
Funds
for the purchase of the shares of Common Stock reported herein were derived from general working capital of D&D. A total of $4,903,192
was paid to acquire for a total of 3,268,795 shares of common stock, comprising $3,000,000 converted from previously funded Simple
Investment for Future Equity (“SAFE”), with the balance of $1,903,192 paid in cash.
The
information set forth in Item 4 of this Statement is incorporated by reference in this Item 3.
| Item 4. |
Purpose of Transaction. |
As disclosed in the Issuer’s Current Report
on Form 8-K filed by the Issuer on September 12, 2024, D&D entered into the respective agreements as below on September 9,
2024:
(i) The Issuer, D&D as the lead investor,
and certain of the Issuer’s affiliates entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant
to which the investors agreed to purchase in a private placement an aggregate of 4,000,000 shares of common stock at a per share price
of $1.50 (this transaction, the “Private Placement”). D&D’s subscription included
a conversion of $3,000,000 from SAFE, which had been previously funded, for 2,000,000 shares of common stock. The remaining amount, totaling
$1,903,192, was paid in cash to acquire 1,268,795 shares of common stock.
(ii) The Issuer and the investors of the
Private Placement entered into a registration rights agreement, pursuant to which the Issuer granted customary registration rights to
the investors.
The Reporting Persons intend to review their investment
in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect
to their investment or the Issuer, including communicating with the board of directors of the Issuer, members of management or other
security-holders of the Issuer, lenders to the Issuer, or other third parties from time to time, taking steps to implement a course of
action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors,
to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and actions may be preliminary
and exploratory in nature, and not rise to the level of a plan or proposal. Notwithstanding anything contained herein, the Reporting
Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision
as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take
into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other
developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes
in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of
the securities of the Issuer. The Reporting Persons may also take one or more actions described in subparagraphs (a) – (j) of
Item 4 of Schedule 13D.
| Item 5. |
Interest in Securities of
the Issuer. |
(a)–(b) The responses
of each Reporting Person to Rows (7) to (13) of the cover pages of this Schedule 13D/A are hereby incorporated by reference
in this Item 5. The percentage of the class of securities beneficially owned by each Reporting Person used in this Schedule 13D/A as
of the date hereof is calculated based on the sum of (i) 4,187,291 shares of common stock outstanding as of August 1, 2024
as disclosed in the Issuer’s Form 10-Q filed on August 13, 2024 and (ii) 4,000,000 shares of common Stock issued
upon the closing of the Purchase Agreement.
Except as disclosed in this Schedule 13D/A, none
of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the
ordinary shares which it may be deemed to beneficially own.
(c) Not
applicable.
(d) No
person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any securities owned by either of the Reporting Persons.
(e) Not
applicable.
| Item 6. |
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer. |
The
information set forth in Item 4 of this Statement is incorporated by reference in this Item 6.
To the best knowledge of the Reporting Persons,
except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any
of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency,
the occurrence of which would give another person voting power over the securities of the Issuer.
| Item 7. |
Materials to be Filed as
Exhibits. |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 13, 2024
| D&D Source
of Life Holding Ltd. |
By: |
/s/
DENG Shufen |
| |
Name: |
DENG Shufen |
| |
Title: |
Director |
| |
|
|
| DENG Shufen |
By: |
/s/
DENG Shufen |
Reeds (QX) (USOTC:REED)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Reeds (QX) (USOTC:REED)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
