UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14C
(RULE
14c-101)
INFORMATION
REQUIRED IN Information STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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by Registrant ☒
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by a Party other than the Registrant ☐
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the appropriate box:
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Preliminary
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Confidential,
for use of the Commission only (only as permitted by Rule 14c-5(d)(2)) |
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Definitive
Information Statement |
REED’s,
INC.
(Name
of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
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fee required. |
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Fee
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Fee
computed on table in exhibit required by Item 25(b) of Schedule (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange
Act Rules 14c-5(g) and 0-11 |
501
Merritt 7 Corporate Park, Norwalk, Connecticut 06851
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
To
Our Stockholders:
This
Information Statement is first being mailed on or about December 30, 2024 to the holders of record of the outstanding common stock, $0.0001
par value per share (our “Common Stock”) on November 21, 2024 (the “Record Date”), pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Information Statement relates to actions
taken by written consent in lieu of a meeting, on December , 2024, (the “Written Consent”)
by D&D Source of Life Holding, Ltd., the stockholder of our company that owned a majority of the outstanding shares of Common Stock
(“D&D” or the “Majority Stockholder”) as of the Record Date. Except as otherwise indicated by the
context, references in this Information Statement to “Reed’s”, the “company,” “we,”
“us,” or “our” are references to Reed’s, Inc.
The
Written Consent:
1.
approved the election of Shufen Deng, Norman E. Snyder, Jr., Lewis Jaffe, Randle Lee Edwards, and Sam Van to serve a one-year term
until their respective successors are duly elected and qualified or until their death, resignation, removal or
disqualification;
2.
ratified the selection of the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for
the fiscal year ending December 31, 2025; and
3.
approved an amendment to our Amended and Restated Bylaws giving the Chairman of our board of directors or holders of the majority of
shares of our Common Stock the right to call special meetings of stockholders, to give the Chairman the right to call special
meeting of the board, and further to give the holders of the majority of shares of our Common Stock the right to fill vacancies on
our board;
4.
approved an amendment to our Certificate of Incorporation, as amended, decreasing the authorized shares of Common Stock from
180,000,000 to 60,000,000.
As
described in this Information Statement, the foregoing actions were approved unanimously by our board and subsequently by the Majority
Stockholder, adopted by written consent resolutions approving the actions.
The
Written Consent constitutes the consent of a majority of the total number of shares of outstanding Common Stock and is sufficient under
the General Corporation Law of the State of Delaware (“DGCL”) and our Bylaws to approve the actions described herein. Accordingly,
they are not presently being submitted to our other stockholders for a vote. Pursuant to Rule 14c-2 under the Securities Exchange Act
of 1934, as amended, the actions described herein will not be implemented until a date at least 20 days after the date on which this
Information Statement has been first mailed to the stockholders.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED
HEREIN PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
We
are providing this information statement to our stockholders over the Internet. This reduces our environmental impact and our costs while
ensuring our stockholders have timely access to this important information. Accordingly, stockholders of record at the close of business
on November 21, 2024, will receive a Notice of Internet Availability of Information Statement Materials (the “Notice of Internet
Availability”) with details on accessing these materials. Beneficial owners of Reed’s common stock at the close of business
on November 21 2024, will receive separate notices on behalf of their brokers, banks or other intermediaries through which they hold
shares.
| |
By
Order of the Board of Directors, |
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|
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|
| |
Shufen
Deng |
| |
Chairman
|
| |
|
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December
, 2024 |
INFORMATION
STATEMENT
IN
LIEU OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| |
| IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF MATERIALS |
| |
IMPORTANT
The
Information Statement and our Annual Report on Form 10-K for the fiscal period ended December 31, 2023 (the “Annual Report”)
are available at www.okapivote.com/REEDS.
In
accordance with U.S. Securities and Exchange Commission (the “SEC”) rules, we are providing access to our materials over
the Internet to our stockholders rather than in paper form, which reduces the environmental impact and our costs. Accordingly, if you
are a stockholder of record, a one-page Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”)
has been mailed to you on or about December , 2024. Stockholders of record may access the proxy materials on the website listed above
or request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability.
If you are a beneficial owner, you will not receive a Notice of Internet Availability directly from us, but your broker, bank or other
intermediary will forward you a notice with instructions on accessing the materials.
TABLE
OF CONTENTS
MAJORITY STOCKHOLDER
On
the record date, the company had 30,665,365 shares of Common Stock outstanding and D&D held 26,907,401 shares of Common Stock, representing
87.7% of Reed’s issued and outstanding Common Stock.
ELECTION
OF DIRECTORS
Our
bylaws provide that the number of directors on the board shall be not less than one or more than nine. The board is empowered to fix
the number of directors from time to time and it is currently set at five.
On
November 1, 2024, the board unanimously recommended the election of Shufen Deng, Norman E. Snyder, Jr., Randle Lee Edwards, Lewis Jaffe
and Sam Van to the stockholders. The election each of Shufen Deng, Norman E. Snyder, Jr., Randle Lee Edwards, Lewis Jaffe and Sam Van
was approved pursuant to the Written Consent and each of them will serve as a director until our 2025 annual stockholders’ meeting
and until their respective successors are duly elected and qualified or earlier resignation or removal.
DirectorS
All
director nominees are currently serving as members of the board. The names and ages of the nominees are set forth in the table below:
| Name |
|
Age |
|
Position |
| Shufen
Deng |
|
60 |
|
Chairman |
| Norman
E. Snyder, Jr. |
|
63 |
|
Director,
Chief Executive. Officer |
| Lewis
Jaffe |
|
67 |
|
Director |
| Randle
Lee Edwards |
|
59 |
|
Director |
| Sam
Van |
|
46 |
|
Director |
Biographies
Shufen
Deng was appointed to the board on July 7, 2023. Mrs. Deng is the sole shareholder and director of the Majority Stockholder.
Ms. Deng is the Majority Stockholder’s non-independent designee. From April 2017 through March 2021, Ms. Deng served as Chairman
and General Manager of Baolingbao Biology Co., Ltd. (China), and she continues to serve as a member of its board of directors and as
a member of its compensation committee. Prior, she served for seven years as a judge in China.
Norman
E. Snyder, Jr. was appointed as Chief Executive Officer and director of Reed’s effective March 1, 2020. Prior to his promotion,
Mr. Snyder served as Chief Operating Officer of Reed’s from September 2019 through February 29, 2020. Prior to joining Reed’s,
Mr. Snyder served as President and Chief Executive Office for Avitae USA, LLC, an emerging premium new age beverage company that markets
and sells a line of ready-to-drink caffeinated waters. Prior to Avitae, he served as the President and Chief Operating Officer for Adina
For Life, Inc., President and Chief Executive Officer of High Falls Brewing Company, and Chief Financial Officer, and later Chief Operating
Officer of South Beach Beverage Company, known as SoBe. In prior experience, Mr. Snyder served as Controller for National Football League
Properties, Inc. and in various roles at PriceWaterhouseCoopers during an eight-year tenure. Mr. Snyder earned a B.S. in Accounting from
the State University of New York at Albany.
Lewis
Jaffe is the board’s governance expert. He has served as a director of Reed’s since October 19, 2016. Since August
2014, Mr. Jaffe has been teaching as an Executive-in-Residence and Clinical Faculty at the Fred Kiesner Center for Entrepreneurship,
Loyola Marymount University. Since January 2010, Mr. Jaffe has served as Chairman of the board for FitLife Brands Inc. (FTLF:OTCBB) and
serves on its audit, compensation and governance committees. Since 2006 he has served on the board of York Telecom, a private equity
owned company, and serves on its compensation and governance committees. From 2006 to 2008 Mr. Jaffe was Interim Chief Executive Officer
and President of Oxford Media, Inc. Mr. Jaffe has also served in executive management positions with Verso Technologies, Inc., Wireone
Technologies, Inc., Picturetel Corporation, and he was also previously a Managing Director of Arthur Andersen. Mr. Jaffe was the co-founder
of MovieMe Network. Mr. Jaffe also served on the board of Benihana, Inc. as its lead independent director from 2004 to 2012.
Mr.
Jaffe is a graduate of the Stanford Business School Executive Program, holds a Bachelor of Science from LaSalle University and holds
a Master’s Professional Director Certification from the American College of Corporate Directors, a public company director education
and credentialing program.
Randle
Lee Edwards is a corporate attorney with over 25 years of experience practicing in New York and China. He has advised Chinese,
U.S., and European companies on a broad range of public and private M&A transactions, including public mergers, stock and asset acquisitions
and dispositions, venture capital and private equity deals, as well as the establishment or dissolution of joint ventures. He has served
as a member of the supervisory board of Whirlpool (China) Co. Ltd. (Shanghai, China) since March 2023. Previously, he served as Of Counsel
to Sherman & Sterling LLP (Beijing, China), from January 2020 to March 2021. Mr. Edwards was a partner at Sherman & Sterling,
LLP from January 2001 to December 2019. Mr. Edwards is proficient in Mandarin and is a member of the State Bar of New York. Mr. Edwards
holds a J.D. from Columbia University School of Law and a B.A from Columbia College.
Sam
Van is the founder and Chief Executive Officer of SRO Partners. Prior, from 2023 through 2024, he served as Senior Vice President,
Head of Advisory Services at Freedom U.S. Markets. From 2017 through 2023, he was the President and a Director of Deltec Investment Advisor
Limited. Mr. Van brings extensive expertise in capital markets, business development, and regulatory compliance, having held leadership
roles at the New York Stock Exchange, FINRA, and Global Markets Advisory Group, among others. Mr. Van currently serves on the board of
directors of Relm Insurance Ltd Relm Insurance, a private company based in the Bermuda. He also serves as a Senior Board Advisor at RKtech,
a prominent international software company in Vietnam. Mr. Van holds an MBA from Cornell University and a Bachelor of Science in Finance
from St. John’s University.
Independence
of Director Nominees
Our
board has affirmatively determined, after considering all the relevant facts and circumstances, upon recommendation from the Governance
Committee, that each of Lewis Jaffe, Randle Lee Edwards and Sam Van are independent, as “independence” is defined under the
applicable rules and regulations of the SEC and the listing standards of Nasdaq, and does not have a relationship with us (either directly
or as a partner, stockholder, or officer of an organization that has a relationship with us) that would interfere with their exercise
of independent judgment in carrying out their responsibilities as directors.
Arrangements
and Understandings for Director Nominations
D&D
was the lead investor in Reed’s PIPE transaction
which closed on March 25, 2023. As part of the PIPE transaction, the parties entered into a shareholders agreement dated May 25, 2023,
pursuant to which the company agreed to support D&D’s nomination of up to two board designees, one of which was
required to be an independent director, subject to recommendation of the governance committee of the Board. Further, pursuant to the shareholder agreement, (i) D&D was granted
customary preemptive rights to purchase its pro rata portion of the equity securities offered by the company from time to time and (ii)
the parties agreed to cooperate on a joint venture to introduce and market Reed’s products in the Asian market, with particular
focus on the Greater China Area, and to develop a new Omega-3 beverage product.
Subsequently,
D&D invested $3,000,000 in the company’s SAFE vehicles. Pursuant to its SAFE, (i) D&D director
designation rights were reaffirmed and expanded to include one additional independent director. Further, the parties agreed to limit
the size of the board to nine (9) directors and maintain D&D’s director designation rights so long as D&D
continues to beneficially owns 25% or more of the company’s issued and outstanding common stock.
Mrs.
Deng, the sole shareholder and sole director of D&D, is a director designee of D&D.
Messrs.
Edwards and Van are D&D’s independent director designees. Our board has determined this relationship does not interfere
with either of their independence.
To
our knowledge, there is no other arrangement or understanding between any of our directors and any other person, including officers and
directors, pursuant to which the director was selected as a nominee.
Other
Directorships
Other
than Lewis Jaffe, no directors or director nominees of the company have been during the last five years or currently are directors of
other issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic
reports under the Exchange Act) or registered investment company. Mr. Jaffe’s other directorships are described above in his biography
under “Election of Directors – Biographies”.
Skills
and Qualifications of the Nominees
The
board believes that the qualifications of the nominees, as set forth in their biographies, which are listed above, give them the qualifications
and skills to serve as directors of the company.
Certain
Legal Events
To
our knowledge, none of our directors or director nominees has been involved in legal events that are required to be pursuant to Item
401(f) of Regulation S-K during the past ten years that are material to the person’s ability or integrity.
Material
Adverse Events
To
our knowledge, there are no current material legal proceedings in which a director, director nominee or any associate of these parties
is adverse to the company or has a material interest adverse to the company or its subsidiaries.
DIRECTOR
COMPENSATION
Director
Compensation
The
following table summarizes the compensation paid to our non-employee directors for the year ended December 31, 2023:
| Name | |
Fees Earned or
Paid in Cash | | |
Stock Awards | | |
Option
Awards | | |
Non-Equity
Incentive Plan
Compensation | | |
All Other
Compensation | | |
Total | |
| John J. Bello* | |
$ | 50,000 | | |
| | | |
| - | | |
| - | | |
| - | | |
$ | 50,000 | |
| Lewis Jaffe | |
$ | 50,000 | | |
| | | |
| - | | |
| - | | |
| - | | |
$ | 50,000 | |
| James C. Bass* | |
$ | 50,000 | | |
| | | |
| - | | |
| - | | |
| - | | |
$ | 50,000 | |
| Louis Imbrogno, Jr.* | |
$ | 50,000 | | |
| | | |
| - | | |
| - | | |
| - | | |
$ | 50,000 | |
| Thomas W. Kosler* | |
$ | 50,000 | | |
| | | |
| - | | |
| - | | |
| - | | |
$ | 50,000 | |
| Shufen Deng | |
$ | - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
$ | - | |
| Randle Lee Edwards | |
$ | - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
$ | - | |
| Leon M. Zaltzman* | |
$ | - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
$ | - | |
*Former
Directors
BOARD
STRUCTURE
Leadership
Structure
The
board does not have a policy as to whether the Chairman should be an independent director or a member of management. Instead, the board
remains free to make this determination from time to time in a manner that seems most appropriate for the company. We currently have
separate Chairman and Chief Executive Officer positions. Shufen Deng, who is a designee of the Majority Stockholder, is not an independent
director and serves as Chairman. The current separation of the Chairman and Chief Executive Officer roles allows the Chief Executive
Officer to focus his time and energy on operating and managing Reed’s and leverage the experience and perspectives of the Chairman.
Our board has determined that its current structure, with separate Chairman and Chief Executive Officer roles is in the best interests
of the company and its stockholders at this time.
The
board believes its programs for overseeing risk, as described below under “Risk Oversight”, would be effective under a variety
of leadership frameworks and therefore do not materially affect its choice of leadership structure.
Board
Composition
As
of the date of this Information Statement, board has five directors and the following three standing committees: an Audit Committee,
a Compensation Committee and a Governance Committee. The table below sets forth the composition of each of the committees of the board.
| |
|
Audit
Committee |
|
Compensation
Committee
|
|
Corporate
Governance
Committee |
| Shufen
Deng (1) |
|
|
|
C |
|
|
| Norman
E. Snyder, Jr. |
|
|
|
|
|
|
| Lewis
Jaffe |
|
M |
|
M |
|
C |
| Randle
Lee Edwards |
|
M |
|
M |
|
M |
| Sam
Van |
|
C
|
|
M |
|
M |
(1)
Chairman of Board
C
- Chairman of Committee
M
- Member
Audit
Committee
Our
Audit Committee currently consists of Sam Van (Chair), Randle Lee Edwards and Lew Jaffe, each of whom is independent within the meaning
of the rules of the SEC and Nasdaq rules. Our board has determined that, based on his professional qualifications and experience described
above, Sam Van is an audit committee financial expert as defined under the rules of the SEC, and that each member of the Audit Committee
is able to read and understand fundamental financial statements as required by Nasdaq rules.
The
primary functions of the Audit Committee are to oversee: (i) the audit of our consolidated financial statements provided to the SEC and
our stockholders; (ii) our internal financial and accounting processes; (iii) the independent audit process; and (iv) compliance with
our Code of Ethics, as well as conflicts of interest and related party transactions. Additionally, the Audit Committee has responsibilities
and authority necessary to comply with Rules 10A-3(b)(2), (3), (4), and (5) of the Exchange Act, concerning the responsibilities relating
to: (a) registered public accounting firms, (b) complaints relating to accounting, internal accounting controls or auditing matters,
(c) authority to engage advisors, and (d) funding. These and other aspects of the Audit Committee’s authority are more particularly
described in the Audit Committee Charter.
Compensation
Committee
Our
Compensation Committee currently consists of Shufen Deng (Chair), Lewis Jaffe, Sam Van and Randle Lee Edwards. Lewis Jaffe, Sam Van and
Randle Lee Edwards are each an independent director under Nasdaq rules, a “non-employee director” within the meaning of Rule
16b-3 under the Exchange Act, and otherwise independent under the rules and regulations of the SEC.
The
functions performed by the Compensation Committee include reviewing and approving all compensation arrangements for our executive officers
and administering our equity incentive plans and programs. The Compensation Committee makes all final compensation decisions for our
executive officers, including equity grants. The Compensation Committee expects to periodically review the approach to executive
compensation and to make changes as competitive conditions and other circumstances warrant and will seek to ensure the company’s
compensation philosophy is consistent with the company’s best interests and is properly implemented.
The
Compensation Committee determines or recommends to the board for determination the specific compensation of the company’s Chief
Executive Officer and all of the company’s other executive officers. Although the Committee may seek the input of the company’s
Chief Executive Officer in determining the compensation of the company’s other executive officers, the Chief Executive Officer
may not be present during the voting or deliberations with respect to his compensation. The Compensation Committee considers several
factors, including the achievement by the company of pre-established performance objectives, the general performance of the company and
the individual officers and other factors that may be relevant.
The
Compensation Committee has determined that no risks exist arising from the company’s compensation policies and practices for its
employees that are reasonably likely to have a material adverse effect on the company. The Compensation Committee has the authority to
retain a compensation consultant or other advisors to assist it in the evaluation of compensation and has the sole authority to approve
the fees and other terms of retention of such consultants and advisors and to terminate their services.
Governance
Committee
Our
Governance Committee currently consists of Lewis Jaffe (Chair), Randle Lee Edwards and Sam Van, each of whom is an independent director
under Nasdaq rules.
The
Governance Committee identifies candidates for board membership. The Governance Committee seeks recommendations from existing board members,
executive officers of the company, and persons who own more than five percent (5%) of the company’s outstanding securities. The
Governance Committee has no stated specific minimum qualifications that must be met by a candidate for a position on the board. While
the Governance Committee does not have a formal policy on diversity, when considering the selection of director nominees, the Governance
Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural backgrounds, and professional expertise,
among other factors. The Governance Committee may, when appropriate, retain an executive search firm and other advisors to assist it
in identifying candidates for the board.
In
addition, the Governance Committee will consider any candidates that may have been recommended by any of the company’s stockholders
who have made those recommendations in accordance with the procedures described in the company’s Bylaws. In addition, such stockholder
recommendations must be accompanied by (i) such information about each prospective director nominee as would have been required to be
included in a proxy statement filed pursuant to the rules of the SEC had the prospective director nominee been nominated by the board
and (ii) that the prospective director nominee has consented to be named, if nominated, as a nominee and, if elected, to serve as a director.
Committee
Charters
We
have adopted charters for the Audit, Compensation, and Governance Committees describing the authority and responsibilities delegated
to each committee by our board. We post on our website, at www.drinkreeds.com (“Investor Relations” – “Governance”-“Governance
Documents”), the charters of our Audit, Compensation, and Governance Committees and any other corporate governance materials contemplated
by the SEC. These documents are also available in print to any stockholder requesting a copy in writing from our Chief Financial Officer
at our executive offices set forth in this Information Statement.
Board
Self-Evaluations
The
board periodically conducts self-evaluations to assess its adherence to its corporate governance guidelines and committee charters and
to identify opportunities to improve board performance.
Codes
of Ethics
Our
Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, are bound by a Principal Executive
Officer and Senior Financial Officers Code of Ethics that complies with Item 406 of Regulation S-K of the Exchange Act. You may access
our Principal Executive Officer and Senior Financial Officers Code of Ethics on our website at www.drinkreeds.com (“Investor Relations”
– “Governance”-“Governance Documents” - Principal Executive Officer and Senior Financial Officers Code
of Ethics”).
Pursuant
to Nasdaq and SEC rules, we also adopted a code of ethical business conduct that applies to all of our directors, officers and employees.
You may access our code of ethics on our website at www.drinkreeds.com (“Investor Relations” – “Governance”-“Governance
Documents”- “Code of Ethics”).Additionally, the code of ethical business conduct is included as Exhibit 14.1 to the
company’s Form 10-K, filed with the SEC on April 1, 2024.
Any
stockholder who so requests may obtain free copies of our ethics codes by submitting a written request to Joann Tinnelly, our Chief Financial
Officer. We intend to disclose any amendments to our codes and any waivers granted to our principal executive officer, our principal
financial officer, or any of our other employees performing similar functions via Form 8-K and on our website at www.drinkreeds.com,
within four business days after the amendment or waiver. Any disclosure regarding an amendment or waiver will remain available on our
website for at least 12 months after the initial disclosure.
There
have been no waivers granted with respect to either of our codes to any such officers or employees.
Risk
Oversight
Risk
is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic,
financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face.
Our board, as a whole and through its committees, has responsibility for the oversight of risk management.
Our
board receives updates at least quarterly from senior management and periodically from outside advisors regarding the various risks we
face including operational, cybersecurity, information technology, human capital, environmental, economic, financial, legal, regulatory
and competitive risks. Our board also reviews the various risks we identify in our filings with the SEC, as well as risks relating to
specific developments. Our management team maintains primary responsibility for the company’s risk management, and the board and
its committees rely on the representations of management, the external audit of our financial and operating results, our systems of internal
controls and our historically conservative practices when assessing the company’s risks.
The
Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s
assessment of risk exposures (including risks related to liquidity, credit, operations, and regulatory compliance, among others), and
the processes in place to monitor and control such exposures. The Governance Committee monitors the effectiveness of our corporate governance
policies and the selection of prospective board members and their qualifications, The Compensation Committee, in conjunction with the
Audit Committee, assesses and monitors whether any of the company’s compensation policies and programs have the potential to encourage
excessive risk-taking. In addition, the Compensation Committee reviews and monitors matters related to human capital management, including
diversity and inclusion initiatives and management of human capital risks. Each committee must report findings regarding material risk
exposures to the board as quickly as possible.
Certain
Policies
Equity
Ownership
The
company does not have a policy on equity ownership at this time.
Pledging
of Shares
The
ability of our directors and executive officers to pledge company stock for personal loans and investments is inherently related to their
compensation due to our use of equity awards and promotion of long-termism and an ownership culture. As such, the company has no policies
in place preventing or limiting any officer or directors’ ability to pledge their stock.
Insider
Trading
All
employees, officers and directors of the company or any of our subsidiaries are subject to our blackout policy. The policy prohibits
the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in
securities trading. The policy also prohibits trading in company securities during certain pre-established blackout periods around the
filing of periodic reports and the public disclosure of material information.
To
ensure compliance with the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain
from the purchase or sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans.
Anti
Hedging
We
do not currently have practices or policies relating to hedging in our securities.
Compensation
Recovery and Clawback Policies
Other
than legal requirements under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), we currently do not have any policies
in place in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount,
pursuant to which we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer. However, under
the Sarbanes-Oxley Act, our Chief Executive Officer and Chief Financial Officer may be subject to clawbacks in the event of a restatement.
Thus, the board has not deemed any additional recoupment policies to be necessary. We will continue to monitor regulations and trends
in this area.
Awards
granted under the 2020 Plan may be subject to forfeiture or recoupment as provided pursuant to any compensation recover or clawback policy
that the company may adopt or maintain from time to time.
Board
and Committee Meetings
Our
board has held routine and special meetings during the fiscal year-ended December 31, 2023. [No director attended fewer than 75% of the
aggregate of (i) the total number of meetings of our board and (ii) the total number of meetings held by all committees of our board
on which such director was a member.
of
our board members attended our 2023Annual Meeting of Stockholders
During
the fiscal year ended December 31, 2023 each of our Audit, Compensation and Governance Committees held [ ]
meetings.
Reed’s
does not need a policy for attendance of board members
at its annual meetings of stockholders. We encourage our directors to attend each annual meeting of stockholders.
Reed’s
does not have a policy for board meeting or committee
meeting attendance.
We
hold executive sessions in which non-employee directors will meet without the presence or participation of management, with at least
one of such sessions including only independent directors. An independent director is selected to chair the executive sessions.
Delinquent
Section 16A Reports
Under
Section 16 of the Exchange Act, Reed’s directors, executive officers and any persons holding more than 10% of Reed’s common
stock are required to report initial ownership of the Reed’s common stock and any subsequent changes in ownership to the SEC. Specific
due dates have been established by the SEC, and Reed’s is required to disclose in this Proxy Statement any failure to file required
ownership reports by these dates.
To
our knowledge, based solely upon a review of forms and amendments filed with the SEC during and pertaining to our fiscal year ended December
31, 2023, the following individuals each filed one late Form 4 representing one transaction (unless otherwise noted): John J. Bello (2
Form 4 filings) and Leon M. Zaltzman. Christopher Burleson and Joann Tinnelly each filed a late Form 3.
Stockholder
Communications
There
have been no changes to the procedures by which stockholders may recommend nominees to our board.
Any
stockholder may communicate with the board or an individual director by contacting Joann Tinnelly, Chief Financial Officer, 501 Merritt
7 Corporate Park, Norwalk, Connecticut 06851, Subject: Communication to board of Directors. The Chief Financial Officer reviews correspondence
and determines, at her discretion, whether matters submitted are appropriate for board consideration. The Chief Financial Officer may
also forward certain communications elsewhere in the company for review and possible response. In particular, communications such as
customer or commercial inquiries or complaints, job inquiries, surveys, business solicitations or advertisements, or patently offensive
or otherwise inappropriate material will not be forwarded to the board.
AUDIT
COMMITTEE REPORT
The
Audit Committee assists the board in fulfilling its responsibilities for oversight of the integrity of Reed’s audited consolidated
financial statements, our internal accounting and financial controls, our compliance with legal and regulatory requirements, the organization
and performance of our internal audit function and the qualifications, independence and performance of our independent registered public
accounting firm.
The
management of Reed’s is responsible for establishing and maintaining internal controls and for preparing Reed’s
audited consolidated financial statements. The independent registered public accounting firm is responsible for auditing the financial
statements. It is the responsibility of the Audit Committee to oversee these activities.
The
Audit Committee submits the following report for the year ended December 31, 2023:
The
Audit Committee has reviewed and discussed with both management and the independent registered public accounting firm the audited consolidated
financial statements as of and for the year ended December 31, 2023. The Audit Committee’s review included discussion with the
auditors of the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.
The
Audit Committee has received the written disclosures and the letter from the independent auditors required by Public Company Accounting
Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed with
the independent auditors matters relating to the auditors’ independence.
Based
on the reviews and discussions referred to above, the Audit Committee recommended to the board that the audited consolidated financial
statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with
the United States Securities and Exchange Commission.
| The
Audit Committee of the Board* |
| Chairman
and Audit Committee Financial Expert, Thomas W. Kosler |
| Lewis
Jaffe |
| Louis
Imbrogno, Jr. |
The
material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated
by reference in any filing of the company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after
the date hereof and irrespective of any general incorporation language in any such filing.
*
Members at time of issuance of the foregoing report.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Review
of Related Party Transactions
Our
independent directors review and approve in advance any proposed related person transactions.
For
purposes of these procedures, “related person” and “transaction” have the meanings contained in Item 404 of Regulation
S-K. The individuals and entities that are considered “related persons” include:
| |
● |
Directors
and executive officers of Reed’s; |
| |
● |
Any
person known to be the beneficial owner of five percent or more of Reed’s common stock (a “5% Stockholder”); and |
| |
● |
Any
immediate family member, as defined in Item 404(a) of Regulation S-K, of a director, executive officer or 5% Stockholder. |
In
assessing a related party transaction brought before it for approval the independent directors consider, among other factors it deems
appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party
under the same or similar circumstances and the extent of the related person’s interest in the transaction. The independent directors
may then approve or disapprove the transaction in its discretion.
Any
related party transaction will be disclosed in the applicable SEC filing as required by the rules of the SEC. There are no transactions
required to be reported under Item 404(b) of Regulation S-K since the beginning of our last fiscal year where the policies and procedures
did not require review, approval or ratification or were not followed.
In
the ordinary course of business, we enter into offer letters with our executive officers. We have also entered into indemnification agreements
with each of our directors and officers. The indemnification agreements and our certificate of incorporation and bylaws require us to
indemnify our directors and officers to the fullest extent permitted by Delaware law.
The
following includes a summary of transactions since the beginning of fiscal 2023 or any currently proposed transaction, in which we were
or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total
assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material
interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration
that we paid or received, as applicable, in connection with the transactions described below were comparable to or better than terms
available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
D&D
Source of Life Holding, Ltd., “D&D or the “Majority Stockholder”
D&D
was the lead investor in Reed’s PIPE transaction which closed on March 25, 2023. As part of the PIPE transaction, the parties entered
into a shareholders agreement dated May 25, 2023, pursuant to which Reed’s agreed to support D&D’s nomination of up to
two board designees, one of which was required to be an independent director. Further, pursuant to the shareholder agreement,
(i) D&D was granted customary preemptive rights to purchase its pro rata portion of the equity securities offered by the company
from time to time and (ii) the parties agreed to cooperate on a joint venture to introduce and market the company’s products
in the Asian market, with particular focus on the Greater China Area, and to develop a new Omega-3 beverage product.
Subsequently,
D&D invested $3,000,000 in the Company’s SAFE vehicles. Pursuant to its SAFE, (i) D&D’s director designation rights
were reaffirmed and expanded to include one additional independent director, (ii) Shufen Deng was named Vice-Chairman of the Board and
(iii) Randle Lee Edwards was designated as an independent director designee. D&D’s director designation rights continue so
long as D&D beneficially owns 25% or more of the company’s issued and outstanding common stock and the size of the Board was
limited to 9 members.
On
September 10, 2024, D&D subscribed for an aggregate of 3,268,795 shares of common stock. Prior to the PIPE, D&D had already been
the company’s largest stockholder, beneficially holding 31.5% shares of common stock and the convertible SAFE in the amount of
$3,000,000. At the closing, D&D became a beneficial holder of 55.4% shares of common stock, which is calculated assuming exercise
of 232,108 currently exercisable warrants to purchase common stock.
D&D’s
subscription in the PIPE was paid through automatic conversion of its SAFE in the principal amount of $3,000,000 with the balance of
$1,903,192 paid in cash.
Shufen
Deng, Vice Chairman of the Company, is the sole principal of D&D and has voting and dispositive control over the shares of common
stock held by D&D. Ms. Deng was appointed as director on July 7, 2023 and subsequently, on November 1, 2024, she was appointed Chairman
of the board and Chairman of Asian Operations on February 8, 2024. On November 1, 2024, she was appointed Chairman of the board. Randle
Lee Edwards and Sam Van are independent director designees of D&D.
On
October 10, 2024, certain funds affiliated with Whitebox Advisors, LLC (referred to herein as “Whitebox”) sold and assigned
their entire interest in eight secured promissory notes of the company to D&D fora total purchase price of $17,878,248.17. The
notes contained customary affirmative and negative covenants and events of default. The Notes were secured by substantially all of the
company’s assets, including all intellectual property.
On
November 14, 2024, the company entered into a new secured one-year term loan with a principal amount of $10 million with Whitebox.
The term loan is secured by substantially all of the Company’s assets, including all intellectual property. The Company used part
of the proceeds to pay off and close its existing revolving line of credit.Part of the notes were not convertible and part of the
notes were convertible, but subject to certain limitations, including a beneficial ownership limitation of 9.9% of the number of shares
of Common stock outstanding. D&D already held 55.4% of the outstanding Common Stock at the time of acquisition of the notes.
On
November 14, 2024, in order to facilitate the term loan transaction, D&D and the company amended the notes. D&D released all
collateral under the notes, deferred cash payments thereunder and extended the maturity dates of all of the Notes to 181 days after the
maturity of the revolving credit facility, which is November 14, 2025 (with the maturity dates of the notes extended to May 14, 2026).
D&D and its agent further waived certain events of default under the Notes through the maturity date. Further, as part of the term
loan transaction, D&D subordinated its notes to Whitebox. The company further pledged collateral and granted security interests in
all of its intellectual property Whitebox.
On
November 19, 2024, the company and D&D entered into an exchange agreement, whereby D&D exchanged the Notes, in full, for an aggregate
of 22,478,074 shares of common stock of the company, increasing D&D’s beneficial ownership in the company to 87.8%.
John
J. Bello
John
J. Bello is the former Chairman of the board and was a significant stockholder of the company. In March 2023 he funded $300,000 to the
company through a Simple Agreements for Future Equity (“SAFE”) investment. The SAFE investment converted into 300,000 shares
of Common Stock in February 2024.
Leon
M. Zaltzman and the Union Square Entities
Leon
M. Zaltzman served as a director on our board of directors from March 21, 2022 through July 7, 2023. After his resignation, he was a
board observer as a representative of the Union Square Entities through ,2024
Mr.
Zaltzman is the founder and managing member of Union Square Park Capital Management, LLC (“USPCM”), an SEC Registered Investment
Adviser firm and is also the managing member of Union Square Park GP (“USPGP”). USPCM and USPGP serve as the investment manager
and general partner to Union Square Park Partners, LP (“USPP Fund”), respectively. Foregoing entities hereinafter collectively
referred to as the “Union Square Entities”. The Union Square Entities are a significant stockholder of our Common Stock and
beneficially own approximately 7% of Reed’s issued and outstanding common stock.
On
February 8, 2024, Union Square Park Partners LP funded $798,808 to the company through the SAFE investment. The SAFE investment converted
into 798,808 shares of Common Stock in February 2024.
Norman
E. Snyder, Jr.
On
July 26, 2024, Norman E. Snyder Jr, CEO of the Company, provided a personal guaranty for $500,00 over advance on the company’s
line of credit with Alterna Capital Solutions, LLC. The over advance was repaid by September 30, 2024.
EQUITY
COMPENSATION PLAN INFORMATION
As
of December 31, 2023, our Amended and Restated 2020 Plan was in effect. Our Second Amended and Restated 2017 Incentive Compensation Plan
was discontinued, although outstanding awards granted per its terms remain in effect.
The
following table provides information, as of December 31, 2023, with respect to equity securities authorized for issuance under our equity
compensation plans:
| | |
Number of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights | | |
Weighted-
Average Exercise Price of Outstanding Options,
Warrants and Rights | | |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities
reflected in | |
| Plan Category | |
(a) | | |
(b) | | |
Column (a) | |
| | |
| | |
| | |
| |
| Equity compensation plans approved by security holders | |
| 145,012 | | |
$ | 45.09 | | |
| 189,213 | |
| Equity compensation plans not approved by security holders | |
| 0 | | |
$ | - | | |
| 0 | |
| TOTAL | |
| 145,012 | | |
$ | 45.09 | | |
| 189,213 | |
EXECUTIVE
OFFICERS
The
following section sets forth the names and ages of our current executive officers.
| Name |
|
Position(s) |
|
Age |
| Norman
E. Snyder, Jr. |
|
Chief
Executive Officer, Director |
|
63 |
| Joann
Tinnelly |
|
Chief
Financial Officer |
|
55 |
| Christopher
Burleson |
|
Chief
Commercial Officer |
|
42 |
Biographies
of Executive Officers
Norman
E. Snyder, Jr. was appointed as Chief Executive Officer and director of Reed’s effective March 1, 2020. Prior to his promotion,
Mr. Snyder served as Chief Operating Officer of Reed’s from September 2019 through February 29, 2020. Prior to joining Reed’s,
Mr. Snyder served as President and Chief Executive Office for Avitae USA, LLC, an emerging premium new age beverage company that markets
and sells a line of ready-to-drink caffeinated waters. Prior to Avitae, he served as the President and Chief Operating Officer for Adina
For Life, Inc., President and Chief Executive Officer of High Falls Brewing Company, and Chief Financial Officer, and later Chief Operating
Officer of South Beach Beverage Company, known as SoBe. In prior experience, Mr. Snyder served as Controller for National Football League
Properties, Inc. and in various roles at PriceWaterhouseCoopers during an eight-year tenure. Mr. Snyder earned a B.S. in Accounting from
the State University of New York at Albany.
Joann
Tinnelly was appointed to permanent position of Chief Financial Officer on October 19, 2023. She served as Interim Chief Financial
Officer from March 31, 2023, through October 19, 2023. She has over 30 years of finance and accounting experience in global public and
private equity company environments. She is a Certified Public Accountant and has served as Vice President and Corporate Controller of
Reed’s since July 2018. She previously served as Interim Chief Financial Officer of Reed’s, from November 22, 2019, through
December 1, 2019. Prior to joining Reed’s, from May 2014 to May 2017, she served as Assistant Controller of Steel Excel, Inc.,
a subsidiary of Steel Partners Holdings, a global diversified holding company. Prior to 2014, Ms. Tinnelly served as Vice President Financial
Planning & Analysis and as Assistant Corporate Controller at USI Insurance Services, Assistant Vice President of Royal Bank of Scotland
(RBS) Group, multiple financial roles at Momentive Performance Materials and General Electric and financial auditing at PriceWaterhouseCoopers.
Ms. Tinnelly holds a Master of Business Administration in Finance and a Bachelor of Business Administration in Public Accounting both
from Pace University.
Christopher
Burleson was appointed Chief Commercial Officer effective February 1, 2023. In this role, Mr. Burleson leads the sales organization
as well as partners with the operations department to streamline supply chain and cost reduction initiatives. He also focuses on strategic
partnerships and growth opportunities. From April 25, 2022, to January 31, 2023, Mr. Burleson served as Chief Commercial Officer of Kin
Social Tonics. From March 19, 2018, through April 22, 2022, Mr. Burleson was a Vice President and General Manager of Fever Tree, USA.
Mr. Burleson also served as a director of Fever Tree USA.
EXECUTIVE
COMPENSATION
The
company qualifies as a “smaller reporting company” under rules adopted by the SEC. Accordingly, the company has provided
scaled executive compensation disclosure that satisfies the requirements applicable to the company in its status as a smaller reporting
company. Under the scaled disclosure obligations, the company is not required to provide, among other things, a compensation discussion
and analysis or a compensation committee report, and certain other tabular and narrative disclosures relating to executive compensation.
The
following table summarizes all compensation for fiscal years 2023 and 2022 earned by our “Named Executive Officers” during
the reported periods:
| Name and Principal Position | |
Year | |
Salary | | |
Bonus | | |
Stock Awards (1) | | |
All Other Compensation (2) | | |
Total | |
| Norman E. Snyder, Jr. | |
2023 | |
$ | 310,083 | | |
$ | - | | |
$ | - | | |
$ | 14,172 | | |
$ | 324,255 | |
| Chief Executive Officer | |
2022 | |
$ | 360,500 | | |
$ | - | | |
$ | - | | |
$ | 15,721 | | |
$ | 376,221 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Thomas J. Spisak (3) | |
2023 | |
$ | 60,396 | | |
$ | - | | |
| 2,633 | | |
$ | 10,637 | | |
$ | 73,666 | |
| Former Chief Financial Officer | |
2022 | |
$ | 250,075 | | |
$ | - | | |
| - | | |
$ | 10,422 | | |
$ | 260,497 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Neal Cohane (4) | |
2023 | |
| | | |
$ | - | | |
| | | |
$ | 158,422 | | |
$ | 158,422 | |
| Former Chief Sales Officer | |
2022 | |
$ | 250,000 | | |
$ | - | | |
| | | |
$ | 17,339 | | |
$ | 267,339 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Joann Tinnelly(5) | |
2023 | |
$ | 179,375 | | |
$ | - | | |
| | | |
$ | 6,765 | | |
$ | 186,140 | |
| Chief Financial Officer | |
2022 | |
$ | 200,875 | | |
$ | - | | |
| | | |
$ | 8,247 | | |
$ | 209,122 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Christopher Burleson | |
2023 | |
$ | 275,000 | | |
$ | - | | |
| 36,864 | | |
$ | 11,711 | | |
$ | 323,575 | |
| Chief Commercial Officer | |
2022 | |
$ | | | |
$ | | | |
| | | |
$ | | | |
$ | | |
(1)
The amounts represent the fair value for share-based payment awards issued during the year. The award is calculated on the date of grant
in accordance with Financial Accounting Standards.
(2)
Other compensation includes both cash payments and the estimated value of the use of Company assets.
(3)
Thomas J. Spisak resigned effective March 30, 2023.
(4)
Neal Cohane resigned effective July 1, 2023.
(5)
Joann Tinnelly was appointed Interim Chief Financial Officer on March 31, 2023 and subsequently appointed permanent Chief Financial Officer
on October 19, 2023.
Employment
Agreements and Salary Arrangements
The
Company and Mr. Snyder are in the process of negotiating a new employment agreement for his position as Chief Executive Officer.
Joann
Tinnelly receives a salary of $305,000 and is eligible for a discretionary annual performance bonus based on a target of 35% of her annual
salary.
Christopher
Burleson receives a salary of $315,000 and is eligible for a discretionary annual performance bonus based on a target of 35% of his annual
salary.
Termination
of Employment/Retirement
None
of our Named Executive Officers have any arrangement that provides for retirement benefits, or benefits that will be paid primarily following
retirement.
Recovery
of Erroneously Awarded Compensation
Not
applicable.
Change-in-Control
Provisions
None
of our Named Executive Officers currently has a contract, agreement, plan or arrangement that is currently in effect, whether written
or unwritten, that provides for payment to him or her following, or in connection with resignation, retirement or other termination,
or a change in control of the company or a change in the Named Executive Officer’s responsibilities following a change in control.
The Compensation Committee of the board retains discretion to determine the treatment of outstanding stock option awards in connection
with a change in control of the company, subject to the terms of contractual agreements.
It
is our general policy that equity incentive awards that vest over a term greater than one-year include provisions for acceleration upon
a change-in-control.
Our
2017 Plan provides the consequences of a change-in-control provisions may be set forth in individual award agreements. For purposes of
the 2020 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the company’s common
stock, (b) the acquisition within a twelve-month period of 30% or more of the company’s common stock, (c) the replacement of a
majority of the board within a twelve-month period, by directors whose election was not endorsed by the incumbent board, or (d) the acquisition
of all or substantially all of the company’s assets.
Our
2020 Plan, as amended, provides that the Compensation Committee of the board retains discretion under the 2020 Plan to determine the
treatment of outstanding awards in connection with a change in control of the company, subject to the terms of contractual agreements
of executive officers. For example, the Compensation Committee may cause awards granted under the 2020 Plan to vest upon a change in
control, may cancel awards in exchange for a payment of cash (or without a payment, in the case of stock options or SARs with an exercise
price that exceeds fair market value), or may cause awards to be continued or substituted in connection with a change in control. For
purposes of the 2020 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the company’s
common stock, (b) the acquisition within a twelve-month period of 30% or more of the company’s common stock, (c) the replacement
of a majority of the board within a twelve-month period, by directors whose election was not endorsed by the incumbent board, or (d)
the acquisition of all or substantially all of the company’s assets. The full definition of “change in control” is
set out in the 2020 Plan.
General
provisions of the 2017 Plan and 2020 Plan are subject to contractual modifications that may be set forth in executive employment agreements
and award agreements.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information regarding unexercised options and equity incentive plan awards for each Named Executive Officer
outstanding as of December 31, 2023:
| Name and Position | |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | |
Number of
Securities
Underlying
Unexercised
Options (#) Unexercisable | | |
Equity Incentive Plan Awards:
Number of Securities
Underlying
Unexercised
Unearned
Options | | |
Option
Exercise
Price | | |
Option
Expiration
Date | |
| | |
| | |
| | |
| | |
| | |
| |
Norman E. Snyder, Jr.
(Chief Executive Officer) | |
| 7,685 | | |
| - | | |
| 2,230 | | |
$ | 44.00 | | |
| 2/25/2030 | |
| | |
| 500 | | |
| - | | |
| - | | |
$ | 25.00 | | |
| 3/25/2030 | |
| | |
| 4,322 | | |
| - | | |
| 625 | | |
$ | 35.00 | | |
| 5/20/2030 | |
| | |
| 11,890 | | |
| 2,216 | | |
| 2,015 | | |
$ | 47.50 | | |
| 9/16/2030 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Joann Tinnelly
(Chief Financial Officer) | |
| 2500 | | |
| 1,501 | | |
| - | | |
$ | 124.50 | | |
| 2/4/2029 | |
| | |
| - | | |
| - | | |
| 960 | | |
$ | 25.00 | | |
| 3/25/2030 | |
| | |
| 5328 | | |
| 992 | | |
| 903 | | |
$ | 47.50 | | |
| 9/16/2030 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
Christopher J. Burleson
(Chief Commercial Officer) | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | | |
| | |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding our shares of common stock beneficially owned as of November 21, 2024, for (i)
each Named Executive Officer and director, and (ii) all Named Executive officers and directors as a group and (iii) each stockholder
known to be the beneficial owner of 5% or more of our outstanding shares of common stock. A person is considered to beneficially own
any shares (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power or (ii) of which such
person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise.
Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers
is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
For
purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock
that such person has the right to acquire within 60 days of November 27, 2024. For purposes of computing the percentage of outstanding
shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right
to acquire within 60 days of November 27, 2024, is deemed to be outstanding but is not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute
an admission of beneficial ownership. Except as otherwise indicated below, the persons named in the table have sole voting and investment
power with respect to all shares of common stock held by them. Unless otherwise indicated, the principal address of each listed executive
officer and director is 501 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.
| Named
Beneficial Owner Directors and Named Executive Officers | |
Number
of Shares
Beneficially
Owned | | |
Percentage
of
Shares
Beneficially
Owned
(1) | |
| Shufeng Deng
(2) | |
| 27,139,519 | | |
| 87.8 | % |
| Norman E. Snyder, Jr. (3) | |
| 83,181 | | |
| 0.3 | % |
| Joann Tinnelly (4) | |
| 31,982 | | |
| 0.1 | % |
| Christopher Burleson (5) | |
| 29,369 | | |
| 0.1 | % |
| Lewis Jaffe (6) | |
| 7,395 | | |
| 0.0 | % |
| | |
| | | |
| | |
| Directors
and Named Executive Officers as a group (5 persons) | |
| 27,291,446 | | |
| 88.0 | % |
| 5%
or greater stockholders | |
| | | |
| | |
| | |
| | | |
| | |
| D&D Source of Life
Holding LTD | |
| 27,139,520 | | |
| 87.8 | % |
*
Less than 1%
(1)
Based on 45,447,922 shares outstanding as of 11/27/24
(2)
Mrs. Deng has voting and dispositive control over shares held by D&D Source of Life Holdings. Ltd. Includes 145,828 underlying warrants.
Principal address is 26 Harbour Road, Wanchai, Rooms 3006-07, China Resources Building.
(3)
Includes 61,162 shares issuable upon exercise of currently exercisable options.
(4)
Includes 28,615 shares issuable upon exercise of currently exercisable options.
(5)
Includes 5,209 shares issuable upon exercise of currently exercisable options.
(6)
Includes 1,600 shares issuable upon exercise of currently exercisable options and 1,607 RSAs from 2022 Board Compensation.
Ratification
OF AUDITORS
The
Audit Committee has reappointed Weinberg & Company, P.A. to audit our consolidated financial statements for the fiscal year ending
December 31, 2025. Weinberg & Company, P.A., an independent registered public accounting firm, has served as our independent auditor
continuously since 2009.
Such
pre-approval was ratified pursuant to the Written Consent. Although action by stockholders is not required by law, the board has determined
that it is desirable to seek ratification of this pre-approval by the Majority Stockholder. Notwithstanding the appointment, the board,
in its discretion, may direct the appointment of new independent registered public accounting firms at any time during the year, if the
board feels that such a change would be in the best interest of the company and its stockholders.
Weinberg
& Company, P.A. (“Weinberg”) was our independent registered public accounting firm for the years ended December 31, 2023
and 2022.
The
following table shows the fees paid or accrued by us for the audit and other services provided by Weinberg for the years ended December
31, 2023, and 2022:
| | |
2023 | | |
2022 | |
| | |
| | |
| |
| Audit Fees | |
$ | 215,314 | | |
$ | 205,304 | |
| Audit-Related Fees | |
| | | |
| - | |
| Tax Fees | |
| 47,841 | | |
| 38,674 | |
| All Other Fees | |
| 8,645 | | |
| 8,820 | |
| Total | |
$ | 271,800 | | |
$ | 252,798 | |
As
defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit
of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related
fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are
fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all
other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit
fees,” “audit-related fees,” and “tax fees.”
Audit
Fees
Weinberg
provided services for the audits of our financial statements included in Annual Reports on Form 10-K and limited reviews of the financial
statements included in Quarterly Reports on Form 10-Q.
Audit
Related Fees
Weinberg
did not provide any professional services which would be considered “audit related fees.”
Tax
Fees
Weinberg
prepared our 2023 and 2022 Federal and state income tax returns.
All
Other Fees
Services
provided by Weinberg with respect to the filing of various registration statements made throughout the year are considered “all
other fees.”
Audit
Committee Pre-Approval Policies and Procedures
Under
the SEC’s rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered
public accounting firm in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the
types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s
responsibility for administration of the engagement of the independent registered public accounting firm.
Consistent
with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and
permitted non-audit services provided by the independent registered public accounting firm to us or any of our subsidiaries. The Audit
Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be
presented to the full Audit Committee at its next scheduled meeting. Accordingly, 100% of audit services and non-audit services described
in this Item 14 were pre-approved by the Audit Committee.
There
were no hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most
recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent
employees.
Amendment
to Bylaws
Our
board unanimously approved an amendment to our Amended and Restated Bylaws giving the Chairman of our board of directors or holders of
the majority of shares of our Common Stock the right to call special meetings of stockholders, to give the Chairman the right to call
special meeting of the board, and further to give the holders of the majority of shares of our Common Stock the right to fill vacancies
on our board. Such amendment was approved pursuant to the Written Consent. The Amended and Restated Bylaws incorporating such
changes are attached hereto as Appendix A.
This
amendment will become effective upon the expiration of the 20-day period commencing on the date of mailing of this Information Statement
to our stockholders as required under Rule 14c-2 under the Exchange Act.
Amendment
to Certificate of INcorporation
Our
board unanimously approved an amendment to our Certificate of Incorporation reducing our authorized shares from, 180,000,000 to 60,000,000.
Such amendment was ratified pursuant to the Written Consent. The text of this amendment is attached hereto as Appendix B.
The
authorized shares were not reduced when the company effected a 1-for-50 reverse stock split of its issued and outstanding Common Stock
on January 26, 2023. As a result, the number of authorized shares is excessive.We do not anticipate needing the number of authorized
shares of Common Stock currently provided in our charter. further, our state franchise tax may be reduced by reducing the number of our
authorized shares of Common Stock. We believe that the availability of additional authorized shares for issuance from time to time at
the board’s discretion in connection with possible acquisitions of other companies, future financings, investment opportunities, stock
splits or stock dividends or for other corporate purposes is desirable to avoid repeated separate amendments to our charter and the delay
and expense of holding special meetings of stockholders to approve such amendments. Accordingly, the board has approved the reduction
of authorized shares as set forth in Appendix B, which balances these two concerns, reducing the number of authorized shares substantially
while retaining a sufficient number of shares for the use by company for those purposes described above.
This
amendment has no effect on the par value of the Common Stock.
This
amendment will become effective upon the expiration of the 20-day period commencing on the date of mailing of this Information Statement
to our stockholders as required under Rule 14c-2 under the Exchange Act.
HOUSEHOLDING
The
SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for these
materials with respect to two or more stockholders sharing the same address by delivering a single set of materials addressed to those
stockholders. This practice, known as “householding”, is designed to reduce the volume of duplicate information and reduce
printing and postage costs.
If
you and others who share your mailing address own our Common Stock in street name, meaning through bank or brokerage accounts, you may
have received a notice that your household will receive only one set of materials from each company whose stock is held in such accounts.
Unless you responded that you did not want to participate in householding, you were deemed to have consented to it and a single copy
of our Notice of Internet Availability of Proxy Materials has been sent to your address.
We
will promptly deliver separate copies of our materials at the request of any stockholder who is in a household that participates in the
householding of our materials. You may send your request by mail to Reed’s, Inc., 201 Merritt 7 Corporate Park, Norwalk, Connecticut
06851, attention: Joann Tinnelly, Chief Financial Officer, or by telephone at 1-203-890-0557.
ANNUAL
REPORT
Stockholders
that received the Notice of Internet Availability of Proxy Materials can access this Proxy Statement and our Annual Report at www.okapivote.com/REEDS.
Requests for copies of our Annual Report may also be directed in writing to Joann Tinnelly, Chief Financial Officer, Reed’s, Inc.,
201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.
We
filed our Annual Report with the SEC on April 1, 2024. It is available free of charge at the SEC’s website at www.sec.gov. Upon
written request by a stockholder, we will mail without charge a copy of our Annual Report, including the financial statements and financial
statement schedules, but excluding exhibits to our Annual Report. Exhibits to our Annual Report are available upon payment of a reasonable
fee, which is limited to our expenses in furnishing the requested exhibit(s). All requests should be directed to Joann Tinnelly, Chief
Financial Officer, Reed’s, Inc., 501 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.
STOCKHOLDER
PROPOSALS FOR NEXT YEAR’s ANNUAL MEETING
For
our next annual meeting, we will disclose the new deadlines by which the stockholder proposals must be received under Item 5 of Part
II of our earliest possible Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
STOCKHOLDER
ADVISORY VOTES
The
current frequency of stockholder advisory vote on the compensation paid to our Named Executive Officers is every three years. The next
stockholder advisory vote on the compensation paid to our Named Executive Officers will occur at our 2025 annual meeting. The next stockholder
advisory vote on how frequently we should seek approval from our stockholders, on an advisory basis, of the compensation paid to our
Named Executive Officers will occur at our 2025 annual meeting.
| |
By
Order of the Board of Directors, |
| |
|
| |
|
| |
Shufen
Deng, Chairman |
APPENDIX
A
AMENDED
AND RESTATED BYLAWS OF REED’S, INC.
Effective
as of January , 2025
The
following are the Amended and Restated Bylaws of REED’S, INC., a Delaware corporation (the “Corporation”).
ARTICLE
I. MEETINGS OF STOCKHOLDERS
SECTION
1. ANNUAL MEETING. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time
as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders.
SECTION
2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose shall be held when called by the Chief Executive Officer (“CEO”),
the Chairman, a majority of the Board of Directors, or stockholder(s) holding 51% or more of the issued and outstanding common stock
of the Corporation (the “Majority Stockholder(s)”). The Secretary shall issue the call for the meeting, unless the CEO, the
Chairman or the Board of Directors designates another person to do so. The stockholders at a special meeting may transact only business
that is related to the purposes stated in the notice of the meeting.
SECTION
3. PLACE. Meetings of stockholders may be held within or without the State of Delaware and any stockholder may waive notice thereof either
before or after the meeting.
SECTION
4. NOTICE. A written notice of each meeting of stockholders, stating the place, day, and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be delivered to each stockholder of record entitled to vote at
the meeting, not less than ten (10) nor more than sixty (60) days before the date set for the meeting, either personally or by mail,
by or at the direction of the CEO, the Chairman, the Secretary, or the officer or other persons calling the meeting. If mailed, the notice
is effective when it is deposited in the United States mail, postage prepaid, addressed to the stockholder at such stockholder’s
address as it appears on the records of the Corporation. This notice shall be sufficient for that meeting and any adjournment of the
meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and, if
after the adjournment, the Board of Directors does not fix a new record date for the adjourned meeting. If any stockholder transfers
any of such stockholder’s stock after notice is given, it shall not be necessary to notify the transferee.
SECTION
5. NOMINATION OF DIRECTORS AT ANNUAL MEETING(S). At an annual meeting, only a person who is nominated (a) by or at the direction of the
Board of Directors or (b) by a stockholder in accordance with this Section 5, may be eligible to serve as a director of the Corporation.
This Section 5 shall be the exclusive means for a stockholder to nominate director candidates at an annual meeting of stockholders.
(a)
Timing of Notice. To be timely, a stockholder’s notice of director nomination(s) to be made at an annual meeting of stockholders
must be delivered to the Secretary of the Corporation, or mailed and received at the principal executive offices of the Corporation,
not less than one hundred twenty (120) days before the first anniversary of the date of the preceding year’s annual meeting of
stockholders; provided, however, that if the date of the annual meeting is more than thirty (30) days before or sixty (60) days after
such anniversary date, such notice will be timely only if so delivered or mailed and received no later than the later of one hundred
twenty (120) days prior to the date of the annual meeting or ten (10) days after the first public announcement of the date of the annual
meeting. In the case of a special meeting of stockholders called for the purpose of electing directors, a stockholder’s notice
of director nomination(s) to be made at the meeting must be so delivered or mailed and received within ten (10) days after the first
public announcement of such special meeting. Except to the extent otherwise required by law, the adjournment of a meeting of stockholders
shall not commence a new time period for the giving of a stockholder’s notice as described above.
(b)
Content of Notice. A stockholder’s notice of nominations for a meeting of stockholders shall set forth: (a) as to each person whom
the stockholder proposes to nominate for election or reelection as a director (1) such person’s name, (2) all information relating
to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (3) such person’s written consent to being
named in the proxy statement as a nominee and to serving as a director if elected, (4) a completed and signed written questionnaire with
respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination
is being made (which questionnaire shall be in the form used for other directors of the Corporation and provided by the Secretary upon
written request), (5) a statement whether such person, if elected, intends to tender, promptly following such person’s election
or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at
the next meeting at which such person would stand for re- election and upon acceptance of such resignation by the board of directors,
in accordance with any policies and procedures adopted by the board of directors for such purpose and (6) a written representation and
agreement (in such form as shall be provided by the Secretary upon written request) that such person (A) is not and will not become a
party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity
as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”)
that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability
to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and
will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect
to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has
not been disclosed therein, and (C) and in such person’s individual capacity and on behalf of any person or entity on whose behalf
the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable
publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines
of the Corporation; and (b) as to the stockholder giving the notice (1) the name and address, as they appear on the Corporation’s
books, of such stockholder and any (A) person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) beneficial
owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) person controlling, controlled
by or under common control with a person or beneficial owner identified by (A) or (B) above (each, a “Stockholder Associated Person”),
(2) the class and number of shares of stock of the Corporation that are held of record or are beneficially owned by such stockholder
or any Stockholder Associated Person, (3) a description of all other securities or contracts, with a value derived in whole or in part
from the value of any shares of stock of the Corporation, held by or to which the stockholder or any Stockholder Associated Person is
a party, (4) a description of any material relationships, including financial transactions and compensation, between the stockholder
and the proposed nominee(s), and (5) a representation and other appropriate evidence that the stockholder is a holder of record of shares
of stock of the Corporation entitled to vote for the election of directors at the meeting, will continue to be a holder of record of
shares of stock entitled to vote for the election of directors through the date of the meeting, and intends to appear in person or by
proxy at the meeting to nominate the person(s) specified in the notice.
(c)
Consequences of Failure to Give Proper Notice. No stockholder nominee shall be eligible to serve as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 5. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should
so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions
of this Section 5, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth in this Section 5.
SECTION
6. NOTICE OF BUSINESS TO BE BROUGHT BEFORE A MEETING. OTHER THAN DIRECTOR NOMINATIONS. At any meeting of stockholders, the proposal of
business (other than nomination and election of directors, which shall be subject to Article I, Section 5) to be considered by the stockholders
may be made (a) pursuant to the Corporation’s notice of the meeting (or any supplement thereto), (b) by or at the direction of
the Board of Directors, or (c) by any stockholder of record of the Corporation entitled to vote on the business at the meeting who complies
with the notice procedures set forth in this Section 6. This Section 6 shall be the exclusive means for a stockholder to propose business
to be considered at a meeting of the Corporation’s stockholders
(a)
Timing of Notice. For a stockholder to properly propose business to be considered at a stockholder meeting, such stockholder’s
notice of business to be considered at such meeting must be delivered to the Secretary of the Corporation, or mailed and received at
the principal executive offices of the Corporation, not less than one hundred twenty (120) days before the first anniversary of the date
of the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is more than
thirty (30) days before or sixty (60) days after such anniversary date, such notice will be timely only if so delivered or mailed and
received no later than the later of one hundred twenty (120) days prior to the date of the meeting or ten (10) days after the first public
announcement of the date of the annual meeting. In the case of a special meeting of stockholders, a stockholder’s notice of business
to be considered at the meeting must be so delivered or mailed and received within ten (10) days after the first public announcement
of such special meeting. Except to the extent otherwise required by law, the adjournment of a meeting of stockholders shall not commence
a new time period for the giving of a stockholder’s notice as describe above.
(b)
Content of Notice. A stockholder’s notice of business to be considered shall set forth (a) as to each item of business the stockholder
proposes to bring before the meeting (1) a reasonably brief description of the business desired to be considered, (2) the reasons for
considering such business at the meeting, (3) the text of the business to be considered (including the text of any resolutions proposed
for consideration), and (4) a reasonably detailed description of all agreements, arrangements and understandings between or among the
stockholder and any such beneficial owner in connection with the proposal of such business by such stockholder; (b) as to the stockholder
giving the notice, (1) the name and address, as they appear on the Corporation’s books, of the stockholder and any Stockholder
Associated Person, (2) the class and number of shares of stock of the Corporation that are held of record or are beneficially owned by
such stockholder or any Stockholder Associated Person, (3) a description of all other securities or contracts, with a value derived in
whole or in part from the value of any shares of stock of the Corporation, held by or to which the stockholder or any Stockholder Associated
Person is a party, (4) any material interest of the stockholder or any such Stockholder Associated Person in the business the stockholder
proposes to bring before the meeting and (5) a representation and other appropriate evidence that the stockholder is a holder of record
of shares of stock entitled to vote on such business at the meeting, will continue to be a holder of record of shares of stock entitled
to vote on such business through the date of the meeting, and intends to appear in person or by proxy at the meeting to propose the item
of business.
(c)
Consequences of Failure to Give Proper Notice. Notwithstanding anything in these Bylaws to the contrary, no proposal of business by a
stockholder (other than nomination and election of directors, which shall be subject to Article I, Section 5) shall be considered by
the stockholders unless given in accordance with the procedures set forth in this Section 6; provided, however, that a proposal submitted
by a stockholder for inclusion in the Corporation’s proxy statement for an annual meeting that is appropriate for inclusion therein
and otherwise complies with the provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (including timeliness)
shall be deemed to have also been submitted on a timely basis pursuant to this Section 6. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions
of the Bylaws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 6, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder with respect to the
matters set forth in this Section 6.
SECTION
7. RELATION TO EXCHANGE ACT. Nothing in these By-Laws shall be deemed to affect any right of a stockholder to request inclusion of proposals
in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
SECTION
8. WAIVERS OF NOTICE. Whenever any notice is required to be given to any stockholder under these Bylaws, the Corporation’s Certificate
of Incorporation, or the Delaware General Corporation Law, a written waiver of notice signed at any time by the person entitled to that
notice shall be equivalent to giving that notice. Attendance by a stockholder entitled to vote at a meeting, in person or by proxy, constitutes
a waiver of notice of the meeting, except when a stockholder attends a meeting for the purpose, expressed at the beginning of the meeting,
of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION
9. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining stockholders entitled to payment of any dividend
or to receive notice of or to vote at any meeting of stockholders or any adjournment of any meeting or in order to make a determination
of stockholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a period
not to exceed sixty (60) days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice
of or to vote at a meeting of stockholders, they shall be closed at least ten (10) days immediately preceding that meeting. Instead of
closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for the determination of stockholders
but that date shall never be more than sixty (60) days nor, in case of a meeting of stockholders, less than ten (10) days prior to the
date on which the action requiring the determination of stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders, the date on which either notice of the meeting is mailed or the resolution
of the Board of Directors declaring a dividend or authorizing the action that requires a determination of stockholders is adopted shall
be the record date for the determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, the determination shall apply to any adjournment of the meeting, unless the Board of Directors
fixes a new record date for the adjourned meeting.
SECTION
10. VOTING RECORD. At least ten (10) days before each meeting of stockholders, the officer or agent having charge of the stock transfer
books for shares of the Corporation shall make a complete list of the stockholders entitled to vote at that meeting or at any adjournment
of such meeting, stating each stockholder’s address and the number, class, and series of the shares that he holds. This list shall
be kept on file for a period of at least ten (10) days before the meeting at the Corporation’s registered office or principal place
of business or at the office of its transfer agent or registrar, and any stockholder may inspect the list anytime during usual business
hours. The list also shall be produced and kept open at the time and place of the meeting, and any stockholder may inspect it anytime
during the meeting. Failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.
SECTION
11. STOCKHOLDER QUORUM AND VOTING. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum
at any meeting of stockholders. When an item of business must be voted on by a class or series of stock, a majority of the shares of
that class or series constitutes a quorum for the transaction of that business by that class or series. If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting and entitled to vote on the matter is the act of the stockholders unless
otherwise provided by law or by the Corporation’s Certificate of Incorporation. After a quorum has been established at a stockholders’
meeting, a withdrawal of stockholders that reduces the number of stockholders entitled to vote at the meeting below the number required
for a quorum does not affect the validity of any action taken at the meeting.
SECTION
12. VOTING OF SHARES. Every stockholder entitled to vote at a meeting of stockholders is entitled, upon each proposal presented to the
meeting, to one vote for each share of voting stock recorded in his/her/its name on the books of the Corporation on the record date fixed
as provided in Article I, Section 9 of these Bylaws. A stockholder may vote either in person or by proxy executed in writing by the stockholder
or his/her/its duly authorized attorney-in-fact. Treasury shares, shares of stock of this Corporation owned by another corporation the
majority of the voting stock of which is owned or controlled by this Corporation, and shares of stock of this Corporation that it holds
in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total
number of outstanding shares. The Chairman of the Board of Directors, the CEO, any Vice President, the Secretary and the Treasurer of
a corporate stockholder, in that order, are presumed to possess authority to vote shares standing in the name of the corporate stockholder
in the absence of a bylaw or other instrument of the corporate stockholder designating some other officer, agent, or proxy to vote the
shares. Proof of that designation shall be made by presentation of a certified copy of the bylaws or other instrument of the corporate
stockholder. Shares held by a personal representative, executive, administrator, guardian, conservator, trustee or other fiduciary may
be voted by him/her/it, either in person or by proxy, without a transfer of those shares into his/her/its name. Shares registered in
the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaw (or comparable instrument)
of such corporation may prescribe, or in the absence of such provision, as the Board of Directors (or comparable body) of such corporation
may determine. Shares registered in the name of a deceased person may be voted by his or her executor or administrator, either in person
or by proxy. If he or she is authorized to do so by an appropriate order of the court by which he was appointed, a receiver may vote
shares standing in his or her name or held by or under his or her control without a transfer of those shares into his or her name. A
stockholder whose shares are pledged may vote those shares until the shares have been transferred into the name of the pledgee, and thereafter
the pledgee or his/her/its nominee shall be entitled to vote the shares transferred, unless the instrument creating the pledge provides
otherwise.
SECTION
13. PROXIES. A stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent without a meeting or a
stockholder’s duly authorized attorney-in-fact may authorize one or more persons to act for him/her/it by proxy. To be effective,
a proxy must be signed by the stockholder or his/her/its attorney-in-fact. A proxy granting authority to vote shares that are registered
in the names of multiple owners is effective only if each record owner signs it. A proxy is not valid after three (3) years from its
date unless it provides otherwise. A proxy is revocable at the pleasure of the stockholder executing it, except as otherwise provided
by law. A proxy holder’s authority to act is not revoked by the incompetence or death of the stockholder who executed the proxy
unless, before the authority is exercised, the officer or agent responsible for maintaining the list of stockholders receives written
notice of an adjudication of incompetence or death. If a proxy for the same shares confers authority on two or more persons and does
not otherwise indicate how the shares should be voted, a majority of those proxies who are present at the meeting (or a single proxy
holder if only one is present) may exercise all the powers conferred by the proxy, but if the proxy holders present at the meeting are
equally divided as to the manner of voting in any case, the voting of the shares subject to the proxy shall be prorated. If a proxy expressly
provides, the proxy holder may appoint in writing a substitute to act in his/her/its place.
SECTION
14. ACTION BY STOCKHOLDERS WITHOUT A MEETING. Any action required by law, these Bylaws or the Certificate of Incorporation of this Corporation
to be taken at an annual or special meeting of stockholders of the Corporation or any action that may be taken at any annual or special
meeting of the stockholders, including without limitation removal of directors, election of directors and filling vacancies on the board
of directors, may be taken without a meeting, without prior notice, and without a vote, if a written consent, setting forth the action
taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize
or take that action at a meeting at which all shares entitled to vote on the matter were present and voted. All stockholders need not
sign the same document. If any class of shares is entitled to vote as a class, written consent is required of both (a) the holders of
each class of shares entitled to vote as a class, and (b) the total shares entitled to vote on the matter. In the case of each vote required
by paragraphs (a) and (b) of the immediately preceding sentence, each such vote shall have not less than the minimum number of votes
that would be necessary to authorize or take action at a meeting at which all shares entitled to vote on the matter were present and
voted. Promptly after the stockholders authorize an action by written consent, written notice shall be given to the stockholders who
did not consent.
SECTION
15. VOTING TRUSTS. Any number of stockholders of this Corporation may create a voting trust in the manner provided by law for the purpose
of conferring upon the trustee or trustees the right to vote or otherwise represent their shares. When the counterpart of a voting trust
agreement and a copy of the record of the holders of voting trust certificates are deposited with the Corporation as provided by law,
those documents shall be subject to the same right of examination by a stockholder of the Corporation, in person or by agent or attorney,
as are the books and records of the Corporation, and the counterpart and the copy of the records shall be subject to examination by any
holder of record of voting trust certificates, either in person or by agent or attorney at any reasonable time for any proper purpose.
SECTION
16. STOCKHOLDERS AGREEMENT. Two or more stockholders of this Corporation may enter into an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the affairs of the Corporation, in the manner and to the extent
provided by law. The agreement shall not impair the right of this Corporation to treat a stockholder of record as entitled to vote the
shares as standing in his/her/its name.
ARTICLE
II. DIRECTORS
SECTION
1. FUNCTION. The business of this Corporation shall be managed and its corporate powers exercised by the Board of Directors.
SECTION
2. NUMBER. The number of members of the Corporation’s Board of Directors shall not be less than one (1) nor more than nine (9),
as fixed from time to time by resolution of the Board of Directors, except that in the absence of any such designation, such number shall
be five (5). All the Directors shall be of full age and at least one shall be a citizen of the United States. Each director shall be
elected for a term of one (1) year and until his or her successor is elected and qualified, except as otherwise provided herein or required
by law. The presence of a majority of all Directors shall be necessary at any meeting to constitute a quorum for the transaction of business.
Meetings
of the Directors may be held within or without the state of Delaware. Whenever the authorized number of directors is increased between
annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for
the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall
not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall
be vacancies on the board which are being eliminated by the decrease. The Chairman of the Board of Directors shall be chosen from the
Directors by the Directors.
SECTION
3. QUALIFICATION. Each Director need not be a resident of Delaware.
SECTION
4. COMPENSATION. The Board of Directors has authority to fix the compensation of the Directors as Directors and as officers.
SECTION
5. DUTIES OF DIRECTORS. A Director shall perform his or her duties as a Director, including his or her duties as a member of any committee
of the Board of Directors upon which he serves, in good faith, in a manner he reasonably believes to be in the best interests of the
Corporation, and with such care as an ordinarily prudent person in a similar position would use under similar circumstances. In performing
his or her duties, a Director may rely on information, opinions, reports, or statements, including financial statements and other financial
data, prepared or presented by the following:
(a)
one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters
presented;
(b)
counsel, public accountants, or other persons as to matters that the Director reasonably believes to be within that person’s professional
or expert competence; or
(c)
a committee of the Board of Directors upon which he does not serve and which he reasonably believes to merit confidence, as to matters
within the authority designated to it by the Certificate of Incorporation or the Bylaws. A Director shall not be considered as acting
in good faith if he has knowledge concerning the matter in question that would cause the reliance described above to be unwarranted.
A person who performs his or her duties in compliance with this section shall have no liability because of being or having been a Director
of the Corporation.
SECTION
6. PRESUMPTION OF ASSENT. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken is presumed to have assented to the action unless he votes against it or expressly abstains from voting on
it. The Secretary of the meeting shall record each abstention or negative vote in the minutes of the meeting.
SECTION
7. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. If the office of any director becomes vacant by reason of death, resignation, disqualification,
removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired
term and until his or her successor is elected and qualified.
SECTION
8. QUORUM AND VOTING. A majority of the full Board of Directors constitutes a quorum for the transaction of business. The act of the
majority of the Directors present at a meeting at which a quorum is present is the act of the Board of Directors.
SECTION
9. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors by resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution
shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:
(a)
approve, adopt or recommend to stockholders actions or proposals required by law to be submitted to the stockholders, or
(b)
amend or repeal the Bylaws.
The
Board of Directors, by resolution adopted according to this section, may designate one or more Directors as alternate members of any
committee, who may act in the place of any absent member at any meeting of that committee.
SECTION
10. PLACE OF MEETINGS. Regular and special meetings by the Board of Directors may be held within or outside the State of Delaware.
SECTION
11. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without notice other than this Bylaw immediately after,
and at the same place as, the annual meeting of stockholders. The Board of Directors may provide, by resolution, the time and place for
the holding of additional regular meetings without notice other than this Bylaw.
SECTION
12. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the CEO, the Chairman or any two
Directors.
SECTION
13. NOTICE OF MEETINGS. Written notice of the time and place of special meetings of the Board of Directors shall be given to each Director
by either personal delivery or first-class United States mail, telegram, or cablegram at least two (2) days before the day on which the
meeting held or shall be sent to him or her by facsimile transmission or telephoned or personally delivered to him or her not later than
the day before the day on which the meeting is held. Notice of a meeting of the Board of Directors need not be given to any Director
who signs a waiver of notice before, during, or after the meeting. Attendance of a Director at a meeting constitutes a waiver of notice
of that meeting and waiver of all objections to the time and place of the meeting, and the manner in which it was called or convened,
except when the Director attends the meeting solely to object, at the beginning of the meeting, to the transaction of business because
the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of notice of that meeting. A majority of the Directors present,
whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any adjourned
meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other Directors.
SECTION
14. METHOD OF MEETING. Members of the Board of Directors may participate in the meeting of the Board of Directors by means of a conference
telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time.
Participation by such means constitutes presence in person at a meeting.
SECTION
15. ACTION WITHOUT A MEETING. Any action required to be taken at a meeting of the Directors, or any action that may be taken at a meeting
of the Board of Directors or a committee of the Board of Directors, may be taken without a meeting if a written consent, setting forth
the action to be taken and signed by all the Directors or committee members, is filed in the minutes of the proceedings of the Board
of Directors or the committee. All Directors need not sign the same document. A unanimous, written consent has the same effect as a unanimous
vote.
SECTION
16. DIRECTOR CONFLICTS OF INTEREST. No transaction or contract involving a Corporation shall be invalid solely because one or more of
its officers or directors has an interest, directly or indirectly, in the party with whom the Corporation is contracting or doing business.
The presence for quorum purpose of such interested directors, their participation in the consideration of the matter or even their votes
in favor will not render the transaction void or voidable, if at least one of three additional circumstances is present:
(a)
The facts concerning the interest are known and the transaction is approved by a majority of the disinterested directors, even though
such disinterested directors may be less than a quorum; or
(b)
The facts concerning the interest are known, and the transaction is approved in good faith by the stockholders; or
(c)
The transaction was fair to the Corporation at the time it was made.
SECTION
17. APPROVAL OR RATIFICATION OF ACTS OR CONTRACT BY STOCKHOLDERS. The Board of Directors in its discretion may submit any act or contract
for approval or ratification at any annual meeting of the stockholders, or at any special meeting of the stockholders called for the
purpose of considering any such act or contract, and any act or contract that shall be approved or be ratified by the vote of the stockholders
holding a majority of the issued and outstanding shares of stock of the Corporation entitled to vote and present in person or by proxy
at such meeting (provided that a quorum is present), shall be as valid and as binding upon the Corporation and upon all the stockholders
as if it has been approved or ratified by every stockholder of the Corporation. In addition, any such act or contract may be approved
or ratified by the written consent of stockholders holding a majority of the issued and outstanding shares of capital stock of the Corporation
entitled to vote and such consent shall be as valid and as binding upon the Corporation and upon all the stockholders as if it had been
approved or ratified by every stockholder of the Corporation.
ARTICLE
III. OFFICERS
SECTION
1. OFFICERS. The Executive Officers of the Corporation shall consist of a CEO, President, a Secretary, and a Treasurer, and may include
one or more Executive and Senior Vice Presidents. The Executive Officers shall be elected by the Board of Directors, at the first meeting
of the Board of Directors following the annual meeting of the stockholders each year. The Board of Directors from time to time may elect
or appoint other officers (including Vice Presidents), assistant officers, and agents, who shall have the authority and perform such
duties as the Board of Directors prescribes. Each Executive Officer shall hold office until his or her successor is appointed and has
qualified or until his or her earlier death, resignation, or removal from office. One (1) person may hold any two (2) or more Executive
Offices. The failure to elect any Executive Officer shall not affect the existence of the Corporation.
SECTION
2. PRESIDENT. The President may also be the CEO of the Corporation. Subject to the directions of the Board of Directors, the CEO has
general and active management of the business and affairs of the Corporation, and shall preside at all meetings of the stockholders and
Board of Directors. The duties, powers and functions of the CEO and other officers shall be such as is and has been customary for such
CEO and officers of the Corporation.
SECTION
3. VICE PRESIDENTS. The Executive Vice Presidents and Senior Vice Presidents have the powers and shall perform the duties that the Board
of Directors or the President prescribes. Unless the Board of Directors otherwise provides, if the President is absent or unable to act,
the Executive Vice President shall perform all the duties and may exercise all the powers of the President. If the Executive Vice President
is absent or unable to act, the Vice President who has served in the capacity for the longest time and who is present and able to act
shall perform all the duties and may exercise all the powers of the Executive Vice President. Unless the Board of Directors otherwise
provides, any Executive or Senior Vice President may sign bonds, deeds, and contracts for the Corporation and, with the Secretary or
Assistant Secretary, may sign certificates for shares of stock of the Corporation.
SECTION
4. SECRETARY. The Secretary shall (a) keep the minutes of the meetings of the stockholders and the Board of Directors in one or more
books provided for that purpose, (b) see that all notices are duly given according to the relevant provisions of these Bylaws or as required
by law, (c) maintain custody of the corporate records and seal, attest the signatures of officers who execute documents on behalf of
the Corporation, and affix the seal to all documents that are executed on behalf of the Corporation under its seal, (d) keep a register
of each stockholder’s mailing address that the stockholder furnishes to the Secretary, (e) sign with the President or a Vice President
certificates for shares of stock of the Corporation, the issuance of which has been authorized by resolution of the Board of Directors,
(f) have general charge of the stock transfer books of the Corporation, and (g) in general, perform all duties incident to the office
of Secretary and such other duties as the President or the Board of Directors from time to time prescribes.
SECTION
5. TREASURER. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation,
(b) receive and give receipts for all monies due and payable to the Corporation and deposit all monies in the name of the Corporation
in the banks, trust companies, or other depositories selected by the Board of Directors, and (c) in general perform all the duties incident
to the office of Treasurer and such other duties as the President or the Board of Directors from time to time assigns to him or her.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and
with such sureties as the Board of Directors determines.
SECTION
6. REMOVAL OF OFFICERS. An officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors or
the CEO whenever in the judgment of either, his or her removal would serve the best interests of the Corporation. Removal shall be without
prejudice to any contract rights of the person removed.
The
mere appointment of any person as an officer, agent, or employee of the Corporation does not create any contract rights. The Board of
Directors may fill a vacancy in any office.
SECTION
7. SALARIES. The Board of Directors from time to time shall fix the salaries of the officers, and no officer shall be prevented from
receiving a salary merely because he is also a director of the Corporation.
ARTICLE
IV. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
SECTION
1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the
fact that he or she, or a person of whom he or she is the legal representative, is or was or has agreed to become a director or officer
of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while
serving or having agreed to serve as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against all expense, liability and loss (including, without limitation, attorneys’
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the capacity
which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article IV shall be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or
her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has
been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by
or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified
person is not entitled to be indemnified under this Section or otherwise.
SECTION
2. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may, by action of its Board of Directors, provide indemnification to employees
and agents of the Corporation, individually or as a group, with the same scope and effect as the indemnification of directors and officers
provided for in this Article.
SECTION
3. NONEXCLUSIVITY OF RIGHTS. The right to indemnification and the advancement and payment of expenses conferred in this Article IV shall
not be exclusive of any other right which any person may have or hereafter acquire under any law (common or statutory), provision of
the Certificate of incorporation of the Corporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
SECTION
4. INSURANCE. The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director,
officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General
Corporation Law.
SECTION
5. SAVINGS CLAUSE. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify and hold harmless each director and officer of the Corporation as to costs, charges
and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article
IV that shall not have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE
V. STOCK CERTIFICATES
SECTION
1. ISSUANCE. Every stockholder of this Corporation is entitled to have a certificate, evidencing all shares to which he is entitled.
No certificate shall be issued for any share until the share is fully paid.
SECTION
2. FORM. Certificates evidencing shares in this Corporation shall be signed by the CEO or a Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this Corporation or a facsimile of the seal. The signatures of the foregoing officers may
be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation or an employee
of the Corporation. If, before the certificate is issued, any officer who signed or whose facsimile signature has been placed on the
certificate ceases to hold that office, the certificate may be issued and will be as effective as if that person were an officer at the
date of issuance. Every certificate evidencing shares that are restricted as to the sale, disposition, or other transfer shall (a) bear
a legend stating that those shares are restricted as to transfer and (b) the circumstances under which the shares may be transferred.
Every certificate evidencing shares shall state on its face (a) the name of the Corporation, (b) that the Corporation is organized under
the laws of Delaware, (c) the name of the person or persons to whom the shares are issued, (d) the number and class of shares, (e) the
designation of the series, if any, that the certificate evidences and (f) the par value of each share evidenced by the certificate.
Notwithstanding
any other provision in these Bylaws, the Corporation may adopt a system of issuance, recordation and transfer of its shares by electronic
or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for any required
statements on certificates, and as may be required by applicable corporate securities laws, which system has been approved by the United
States Securities and Exchange Commission. Any system so adopted shall not become effective as to issued and outstanding certificated
securities until the certificates therefore have been surrendered to the Corporation.
SECTION
3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Corporation may issue a new certificate in the place of any certificate previously issued
if the holder of record of the Corporation (a) makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken, (b)
requests the issuance of a new certificate before the Corporation has notice the certificate has been acquired by a purchaser for value
in good faith and without notice of any adverse claim, (c) if requested by the Corporation, gives bond in such form as the Corporation
directs, to indemnify the Corporation, the transfer agent, and the registrar against any claim that may be made because of the alleged
loss, destruction, or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the Corporation.
ARTICLE
VI. BOOKS AND RECORDS
SECTION
1. RECORDS REQUIRED. This Corporation shall keep correct and complete books and records of account and minutes of the proceedings of
its stockholders, Board of Directors and committees of Directors, and shall keep at its registered office or principal place of business,
or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders,
and the number, class and series, if any, of the shares held by each.
SECTION
2. FORM. The Corporation’s books, records, and minutes may be written or kept in any other form capable of being converted into
writing within a reasonable time.
SECTION
3. INSPECTION. Upon written demand stating a proper purpose, any stockholder may examine, in person or by agent or attorney, during the
usual hours for business, the Corporation’s stock ledger, a list of its stockholders, and any other books and records permitted
by law, and may make copies or extracts from any of the foregoing.
SECTION
4. FINANCIAL REPORTS. Unless modified by resolution of the stockholders, not later than four (4) months after the close of each fiscal
year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the
close of its fiscal year and a profit and loss statement showing the results of its operation during its fiscal year. These balance sheets
and profit and loss statements shall be (a) filed at the office of the Corporation, (b) kept for at least three (3) years, and (c) subject
to inspection during business hours by any stockholder or holder of voting trust certificates, in person or by agent. The Corporation
shall mail a copy of the most recent balance sheet and profit and loss statement to any stockholder or holder of voting trust certificates
for shares of the Corporation, upon his/her/its written request.
SECTION
5. FISCAL YEAR. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
ARTICLE
VII. DIVIDENDS
The
Board of Directors from time to time may declare, and the Corporation may pay, dividends on the Corporation’s outstanding shares
in the manner and upon the terms and conditions provided by law.
ARTICLE
VIII. MISCELLANEOUS
SECTION
1. CORPORATE SEAL. The Board of Directors may provide a suitable seal containing the name of the Corporation. The Secretary shall have
charge of the seal (if any). If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be
kept and used by the Treasurer.
SECTION
2. RESIGNATIONS. Any director, member of a committee or officer may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the chief executive officer
or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
SECTION
3. FACSIMILE SIGNATURES. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these
bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors.
ARTICLE
IX. AMENDMENT
The
Board of Directors is hereby expressly authorized to adopt, amend or repeal the bylaws of the Corporation or adopt new bylaws, without
any action on the part of the stockholders, by the vote of a majority of the directors; provided, however, that no such adoption, amendment,
or repeal shall be valid with respect to bylaw provisions which have been adopted, amended, or repealed by the stockholders; and further
provided, that bylaws adopted or amended by the Board of Directors and any powers thereby conferred may be amended, altered, or repealed
by the stockholders.
APPENDIX
B
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
REED’S,
INC.
Reed’s,
Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
docs hereby certify:
FIRST:
That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with
the Secretary of State of the State of Delaware this Certificate of Amendment of Certificate of Incorporation (this “Amendment”)
to decrease its authorized capital stock to Sixty Million Five Hundred Thousand (60,500,000), of which Sixty Million (60,000,000) shall
be shares of Common Stock having a par value of $.0001 per share and Five Hundred Thousand (500,000) shall be shares of Preferred Stock
having a par value of $10.00 per share; and (ii) declaring this Amendment to be advisable, submitted to, and considered by, the stockholders
of the Corporation entitled to vote thereon for approval by the affirmative vote of such stockholders in accordance with the terms of
the Corporation’s Certificate of Incorporation, as previously amended (the “Certificate of Incorporation”) and Section 242
of the General Corporation Law of the State of Delaware (the “DGCL”) and recommended for approval by the stockholders of
the Corporation.
SECOND:
That thereafter, pursuant to resolutions of its Board of Directors, the necessary number of shares as required by statute were voted
in favor of the Amendment.
THIRD:
That this Amendment was duly adopted in accordance with the terms of the Certificate of Incorporation and the provisions of Section 242
of the DGCL by the Board of Directors and stockholders of the Corporation.
FOURTH:
The Certificate of Incorporation is amended by amending Article IV thereof to read in its entirety as follows: The total number of shares
of capital stock which the Corporation is authorized to issue is Sixty Million Five Hundred Thousand (60,500,000), of which Sixty Million
(60,000,000) shall be shares of Common Stock having a par value of $.0001 per share and Five Hundred Thousand (500,000) shall
be shares of Preferred Stock having a par value of $10.00 per share. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the
designations, powers, preferences, and rights and the qualifications, limitations, or restrictions thereof, of each such series of Preferred
Stock, including without limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences
of any wholly unissued series of Preferred Stock, and the number of shares constituting such series and the designation thereof, or any
of the foregoing. The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the
class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number
of which was fixed by it, subsequent to the issue of shares of such series then outstanding, subject to the powers, preferences, and
rights and the qualifications, limitations, and restrictions thereof stated in the resolution of the Board of Directors originally fixing
the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease
shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by the ________________________
of the Corporation on __________, 2025.
| |
REED’S,
INC. |
| |
|
|
| |
By:
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Name: |
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Title: |
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Reeds (QX) (USOTC:REED)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Reeds (QX) (USOTC:REED)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
