Sec Form 13D Filing - FiveT Investment Management Ltd filing for REED'S INC. (REED) - 2021-05-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(Date of Event which Requires Filing of this Statement)

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

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

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

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

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Item 1.  Security and Issuer.

Cusip:

758338107

Issuer:

Reed’s Inc.
201 Merritt 7
Norwalk, CT 06851

Item 2.  Identity and Background.

Name of person filing:

FiveT Investment Management Ltd
FiveT Capital AG

Registered address or principle place of business:

FiveT Investment Management Ltd
c/o DMS Corporate Services, Suite 5B201, 2nd Floor, One Nexus Way,
Camana Bay, Grand Cayman, Cayman Islands KY1-1108

FiveT Capital AG
Allmendstrasse 140, 8041 Zurich, ZH, Switzerland

Item 5.  Interest in Securities of the Issuer.

On 05 May 2021, the Reporting Persons acquired an aggregate of 6,680,000 shares of Common Stock, consisting of 6,680,000 shares held by the FiveT Investment Management Ltd (the “Shares”).  The Shares represent 7.14% of the Common Stock outstanding.  Subsequently, the Reporting Persons sold an aggregate of 1,604,890 Shares.  As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 5,075,110 shares of Common Stock. The Shares represent 5.42% of the Common Stock outstanding.

Item 7.  Material to Be Filed as Exhibits.

Schedule I

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Schedule I

This Schedule sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person in the last 60 days since the date of the event which requires filing of this Statement. 

Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

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SIGNATURE

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