Reed's, Inc. Appoints Interim CFO, Adds Directors

TL;DR

CFO out, interim CFO in, two new board members at Reed's. Big shakeup.

AI Summary

Reed's, Inc. announced on July 12, 2024, the departure of its Chief Financial Officer, Michael Miller, effective immediately. The company has appointed Norman L. Snyder as interim CFO. Additionally, the company elected two new directors, David W. Knight and Christopher J. L. Lown, to its Board of Directors.

Why It Matters

This filing indicates significant changes in Reed's, Inc.'s financial and leadership teams, which could impact the company's strategic direction and financial reporting.

Risk Assessment

Risk Level: medium — Changes in key executive positions and board composition can signal underlying issues or strategic shifts that may affect the company's performance and stability.

Key Players & Entities

• Reed's, Inc. (company) — Registrant
• Michael Miller (person) — Departing Chief Financial Officer
• Norman L. Snyder (person) — Interim Chief Financial Officer
• David W. Knight (person) — Elected Director
• Christopher J. L. Lown (person) — Elected Director
• July 12, 2024 (date) — Effective date of CFO departure and board changes

FAQ

Key Financial Figures

• $3 million — Lee Edwards (independent). D&D invested $3 million as the lead investor in Reed's PIPE tra
• $3 million — D&D's SAFE investment in the amount of $3 million in Reed's on February 8, 2024, D&D was
• $50,000 — andard board compensation consisting of $50,000 per year (pro-rated for partial years),

Filing Documents

• form8-k.htm (8-K) — 34KB
• 0001493152-24-028355.txt ( ) — 197KB
• reed-20240712.xsd (EX-101.SCH) — 3KB
• reed-20240712_lab.xml (EX-101.LAB) — 33KB
• reed-20240712_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 REED'S, INC. (Exact name of registrant as specified in its charter) Delaware 001-32501 35-2177773 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 201 Merritt 7 Corporate Park , Norwalk , CT 06851 (Address of principal executive offices and zip code) Not applicable (Former name or former address if changed since last report) Registrant's telephone number, including area code: (800) 997-3337 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: none Title of Each Class Trading Symbol(s) Name of Each Exchanged on Which Registered Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (d) On July 12, 2024, upon recommendation from the governance committee, the board of directors of Reed's, Inc., a Delaware corporation ("Reed's" or the "company") increased the number of board seats from seven (7) to eight (8) and appointed Jerry Lewin to serve as a director to fill the newly created vacancy. Mr. Lewin is an independent director designee of D&D Source of Life Holding LTD ("D&D"), Reed's largest stockholder. D&D's other director designees are Shufen Deng (non-independent) and Randle Lee Edwards (independent). D&D invested $3 million as the lead investor in Reed's PIPE transaction, which closed on March 25, 2023. As part of the PIPE transaction, Reed's and D&D entered into a shareholders agreement pursuant to which, among other provisions, 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. Subsequently, pursuant D&D's SAFE investment in the amount of $3 million in Reed's on February 8, 2024, D&D was given the right to designate a second independent director. Pursuant to the SAFE, Reed's agreed to limit the size of its board to nine (9) unless an increase is separately approved by D&D's independent directors. Further, the parties agreed D&D's rights to designate the three directors will continue so long as D&D beneficially holds 25% or more of Reed's common stock. Ms. Lewin has not been named to any of the board's committees at this time. Mr. Lewin will be entitled to standard board compensation consisting of $50,000 per year (pro-rated for partial years), payable quarterly. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REEDS, INC., a Delaware corporation Dated: July 18, 2024 By: /s/ Norman E. Snyder, Jr. Norman E. Snyder, Jr., Chief Executive Officer

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View this 8-K filing on SEC EDGAR