Reed's, Inc. Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Reed's, Inc. signed a big deal, sold some stock, and shuffled execs. Watch this space.

AI Summary

On September 10, 2025, Reed's, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including the departure of directors and the election of new officers. Additionally, compensatory arrangements for certain officers were detailed.

Why It Matters

This filing indicates significant corporate activity at Reed's, Inc., including new agreements and potential equity dilution, which could impact investors and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and unregistered sales of equity, which can introduce financial and strategic risks.

Key Players & Entities

• REED'S, INC. (company) — Registrant
• September 10, 2025 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.0001 — hares (the " Shares ") of common stock, $0.0001 par value per share, at a purchase pric
• $1.00 — value per share, at a purchase price of $1.00 per Share, for aggregate gross proceeds
• $5.0 million — Share, for aggregate gross proceeds of $5.0 million. The Private Placement closed on Septem

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex10-1.htm (EX-10.1) — 207KB
• ex10-2.htm (EX-10.2) — 191KB
• 0001493152-25-013710.txt ( ) — 682KB
• reed-20250910.xsd (EX-101.SCH) — 3KB
• reed-20250910_lab.xml (EX-101.LAB) — 33KB
• reed-20250910_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): September 10, 2025 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.) 501 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 1.01 Entry Into a Material Definitive Agreement. On September 12, 2025, Reed's, Inc., a Delaware corporation (the " Company "), entered into a securities purchase agreement (the " Purchase Agreement ") with six accredited investors for the issuance and sale in a private placement (the " Private Placement ") of 5,000,000 shares (the " Shares ") of common stock, $0.0001 par value per share, at a purchase price of $1.00 per Share, for aggregate gross proceeds of $5.0 million. The Private Placement closed on September 15, 2025 (the " Closing Date "). In connection with the Private Placement, the Company entered into a registration rights agreement (the " Registration Rights Agreement "), dated as of September 12, 2025, with the investors, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the " SEC ") registering the resale of the Shares no later than fifteen days after the Closing Date (the " Registration Statement "), and to use its best efforts to have the registration statement declared effective as promptly as possible thereafter, and in any event no later than seventy days following the Closing Date (or ninety days following the Closing Date in the event of a "full review" by the SEC). The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements by the Company, customary conditions to closing, termination provisions, indemnification obligations of the Company and other obligations of the parties. The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the form of each of the Purchase Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Item 3.02 Unregistered Sales of Equity Securities. The information set forth above in Item 1.01 with respect to the Private Placement and the Shares issued in the Private Placement is hereby incorporated by reference into this Item 3.02. The Shares have not been registered under the Securities Act of 1933, as amended (the " Securities Act "), and are instead being offered pursuant to the exemption provided in Section 4(a)(2), and Rule 506(b) promulgated thereunder. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Randle Lee Edwards On September 10, 2025, Randle Lee Edwards resigned, effective immediately, as a member of the Board of Directors (the " Board ") of the Company. Mr. Lee's resignation was not the result of any disagreements with the Company relating to the Company's operations, policies or practices. Appoint

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