Reed’s Announces Pricing of $10.0 Million Private Placement

The financing would issue 17,421,602 common shares to Reed’s majority investor at $0.574 per share.

Rhea-AI Summary

Reed’s (REED) entered into a securities purchase agreement for a private placement expected to raise approximately $10.0 million in gross proceeds.

Majority investor D&D Source of Life Holding will purchase 17,421,602 common shares at $0.574 per share. The financing is priced in accordance with the NYSE minimum pricing rule. Closing is expected on or about October 30, 2026, subject to customary closing conditions. Gross proceeds are before estimated offering expenses. Reed’s intends to use the net proceeds for working capital and other general corporate purposes.

1 point · 1 major

MixediHow this balance works

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Private placement is expected to provide approximately $10.0 million in gross proceeds before estimated offering expenses. 1.2× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.17,421,602 new common shares at $0.574 per share would dilute existing holders.

News Explained

Cash at June 30, 2026, equaled 101.1 days of reported second-quarter operating cash outflow at that rate—a historical sizing, not projected runway.

The placement remains unclosed, with closing expected on or about October 30, 2026, subject to customary conditions; if completed, the sale of 17,421,602 new shares to Reed’s majority investor would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

A PIPE is a private sale of securities to selected investors outside a public offering; Reed’s has agreed to file an SEC registration statement covering resale of the shares.

At the reported second-quarter operating-cash-outflow rate, the expected $10.0 million gross proceeds equal 419.4 days of use; this is a backward-looking sizing, not a forecast of cash runway.

Sources and calculations

• Reed’s Announces Pricing of $10.0 Million Private Placement (2026-10-28)
• Dilution (undated)
• Private placement / PIPE (undated)
• Reed’s 2026 second-quarter fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $10,000,000 / ($2,170,000 / 91) = 419.4 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $2,410,000 / ($2,170,000 / 91) = 101.1 days

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Details

Market Reaction – REED

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$0.60 – $0.78 Day Range

$8.57M Mkt Cap at Last Price

On Oct 28, the day this news came out, the latest delayed price for REED is 0.59% below the previous close. Argus tracked a trough of -3.0% from its starting point during tracking. Our momentum scanner has recorded 7 alerts for this stock so far that day. The latest delayed price is $0.72. Relative volume is above average at 1.6x the average.

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Key Figures

Shares to be sold: 17,421,602 shares Purchase price: $0.574 per share Expected gross proceeds: Approximately $10.0 million +1 more

Shares to be sold

17,421,602 shares

Common stock in the PIPE financing

Purchase price

$0.574 per share

PIPE financing

Expected gross proceeds

Approximately $10.0 million

Before estimated offering expenses

Expected closing

On or about October 30, 2026

Subject to customary closing conditions

Key Terms

pipe, securities purchase agreement, regulation d, registration rights agreement

4 terms

pipe financial

"private investment in public equity (“PIPE”) financing"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

securities purchase agreement financial

"entered into a securities purchase agreement with its majority investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

regulation d regulatory

"and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights agreement financial

"terms of a registration rights agreement entered into with the investor"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NORWALK, Conn., Oct. 28, 2026 (GLOBE NEWSWIRE) -- Reed’s, Inc. (NYSE American: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced that it has entered into a securities purchase agreement with its majority investor, D&D Source of Life Holding Ltd., for the purchase and sale of 17,421,602 shares of its common stock at a purchase price of $0.574 per share in a private investment in public equity (“PIPE”) financing priced in accordance with the NYSE minimum pricing rule. The gross proceeds from the offering are expected to be approximately $10.0 million, before deducting estimated offering expenses.

The closing of the PIPE is expected to occur on or about October 30, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of a registration rights agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of the shares of common stock.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Reed's, Inc.

Reed’s is an innovative company and category leader that provides the world with high quality, premium and better-for-you sodas. Established in 1989, Reed's is a leader in craft beverages under the Reed’s^®, Virgil’s^® and Flying Cauldron^® brand names. The Company’s beverages are now sold in over 32,000 stores nationwide.

Forward-Looking Statements

Statements in this release that are not historical are forward-looking statements. These forward-looking statements are typically identified by terms such as “aim,” “believe,” “look forward to,” “can,” “will,” “realize,” “deliver,” and similar expressions. Forward-looking statements include, but are not limited to, statements about the anticipated benefits of our strategic initiatives and investments, our ability to achieve our strategic objectives, expand our business and generate long-term value, the expected timing, completion and benefits of the PIPE, and the intended use of proceeds from the PIPE. These forward-looking statements are based on current expectations. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties, and assumptions, many of which involve factors or circumstances that are beyond our control. These risks could materially impact our ability to access raw materials, production, transportation and/or other logistics needs.

If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, Reed’s actual results could differ materially from the results expressed or implied by the forward-looking statements we make. The risks and uncertainties referred to above include, but are not limited to: our ability to compete successfully; our ability to manage growth, including the expansion of our business to markets in Asia; our ability to consummate the PIPE on the expected terms, or at all; risks associated with new product releases; the impacts of inflation; risks that customer demand may fluctuate or decrease; our ability to attract and retain qualified management and personnel; our ability to develop and expand strategic and third party distribution channels; our dependence on third party suppliers, co-packers and distributors; our ability to continue to innovate; protection of intellectual property; inventory shortages or write-offs; general political or destabilizing events, including the wars in Ukraine and Israel; the effect of evolving domestic and foreign government regulations, including those addressing tariffs, data privacy and cross-border data transfers; and other risks detailed from time to time in Reed’s public filings, including Reed’s annual report on Form 10-K filed on March 27, 2026, as amended by Reed’s quarterly report on Form 10-Q for the period ended June 30, 2026 filed on August 12, 2026. These forward-looking statements are based on current expectations and speak only as of the date hereof. Reed’s assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Investor Relations Contact

Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
REED@elevate-ir.com
(720) 330-2829

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Reed’s raising in its private placement, and at what price?

Reed’s expects approximately $10.0 million in gross proceeds from selling 17,421,602 common shares at $0.574 per share to its majority investor, D&D Source of Life Holding. The gross amount is before estimated offering expenses.

When is Reed’s private placement expected to close?

Reed’s expects the private placement to close on or about October 30, 2026, subject to the satisfaction of customary closing conditions.

Will Reed’s register the private placement shares for resale?

Reed’s has agreed to file a registration statement with the SEC covering resale of the common shares under a registration rights agreement with the investor. The shares will not initially be registered and may be offered or sold in the United States only under an effective registration statement or an applicable exemption.