Reed’s, Inc. Announces Pricing of $10 Million Public Offering and Uplisting to NYSE American Stock Exchange

Rhea-AI Summary

Reed’s (NYSE American: REED) priced an underwritten public offering of 2,500,000 common shares paired with 2,500,000 warrants at a combined public offering price of $4.00 per share-plus-warrant, generating expected gross proceeds of approximately $10 million before fees and expenses.

The warrants are exercisable immediately at an exercise price of $4.50 and expire five years from issuance. Underwriters have a 45-day option to purchase up to an additional 375,000 shares and/or 375,000 warrants. The offering is expected to close on or about December 8, 2025.

In connection with the offering, Reed’s common stock was approved for listing and will begin trading on NYSE American on December 5, 2025, and trading on the OTCQX Best Market will terminate upon effectiveness of the listing.

Positive

• Gross offering proceeds of approximately $10 million
• Listing begins on NYSE American on Dec 5, 2025
• Warrants exercisable immediately with 5-year term at $4.50 exercise price

Negative

• Sale of 2,500,000 new shares may cause near-term dilution to existing shareholders
• Net proceeds will be reduced by underwriting discounts, commissions and offering expenses

News Market Reaction

-50.08% 215.8x vol

5 alerts

-50.08% News Effect

-9.3% Trough in 13 min

-$29M Valuation Impact

$29M Market Cap

215.8x Rel. Volume

On the day this news was published, REED declined 50.08%, reflecting a significant negative market reaction. Argus tracked a trough of -9.3% from its starting point during tracking. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $29M from the company's valuation, bringing the market cap to $29M at that time. Trading volume was exceptionally heavy at 215.8x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares offered: 2,500,000 shares Warrants offered: 2,500,000 warrants Offering price: $4.00 per share-plus-warrant +5 more

8 metrics

Shares offered 2,500,000 shares Common stock in underwritten public offering

Warrants offered 2,500,000 warrants Warrants paired with common stock in offering

Offering price $4.00 per share-plus-warrant Combined public offering price

Warrant exercise price $4.50 per share Exercise price for warrants issued in offering

Gross proceeds $10 million Expected gross proceeds before fees and expenses

Underwriters’ option period 45 days Option to purchase additional shares and/or warrants

Additional shares/warrants 375,000 shares and 375,000 warrants Maximum additional securities under underwriters’ option

Warrant term 5 years Expiration timeframe from issuance date

Market Reality Check

Price: $2.20 Vol: Volume 123,373 is above t...

high vol

$2.20 Last Close

Volume Volume 123,373 is above the 20-day average of 64,484, indicating elevated trading interest ahead of the offering and uplisting. high

Technical Shares at $3.54 were trading below the 200-day MA of $7.13, reflecting a weak longer-term trend before the offering.

Peers on Argus

Peer moves were mixed: JONES SODA (JSDA) was down 2%, LABOR SMART (LTNC) was up ...

Peer moves were mixed: JONES SODA (JSDA) was down 2%, LABOR SMART (LTNC) was up 50%, while other close peers were flat. This divergence supports the view that REED’s move was stock-specific to its equity offering and uplisting.

Historical Context

5 past events · Latest: Dec 08 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Offering closing	Negative	+1.9%	Closed $10M offering and confirmed NYSE American uplisting details.
Dec 05	Offering pricing	Negative	-50.1%	Priced $10M underwritten public offering with warrants and uplisting.
Oct 21	Earnings call schedule	Neutral	+0.0%	Announced timing and access details for Q3 2025 results call.
Sep 16	Private placement	Negative	-3.0%	Closed $5.0M private placement to fund working capital and growth.
Sep 12	Leadership changes	Neutral	+0.0%	Announced reorganization, new CMO appointment, and CCO resignation.

Pattern Detected

Recent capital-raising events (private placement and public offering) often coincided with negative or volatile price reactions, while operational or scheduling updates saw flat responses.

Recent Company History

Over the last few months, Reed’s undertook several capital-raising and structural actions. A $5.0 million private placement in September 2025 and leadership changes saw limited price impact. The October 31, 2025 1-for-6 reverse split preceded an S-1 filing for a primary offering tied to an NYSE American listing. The current priced $10 million underwritten public offering with warrants and uplisting continues this focus on recapitalization and exchange upgrade, following earlier private placements and Q3 10-Q disclosures on liquidity and debt.

Market Pulse Summary

The stock dropped -50.1% in the session following this news. A negative reaction despite the uplisti...

Analysis

The stock dropped -50.1% in the session following this news. A negative reaction despite the uplisting fits prior behavior around capital-raising events, such as the -50.08% move on the earlier pricing release. The announcement added new shares and warrants at a fixed price, highlighting dilution atop recent private placements and a reverse split. Historical news shows that financing and balance-sheet actions often preceded pressure on the stock, suggesting that concerns about capital structure and ongoing funding needs could have outweighed the perceived benefits of trading on NYSE American.

Key Terms

underwritten public offering, warrants, exercise price, NYSE American, +2 more

6 terms

underwritten public offering financial

"today announced the pricing of an underwritten public offering of 2,500,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

warrants financial

"shares of its common stock and warrants to purchase 2,500,000 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The warrants will have an exercise price of $4.50 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

NYSE American financial

"has been approved for listing and will begin trading on the NYSE American LLC"

NYSE American is a stock exchange where companies can list their shares to be bought and sold by investors. It functions like a marketplace, helping businesses raise money and providing investors with opportunities to buy ownership in these companies. Its role is important because it facilitates the trading of smaller or emerging companies, offering investors access to a broader range of investment options.

registration statement on Form S-1 regulatory

"A registration statement on Form S-1 (File No. 333-291443), including a prospectus"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"including a prospectus, relating to these securities has been filed"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

NORWALK, Conn., Dec. 05, 2025 (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 the pricing of an underwritten public offering of 2,500,000 shares of its common stock and warrants to purchase 2,500,000 shares of common stock (collectively, the “Securities”). Each share of common stock and accompanying warrant to purchase one share of common stock are being sold together at a combined public offering price of $4.00. The warrants will have an exercise price of $4.50 per share, will be exercisable immediately and will expire five years from the issuance date. In addition, Reed’s has granted the underwriters a 45-day option to purchase up to an additional 375,000 shares of common stock and/or 375,000 warrants at their respective public offering prices, less underwriting discounts and commissions. All of the Securities are being sold by Reed’s.

The gross proceeds from the offering are expected to be approximately $10 million, before deducting underwriting discounts and commissions and other offering expenses, excluding any exercise of the underwriters’ option to purchase additional Securities and any exercise of the warrants to be issued in the offering. The offering is expected to close on or about December 8, 2025, subject to customary closing conditions.

Reed’s also announced that, in connection with the offering, its common stock has been approved for listing and will begin trading on the NYSE American LLC stock exchange (“NYSE American”) on December 5, 2025. Upon effectiveness of the listing on the NYSE American, trading of the common stock on the OTC Markets’ OTCQX Best Market will terminate. 

A.G.P./Alliance Global Partners is acting as the sole book-running manager, and Roberts & Ryan, Inc. is acting as a co-manager for the offering.

A registration statement on Form S-1 (File No. 333-291443), including a prospectus, relating to these securities has been filed with and declared effective by the Securities and Exchange Commission (“SEC”). 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 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 jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended. The offering may be made only by means of a prospectus. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting A.G.P./Alliance Global Partners at 590 Madison Avenue, 28th Floor, New York, NY 10022, by phone at (212) 624-2060 or e-mail at prospectus@allianceg.com.

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 beverages. 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

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to Reed’s expectations regarding the offering and related uplisting to the NYSE American, including expected gross proceeds and anticipated closing date, the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. Reed’s cautions investors not to place undue reliance on the forward-looking statements contained in this release. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions, the risk that the public offering will not be consummated on the terms or in the amounts contemplated or otherwise, and the satisfaction of customary closing conditions related to the public offering. Risks and uncertainties relating to Reed’s and its business can be found in the “Risk Factors” section of Reed’s annual report on Form 10-K filed on March 28, 2025, as supplemented by its quarterly report on Form 10-Q for the period ended September 30, 2025, and in the Registration Statement on Form S-1, as amended, related to the offering and declared effective by the SEC on December 4, 2025. Reed’s undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in Reed’s expectations, except as required by law.

Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
ir@reedsinc.com
(720) 330-2829

FAQ

What did Reed’s (REED) announce on December 5, 2025 about a public offering?

Reed’s priced an offering of 2,500,000 common shares with 2,500,000 warrants at $4.00 combined price, expected to raise about $10 million before fees.

When will Reed’s (REED) NYSE American listing and OTCQX termination occur?

Reed’s common stock will begin trading on NYSE American on Dec 5, 2025, and OTCQX trading will terminate upon that listing’s effectiveness.

What are the warrant terms in Reed’s (REED) offering?

Each warrant is exercisable immediately at an exercise price of $4.50 and expires five years from issuance.

How large is the underwriters’ option in Reed’s (REED) offering and its timeframe?

Underwriters have a 45-day option to buy up to an additional 375,000 shares and/or 375,000 warrants at the public offering prices.

When is Reed’s (REED) offering expected to close?

The offering is expected to close on or about December 8, 2025, subject to customary closing conditions.