Reed’s, Inc. (OTC: REED) faces going concern risks amid Q2 2026 loss
Reed’s, Inc. reported sharply lower sales and continued losses for the quarter and six months ended June 30, 2026, while showing some improvement in quarterly margins. Net sales were $7.5 million for the quarter and $14.6 million year‑to‑date, down 21% and 25% from 2025, driven by volume declines with recurring national customers and selective product liquidation.
Quarterly gross margin improved to 24% of net sales from 8% a year earlier, helped by lower inventory write‑offs and reduced delivery costs per case, though year‑to‑date gross margin slipped to 17% from 22%. Reed’s still posted a quarterly net loss of $4.3 million and a six‑month net loss of $10.7 million, with EBITDA remaining negative.
Liquidity is strained: as of June 30, 2026 cash was $2.4 million against a $9.25 million Senior Secured Loan maturing September 30, 2026, no remaining loan availability, and a stockholders’ deficit of $1.5 million. Management disclosed that these factors raise substantial doubt about the company’s ability to continue as a going concern and also highlighted the NYSE American notice that Reed’s is below certain stockholders’ equity listing standards.
Positive
- Quarterly gross margin improved to 24% of net sales in Q2 2026 from 8% a year earlier, driven by lower inventory write‑offs and better cost of goods per case.
- Delivery and handling costs fell to $1.1 million in Q2 2026 (15% of net sales and $2.54 per case), down from $1.6 million (17% of net sales and $2.95 per case) in Q2 2025.
Negative
- Net sales declined 21% in Q2 2026 and 25% for the first half of 2026 versus 2025, reflecting lower volumes with recurring national customers and higher promotional allowances.
- Net loss was $10.7 million for the six months ended June 30, 2026, with negative EBITDA of $10.1 million, indicating continued significant operating losses.
- Substantial doubt about going concern was disclosed under ASC 205‑40 due to recurring losses, cash used in operations of $8.0 million year‑to‑date, low cash, and a stockholders’ deficit.
- Leverage and refinancing risk are elevated with $9.25 million outstanding under a Senior Secured Loan maturing September 30, 2026 and no remaining borrowing availability.
- NYSE American listing is at risk after a May 29, 2026 notice that Reed’s is below required stockholders’ equity thresholds; failure to execute its compliance plan could lead to delisting.
Filing Explained
Reed’s issued 36,657 restricted shares and reports 2,910,991 exercisable warrants, adding current and contingent dilution mechanisms for existing common holders.
Reed’s reports that it issued 36,657 fully vested restricted common shares on
Because these shares were issued rather than merely registered, they increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.
At
As a backward-looking liquidity comparison,
Note 8’s option schedule and Note 9’s warrant schedule are the specified line items for tracking whether those contingent securities are exercised in later reporting.
Sources and calculations
- Reed’s, Inc. Form 10-Q for the six months ended June 30, 2026 (2026-06-30)
- Form 10-Q purpose (undated)
- Dilution definition (undated)
- Reed’s first-quarter 2026 fundamentals (2026-03-31)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $4,580,000 / ($5,844,000 / 90) = [object Object]
Key Figures
Key Terms
going concern financial
Senior Secured Loan financial
EBITDA financial
gross billing financial
promotional and other allowances financial
stockholders’ deficiency financial
Earnings Snapshot
FAQ
How did Reed’s, Inc. (REED) perform financially in Q2 2026?
What is Reed’s, Inc. (REED) current liquidity and debt position as of June 30, 2026?
Did Reed’s, Inc. (REED) improve its margins in Q2 2026?
Why does Reed’s, Inc. (REED) have a going concern warning?
What NYSE American compliance issues does Reed’s, Inc. (REED) face?
How are Reed’s, Inc. (REED) operating expenses trending in 2026?
What is Reed’s, Inc. (REED) EBITDA for Q2 and first half of 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from _______ to _______
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State
of incorporation) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Names of each exchange on which registered | ||
| |
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | |
| Smaller
Reporting Company |
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. ☐
Indicate
by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There
are
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | F-1 |
| Item 1. Condensed Consolidated Financial Statements | F-1 |
| Condensed Consolidated Balance Sheets - June 30, 2026 (Unaudited) and December 31, 2025 | F-1 |
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited) | F-2 |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the three and six months ended June 30, 2026 and 2025 (Unaudited) | F-3 |
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited) | F-4 |
| Notes to Condensed Consolidated Financial Statements three and six months ended June 30, 2026 and 2025 (Unaudited) | F-5 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4. Controls and Procedures | 10 |
| PART II – OTHER INFORMATION | 11 |
| Item 1. Legal Proceedings | 11 |
| Item 1A. Risk Factors | 11 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. Defaults Upon Senior Securities | 13 |
| Item 4. Mine Safety Disclosures | 13 |
| Item 5. Other Information | 13 |
| Item 6. Exhibits | 13 |
| i |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This report contains statements reflecting our views about our future performance that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such words and other similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of the Reform Act. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. These risks and uncertainties include, but are not limited to, those described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”) as updated by “Part II, Item 1A” of this report, which should be considered when evaluating our trends and future results. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. The discussion of risks in this report is by no means all-inclusive but is designed to highlight what we believe are important factors to consider when evaluating our future performance.
| ii |
Part I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
REED’S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share amounts)
June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts
receivable, net of allowance of $ | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property
and equipment, net of accumulated depreciation of $ | ||||||||
| Intangible assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Deferred revenue | - | |||||||
| Senior
secured loan, net of deferred financing costs of $ | ||||||||
| Current portion of lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities, less current portion | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficiency): | ||||||||
| Series
A Convertible Preferred stock, $ | ||||||||
| Common
stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficiency): | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficiency): | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-1 |
REED’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2026 and 2025
(Unaudited)
(Amounts in thousands, except share and per share amounts)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Inventory write-offs | ||||||||||||||||
| Total cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Delivery and handling expense | ||||||||||||||||
| Selling and marketing expense | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Dividends on Series A Convertible Preferred Stock | - | ( | ) | - | ( | ) | ||||||||||
| Net Loss Attributable to Common Stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-2 |
REED’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)
For the Three and Six Months Ended June 30, 2026 and 2025
(Unaudited)
(Amounts in thousands except share amounts)
| Shares | Amount | Shares | Amount | Capital | Deficit |
(Deficiency) | ||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit |
(Deficiency) | ||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Fair value of vested options | - | - | - | - | - | |||||||||||||||||||||||
| Fair value of vested restricted shares | - | - | - | - | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Total Stockholders’Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit |
(Deficiency) | ||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Fair value of vested options | - | - | - | - | - | |||||||||||||||||||||||
| Fair value of vested restricted shares | - | - | - | - | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common Stock | Preferred Stock |
Additional Paid In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Fair value of vested options | - | - | - | - | - | |||||||||||||||||||||||
| Dividends on Series A | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Common stock issued upon conversion of SAFE agreement | - | - | - | - | ||||||||||||||||||||||||
| Common stock issued for cash | - | - | - | - | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid In |
| Accumulated | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Fair value of vested options | - | - | - | - | - | |||||||||||||||||||||||
| Dividends on Series A | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Common stock issued upon conversion of SAFE agreement | - | - | - | - | ||||||||||||||||||||||||
| Common stock issued for cash | - | - | - | - | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-3 |
REED’S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
(Amounts in thousands)
June 30, 2026 | June 30, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of debt discount | ||||||||
| Fair value of vested options | ||||||||
| Fair value of vested restricted shares | - | |||||||
| Change in allowance for doubtful accounts | ||||||||
| Inventory write-offs and change in reserve | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Decrease in right of use assets | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ( | ) | ||||||
| Deferred revenue | - | |||||||
| Lease liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Trademark costs | - | ( | ) | |||||
| Purchase of property and equipment | - | ( | ) | |||||
| Net cash used in investing activities | - | ( | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of common stock | - | |||||||
| Payment of cash recorded as debt discount | - | ( | ) | |||||
| Amounts from former related party, net | - | ( | ) | |||||
| Net cash provided by financing activities | - | |||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Reduction in property and equipment and accounts payable | - | |||||||
| Reclass SAFE agreement from accounts payable to equity | - | |||||||
| Dividends on Series A Convertible Preferred Stock | $ | - | $ | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-4 |
REED’S, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)
(In thousands, except share and per share amounts)
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of Reed’s, Inc. (the “Company”, “we”, “us”, or “our”), have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures contained in these condensed consolidated financial statements are adequate to make the information presented herein not misleading. These condensed consolidated financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 25, 2026. The accompanying condensed consolidated financial statements are unaudited, but in the opinion of management, contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2026, and the results of its operations and its cash flows for the six months ended June 30, 2026 and 2025. The balance sheet as of December 31, 2025 is derived from the Company’s audited financial statements.
During the year ended December 31, 2025, the Company began an expansion into new geographic markets in the Asia Pacific region. The Company formed a wholly owned subsidiary Reed’s (Asia) Limited (BVI). Reed’s (Asia) Limited subsequently formed five additional wholly owned subsidiaries, Reed’s (Hong Kong) Limited, Reed’s (Japan) Limited, Jiangzhi Beverage (Hainan) Co. Limited, Reed’s Beverages (Singapore) PTE Limited, and Shenshen Jiangzi Beverage Co. Limited. These subsidiaries are an early part of the Company’s strategic expansion in the Asia Pacific region. The Company expects continued investment in its Asia Pacific growth initiative. Reed’s (Asia) Limited did not generate material sales in the period ended June 30, 2026 or 2025.
The results of operations for the six months ended June 30, 2026, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2026.
Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. For the six months ended June 30, 2026, the Company recorded a net loss
of $
Historically, the Company has financed its operations through existing cash balances, cash generated from operations, public and private issuance of common stock, preferred stock, convertible debt instruments, term loans and credit lines from financial institutions.
| F-5 |
To alleviate any funding considerations, management periodically evaluates various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners, strategic transactions, or through obtaining credit from financial institutions. As the Company seeks additional sources of financing, there can be no assurance that such financing will be available to the Company on favorable terms or at all. The Company’s ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, the Company’s performance and investor sentiment with respect to the Company and its industry.
The Company is also continuing to take actions to improve operating performance and cash generated from operations, including product portfolio optimization, implementing strategies to achieve profitable sales growth, streamlining operations, improving supply chains, negotiating equitable vendor contracts, and managing product price architecture. However, the Company may be unsuccessful in executing these actions in a timely manner or at all.
If the Company is unable to raise additional capital whenever necessary or otherwise improve its operating performance or generation of cash from operations, it may be forced to decelerate or curtail certain of its operations until such time as additional capital becomes available.
Recent Trends - Market Conditions
Inflation, actions by the Federal Reserve to address inflation, fluctuations in energy prices, and the potential impacts of tariffs, trade tensions and geopolitical events create uncertainty about the future economic environment which will continue to evolve and may impact the Company’s business in future periods. The Company has experienced supply chain challenges, including increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand. Although the Company regularly monitors vendors in its supply chain, and uses alternative suppliers when necessary and available, supply chain constraints could cause a disruption in the Company’s ability to obtain raw materials required to manufacture its products and adversely affect its operations.
Consolidation and Basis of Presentation
The accompanying consolidated financial statements and notes have been prepared in accordance with accounting principles U.S. GAAP. The consolidated financial statements include the accounts of Reed’s Inc. and its wholly owned subsidiary Reed’s (Asia) Limited (BVI). Reed’s (Asia) Limited subsequently formed five additional wholly owned subsidiaries, Reed’s (Hong Kong) Limited, Reed’s (Japan) Limited, Jiangzhi Beverage (Hainan) Co. Limited, Reed’s Beverages (Singapore) PTE Limited, and Shenshen Jiangzi Beverage Co. Limited. All significant intercompany balances and transactions have been eliminated in consolidation.
2. Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the realizability of deferred tax assets and the related valuation allowance, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in the determination of the Company’s liquidity.
| F-6 |
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). Revenue and costs of sales are recognized when control of the products transfers to the Company’s customer, which generally occurs upon shipment from the Company’s facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.
The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of the Company’s products, and the Company’s assessment of performance obligations and transaction pricing for its sales contracts, the Company does not currently maintain a contract asset or liability balance for obligations. The Company assesses its contracts and the reasonableness of its conclusions on a quarterly basis.
Loss per Common Share
Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive.
For the six months ended June 30, 2026 and 2025, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an antidilutive effect. The potentially dilutive securities consisted of the following:
Schedule of Potentially Dilutive Securities
June 30, 2026 | June 30, 2025 | |||||||
| Warrants | ||||||||
| Options | ||||||||
| Common stock equivalent of Series A Convertible Preferred stock | ||||||||
| Total | ||||||||
| Anti-dilutive Securities | ||||||||
Stock Compensation Expense
The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.
The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.
Advertising Costs
Advertising
costs are expensed as incurred and are included in selling and marketing expense. Advertising costs for the three months ended June 30,
2026, and 2025, aggregated $
| F-7 |
Concentrations
Net
sales. During the three months ended June 30, 2026, three customers accounted for
Accounts
receivable. As of June 30, 2026, the Company had accounts receivable from three customers which comprised
The Company utilizes co-packers to produce 100% of its products. During the six months ended June 30, 2026 and the year ended December 31, 2025, the Company utilized seven separate co-packers for most of its production and bottling of beverage products in the United States. The Company has established relationships with these co-packers. Although there are other co-packers available to the Company, a change in co-packers may cause a delay in the production process, which could adversely affect operating results.
Purchases
from vendors. During the six months ended June 30, 2026, the Company’s largest two vendors accounted for approximately
Accounts
payable. As of June 30, 2026, two vendors accounted for
Fair Value of Financial Instruments
The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
Level 3—Unobservable inputs in which there is little or no market data for the asset or liability which requires the Company to develop its own assumptions.
The Company believes the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short-term nature of such instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.
Foreign Currency
Schedule of Foreign Currency Exchange Rate
June 30, 2026 | December 31, 2025 | |||||||
| JPY:USD | ||||||||
| F-8 |
Recent Accounting Pronouncements
In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures.
Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
3. Inventory
Inventory consisted of the following (in thousands):
Schedule of Inventory
June 30, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Finished products | ||||||||
| Total | $ | $ | ||||||
As
of June 30, 2026 and December 31, 2025, inventory was net of a reserve of $
4. Property and Equipment
Property and equipment comprise the following (in thousands):
Schedule of Property and Equipment
June 30, 2026 | December 31, 2025 | |||||||
| Right-of-use assets under operating leases | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Computer hardware and software | ||||||||
| Machinery and equipment | ||||||||
| Vehicles | ||||||||
| Construction in progress | ||||||||
| Total cost | ||||||||
| Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
Depreciation
expense for the six months ended June 30, 2026 and 2025 was $
| F-9 |
5. Intangible Assets
Intangible assets consisted of the following (in thousands):
Schedule of Intangible Assets
June 30, 2026 | December 31, 2025 | |||||||
| Brand names | $ | $ | ||||||
| Trademarks | ||||||||
| Total | $ | $ | ||||||
6. Senior Secured Loan
The following sets forth amounts in respect of the Company’s senior secured loan:
Schedule of Secured Notes Payable
June 30, 2026 | December 31, 2025 | |||||||
| Senior secured loan | $ | $ | ||||||
| Deferred financing costs | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
On
November 14, 2024, the Company entered into a Senior Secured Loan and Security Agreement (the “Loan Agreement”) with certain
funds affiliated with Whitebox Advisors LLC (“Whitebox”), as lenders, and Cantor Fitzgerald Securities, as administrative
agent and collateral agent. The Loan Agreement provided a revolving credit commitment in an aggregate amount of $
As
of June 30, 2026 and December 31, 2025, the principal amount outstanding on the Senior Secured Loan was $
The Amended Loan Agreement includes customary restrictions that limit the Company’s ability to engage in certain types of transactions. Additionally, the agreement contains a financial covenant that requires the Company to meet a certain minimum cash balance and liquidity threshold as of the end of each month. The Company was in compliance with the Amended Loan Agreement as of June 30, 2026 and December 31, 2025.
The
Company incurred $
7. Lease Liabilities
During
the six months ended June 30, 2026 and 2025, lease costs totaled $
As
of December 31, 2025, operating lease liabilities totaled $
As
of June 30, 2026, the weighted average remaining lease terms for an operating lease are
| F-10 |
8. Stock-Based Compensation
Restricted Common Stock
On
April 16, 2026, the Company entered into a Separation Agreement and Release (the “Separation Agreement”) with Cyril A.
Wallace, Jr., former Chief Executive Officer. In consideration of Mr. Wallace’s execution of a general release of claims in
favor of the Company and its affiliates and his compliance with the other terms of the Separation Agreement, the Company agreed to
provide Mr. Wallace with certain separation benefits, including a grant to Mr. Wallace of a restricted stock award under the
Company’s Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”) covering
Stock Options
The following table summarizes stock option activity during the six months ended June 30, 2026:
Schedule of Stock Option Activity
| Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Terms (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | $ | - | |||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Unvested forfeited | ( | ) | ||||||||||||||
| Vested forfeited | ( | ) | ||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | - | |||||||||||||
| Exercisable at June 30, 2026 | $ | $ | - | |||||||||||||
During
the six months ended June 30, 2026 and 2025, the Company recognized $
As
of June 30, 2026, the outstanding and exercisable options have no aggregate intrinsic value. The aggregate intrinsic value was calculated
as the difference between the closing market price as of June 30, 2026, which was $
9. Stock Warrants
The Company’s warrant activity during the six months ended June 30, 2026 is as follows:
Schedule of Warrant Activity
| Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Terms (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | $ | - | |||||||||||||
| Granted | - | - | - | |||||||||||||
| Exercised | - | - | - | |||||||||||||
| Forfeited | ( | ) | - | |||||||||||||
| Outstanding at June 30, 2026 | $ | $ | - | |||||||||||||
| Exercisable at June 30, 2026 | $ | $ | - | |||||||||||||
| F-11 |
As
of June 30, 2026, outstanding and exercisable warrants have no aggregate intrinsic value. The aggregate intrinsic value was calculated
as the difference between the closing market price as of June 30, 2026, which was $
10. Commitments and Contingencies
From time to time, the Company is a party to claims and legal proceedings arising in the ordinary course of business. The Company’s management evaluates its exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is estimable and the loss is probable.
The Company believes that there are no material litigation matters at the current time. Although the results of such litigation matters and claims cannot be predicted with certainty, the Company believes that the final outcome of such claims and proceedings will not have a material adverse impact on the Company’s financial position, liquidity, or results of operations.
11. Segment Information
The
Company operates and manages its business as one
The Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, reviews financial information presented and decides how to allocate resources based on net income (loss). Net income (loss) is used for evaluating financial performance.
Significant segment expenses include research and development, salaries, insurance, and stock-based compensation. Operating expenses include all the remaining costs necessary to operate the Company’s business, which primarily include external professional services and other administrative expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by the Company’s CODM.
Schedule of Segment Information
| 2026 | 2025 | |||||||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| Salaries | ||||||||
| Insurance | ||||||||
| Stock-based compensation | ||||||||
| Selling and marketing | ||||||||
| Freight and delivery | ||||||||
| Warehousing | ||||||||
| Other operating expenses | ||||||||
| Total operating expenses | $ | ( | ) | $ | ( | ) | ||
| 2026 | 2025 | |||||||
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| Salaries | ||||||||
| Insurance | ||||||||
| Stock-based compensation | ||||||||
| Selling and marketing | ||||||||
| Freight and delivery | ||||||||
| Warehousing | ||||||||
| Other operating expenses | ||||||||
| Total operating expenses | $ | ( | ) | $ | ( | ) | ||
| F-12 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report.
In addition to our United States generally accepted accounting principles (“U.S. GAAP”) results, the following discussion includes EBITDA as a supplemental measure of our performance. We present EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use EBITDA in developing our internal budgets, forecasts, and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. EBITDA is not a recognized measurement under U.S. GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. We define EBITDA as net income (loss), plus interest expense, tax expense, and depreciation and amortization.
The following discussion also includes the use of gross billing, a key performance indicator and metric. Gross billing represents invoiced amounts to distributors and retailers, excluding sales adjustments. Gross billing may include deductions from MSRP or “list price,” where applicable, and excludes promotional costs of generating such sales. Management utilizes gross billing to monitor operating performance of products and salespersons, which performance can be masked by the effect of promotional or other allowances. Management believes that the presentation of gross billing provides a useful measure of Reed’s operating performance.
Amounts presented in the discussion below are in thousands, except share and per share amounts.
Results of Operations
Overview
During the six months ended June 30, 2026, the Company continued its focus on achieving profitable sales growth, improving gross margin, reducing freight costs, and optimizing selling, general and administrative expenses. The sales growth initiatives include channel expansion, in-store product placements, new product innovation, and improved sales execution. The gross margin enhancement initiatives include product portfolio optimization, equitable supplier negotiations, streamlining co-packer processes, and efficient inventory management. Underpinning these initiatives is a focus on optimizing delivery and handling and selling, general and administrative expenses.
During the year ended December 31, 2025, the Company began an expansion into new geographic markets in the Asia Pacific region. The Company formed a wholly owned subsidiary Reed’s (Asia) Limited (BVI). Reed’s (Asia) Limited subsequently formed five additional wholly owned subsidiaries, Reed’s (Hong Kong) Limited, Reed’s (Japan) Limited, Jiangzhi Beverage (Hainan) Co. Limited, Reed’s Beverages (Singapore) PTE Limited, and Shenshen Jiangzi Beverage Co. Limited. These subsidiaries are an early part of the Company’s strategic expansion in the Asia Pacific region. The Company expects continued investment in its Asia Pacific growth initiative. Reed’s (Asia) Limited did not generate material sales in the period ended June 30, 2026 or 2025.
Recent Trends – Market Conditions
Although the U.S. economy continues to grow, inflation, actions by the Federal Reserve to address inflation, fluctuations in energy prices, and the potential impacts of tariffs, trade tensions and geopolitical events create uncertainty about the future economic environment which will continue to evolve and may impact our business in future periods. We have experienced supply chain challenges, including increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand. Although we regularly monitor vendors in our supply chain, and use alternative suppliers when necessary and available, supply chain constraints could cause a disruption in our ability to obtain raw materials required to manufacture our products and adversely affect our operations.
| 1 |
During the six months ended June 30, 2026, the average cost of shipping and handling was $2.56 per case, as compared to $3.06 per case for the six months ended June 30, 2025. The Company has experienced increases in freight costs and there remains a volatile pricing environment, including due to the armed conflict in Iran. The Company will continue to monitor pricing and availability in transportation and has implemented plans designed to manage this risk. In the past, the Company has been negatively impacted by supply chain challenges affecting our ability to benefit from strong demand for, and increased sales of our product. Any disruption caused by labor shortages, significant raw material cost inflation, logistics issues, increased freight costs, or port congestion, may adversely impact margins in the future.
Through June 30, 2026, we continued to finance our operations through existing cash balances, cash generated from operations, public and private issuance of common stock, and credit lines from financial institutions. As we seek additional financing, there can be no assurance that such financing will be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our operating performance and investor sentiment with respect to us and our industry.
Results of Operations – Three Months Ended June 30, 2026, as compared to June 30, 2025
The following table sets forth key statistics for the three months ended June 30, 2026 and 2025, respectively, in thousands.
Three Months Ended June 30, | Pct. | |||||||||||
| 2026 | 2025 | Change | ||||||||||
| Gross billing (A) | $ | 8,771 | $ | 11,569 | -24 | % | ||||||
| Less: Promotional and other allowances (B) | 1,283 | 2,046 | -37 | % | ||||||||
| Net sales | $ | 7,488 | $ | 9,523 | -21 | % | ||||||
| Cost of goods sold | 5,699 | 8,716 | -35 | % | ||||||||
| % of Gross billing | 65 | % | 75 | % | ||||||||
| % of Net sales | 76 | % | 92 | % | ||||||||
| Gross profit | $ | 1,789 | $ | 807 | 122 | % | ||||||
| % of Net sales | 24 | % | 8 | % | ||||||||
| Expenses | ||||||||||||
| Delivery and handling | $ | 1,107 | $ | 1,572 | -30 | % | ||||||
| % of Net sales | 15 | % | 17 | % | ||||||||
| Dollar per case ($) | $ | 2.54 | $ | 2.95 | ||||||||
| Selling and marketing | 1,709 | 1,271 | 34 | % | ||||||||
| % of Net sales | 23 | % | 13 | % | ||||||||
| General and administrative | 3,037 | 3,757 | -19 | % | ||||||||
| % of Net sales | 41 | % | 39 | % | ||||||||
| Total operating expenses | 5,853 | 6,600 | -11 | % | ||||||||
| Loss from operations | $ | (4,064 | ) | $ | (5,793 | ) | -30 | % | ||||
| Interest expense and other expense | $ | (209 | ) | $ | (255 | ) | -18 | % | ||||
| Net loss | $ | (4,273 | ) | $ | (6,048 | ) | -29 | % | ||||
| Loss per share – basic and diluted | $ | (0.36 | ) | $ | (0.78 | ) | -54 | % | ||||
| Weighted average shares outstanding - basic & diluted | 11,846,210 | 7,727,840 | 53 | % | ||||||||
| 2 |
(A) We define gross billing as the total sales for the Company unadjusted for costs related to generating those sales. Management utilizes gross billing as an indicator of and to monitor operating performance of products and salespersons before the effect of any promotional or other allowances, which are determined in accordance with U.S. GAAP, and can mask certain performance issues. We believe that the presentation of gross billing provides a useful measure of our operating performance. Additionally, gross billing may not be comparable to similarly titled measures used by other companies, as gross billing has been defined by our internal reporting practices.
(B) We define promotional and other allowances as costs deducted from gross billing that are associated with generating those sales. Management utilizes promotional and other allowances as an indicator of and to monitor operating performance of products, salespersons, and customer agreements. We believe that the presentation of promotional and other allowances provides a useful measure of our operating performance. The presentation of promotional and other allowances facilitates an evaluation of their impact on the determination of net sales and the spending levels incurred or correlated with such sales. The expenditures described in this line item are determined in accordance with U.S. GAAP and meet U.S. GAAP requirements, however the disclosure thereof does not conform to U.S. GAAP presentation requirements. Additionally, our definition of promotional and other allowances may not be comparable to similar items presented by other companies. Promotional and other allowances primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following: (i) reimbursements given to the Company’s distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products; (ii) the Company’s agreed share of fees given to distributors and/or directly to retailers for in-store marketing and promotional activities; (iii) the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers; (iv) incentives given to the Company’s distributors and/or retailers for achieving or exceeding certain predetermined sales goals; and (v) discounted or free products. Promotional and other allowances constitute a material portion of our marketing activities. The Company’s promotional allowance programs with its numerous distributors and/or retailers are executed through separate agreements in the ordinary course of business. These agreements generally provide for one or more of the arrangements described above and are of varying durations, ranging from one week to one year.
Sales, Cost of Sales, and Gross Margins
The following chart sets forth key statistics for the transition of the Company’s top line activity from the second quarter of 2025 through the second quarter of 2026.
| 2026 | 2025 | Q2 Per Case | H1 Per Case | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Q1 | Q2 | H1 | Q2 vs PY | H1 vs PY | Q1 | Q2 | H1 | 2026 | 2025 | vs PY | 2026 | 2025 | vs PY | |||||||||||||||||||||||||||||||||||||||||||||
| Cases: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reed’s | 320 | 299 | 619 | -15 | % | -10 | % | 334 | 350 | 684 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Virgil’s | 115 | 137 | 252 | -25 | % | -30 | % | 179 | 182 | 361 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 435 | 436 | 871 | -18 | % | -17 | % | 513 | 532 | 1,045 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Billing: | $ | 8,513 | $ | 8,771 | $ | 17,284 | -24 | % | -23 | % | $ | 11,013 | $ | 11,569 | $ | 22,582 | $ | 20.12 | $ | 21.75 | -7 | % | 19.84 | 21.61 | -8 | % | ||||||||||||||||||||||||||||||||
| Discounts: | $ | (1,371 | ) | $ | (1,283 | ) | $ | (2,654 | ) | -37 | % | -12 | % | $ | (984 | ) | $ | (2,046 | ) | $ | (3,030 | ) | $ | (2.94 | ) | $ | (3.85 | ) | -24 | % | $ | (3.05 | ) | $ | (2.90 | ) | 5 | % | ||||||||||||||||||||
| COGS: | $ | (6,445 | ) | $ | (5,699 | ) | $ | (12,144 | ) | -35 | % | -21 | % | $ | (6,627 | ) | $ | (8,716 | ) | $ | (15,343 | ) | $ | (13.07 | ) | $ | (16.38 | ) | -20 | % | $ | (13.94 | ) | $ | (14.68 | ) | -5 | % | ||||||||||||||||||||
| Gross Margin: | $ | 697 | $ | 1,789 | $ | 2,486 | 122 | % | -41 | % | $ | 3,402 | $ | 807 | $ | 4,209 | $ | 4.10 | $ | 1.52 | -170 | % | $ | 2.85 | $ | 4.03 | -29 | % | ||||||||||||||||||||||||||||||
| as % Net Sales | 10 | % | 24 | % | 17 | % | 34 | % | 8 | % | 22 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Sales, Cost of Sales, and Gross Margins
Gross billing decreased by 24% to $8,771 during the three months ended June 30, 2026, compared to $11,569 during the prior year, primarily driven by Reed’s volume decline of 15%, and Virgil’s volume decline of 25%. Prices on our brands decreased 7% to $20.12 per case, primarily driven by liquidation of select slow-moving product.
| 3 |
Discounts as a percentage of gross sales were 15% during the three months ended June 30, 2026, compared to 18% in the prior year. Net sales decreased 21% during the three months ended June 30, 2026, to $7,488, compared to $9,523 in the prior year, primarily driven by lower volumes with recurring national customers and higher promotional and other allowances.
Cost of Goods Sold
Cost of goods sold decreased $3,017 during the three months ended June 30, 2026, as compared to the prior year. As a percentage of net sales, cost of goods sold for the three months ended June 30, 2026, was 76% as compared to 92% for the prior year. The decrease in cost of goods sold was primarily driven by the net sales decrease discussed above and lower inventory write-offs. Inventory write-offs were $92 during the three months ended June 30, 2026 and $1,606 in the prior year period.
The total cost of goods per case decreased to $13.07 per case in the three months ended June 30, 2026, from $16.38 per case for the prior year.
Gross Margin
Gross margin was 24% for the three months ended June 30, 2026, compared to 8% for the prior year.
Operating Expenses
Delivery and Handling Expenses
Delivery and handling expenses consist of delivery costs to customers and warehousing costs incurred for handling our finished goods after production. Delivery and handling expenses decreased by $465 in the three months ended June 30, 2026, to $1,107 from $1,572 in the prior year, primarily driven by continued improvements in logistics efficiency and freight optimization. Delivery costs in the three months ended June 30, 2026, were 15% of net sales and $2.54 per case, compared to 17% of net sales and $2.95 per case during the prior year.
Selling and Marketing Expenses
Marketing expenses consist of direct marketing, marketing labor, and marketing support costs. Selling expenses consist of all other selling-related expenses including personnel and contractor support. Total selling and marketing expenses were $1,709 during the three months ended June 30, 2026, compared to $1,271 during the prior year. The increase was primarily driven by higher sales broker and marketing expenses. As a percentage of net sales, selling and marketing expenses were 23% of net sales during the three months ended June 30, 2026, as compared to 13% of net sales during the prior year.
General and Administrative Expenses
General and administrative expenses consist primarily of the cost of executive, administrative, and finance personnel, as well as professional fees. General and administrative expenses were $3,037 during the three months ended June 30, 2026, a decrease of $720 over the prior year. The decrease was primarily driven by lower legal settlements and continuing efforts to optimize general and administrative expenses, offset by investments in personnel and related services to support our Asia growth initiative. As a percentage of net sales, general and administrative expenses were 41% during the three months ended June 30, 2026, as compared to 39% during the prior year.
Loss from Operations
The loss from operations was $4,064 for the three months ended June 30, 2026, as compared to a loss of $5,793 in the prior year, primarily driven by higher gross profit and lower operating expenses discussed above.
| 4 |
Interest and Other Expense
Interest and other expense for the three months ended June 30, 2026, consisted of $204 of interest expense and $5 of other expense. During the prior year, interest and other expense consisted of $301 of interest expense, offset by $46 of other income.
EBITDA
In addition to our U.S. GAAP results, we present EBITDA as a supplemental measure of our performance. However, EBITDA is not a recognized measurement under U.S. GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. We define EBITDA as net income (loss), plus interest expense, tax expense, and depreciation and amortization.
Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with U.S. GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Set forth below is a reconciliation of net loss to EBITDA for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | (4,273 | ) | $ | (6,048 | ) | ||
| EBITDA adjustments: | ||||||||
| Interest expense | 204 | 301 | ||||||
| Tax expense | 61 | 28 | ||||||
| Depreciation and amortization | 37 | 39 | ||||||
| Total EBITDA adjustments | $ | 302 | $ | 368 | ||||
| EBITDA | $ | (3,971 | ) | $ | (5,680 | ) | ||
We present EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. EBITDA has limitations as an analytical tool, which includes, among others, the following:
| ● | EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
| ● | EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
| ● | EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and | |
| ● | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements. |
| 5 |
Results of Operations – Six Months Ended June 30, 2026, as compared to Six Months Ended June 30, 2025
The following table sets forth key statistics for the six months ended June 30, 2026 and 2025, respectively, in thousands.
| Six Months Ended June 30, | Pct. | |||||||||||
| 2026 | 2025 | Change | ||||||||||
| Gross billing (A) | $ | 17,284 | $ | 22,582 | -23 | % | ||||||
| Less: Promotional and other allowances (B) | 2,654 | 3,030 | -12 | % | ||||||||
| Net sales | $ | 14,630 | $ | 19,552 | -25 | % | ||||||
| Cost of goods sold | 12,144 | 15,343 | -21 | % | ||||||||
| % of Gross billing | 70 | % | 68 | % | ||||||||
| % of Net sales | 83 | % | 78 | % | ||||||||
| Gross profit | $ | 2,486 | $ | 4,209 | -41 | % | ||||||
| % of Net sales | 17 | % | 22 | % | ||||||||
| Expenses | ||||||||||||
| Delivery and handling | $ | 2,227 | $ | 3,199 | -30 | % | ||||||
| % of Net sales | 15 | % | 16 | % | ||||||||
| Dollar per case ($) | 2.56 | 3.06 | ||||||||||
| Selling and marketing | 3,456 | 2,773 | 25 | % | ||||||||
| % of Net sales | 24 | % | 14 | % | ||||||||
| General and administrative | 7,082 | 5,772 | 23 | % | ||||||||
| % of Net sales | 48 | % | 30 | % | ||||||||
| Total operating expenses | 12,765 | 11,744 | 9 | % | ||||||||
| Loss from operations | $ | (10,279 | ) | $ | (7,535 | ) | 36 | % | ||||
| Interest expense and other income (expense) | (458 | ) | (544 | ) | -16 | % | ||||||
| Net loss | $ | (10,737 | ) | $ | (8,079 | ) | 33 | % | ||||
| Loss per share – basic and diluted | $ | (0.91 | ) | $ | (1.06 | ) | -14 | % | ||||
| Weighted average shares outstanding - basic & diluted | 11,833,391 | 7,645,316 | 55 | % | ||||||||
(A) We define gross billing as the total sales for the Company unadjusted for costs related to generating those sales. Management utilizes gross billing as an indicator of and to monitor operating performance of products and salespersons before the effect of any promotional or other allowances, which are determined in accordance with GAAP, and can mask certain performance issues. We believe that the presentation of gross billing provides a useful measure of our operating performance. Additionally, gross billing may not be comparable to similarly titled measures used by other companies, as gross billing has been defined by our internal reporting practices.
(B) We define promotional and other allowances as costs deducted from gross billing that are associated with generating those sales. Management utilizes promotional and other allowances as an indicator of and to monitor operating performance of products, salespersons, and customer agreements. We believe that the presentation of promotional and other allowances provides a useful measure of our operating performance. The presentation of promotional and other allowances facilitates an evaluation of their impact on the determination of net sales and the spending levels incurred or correlated with such sales. The expenditures described in this line item are determined in accordance with GAAP and meet GAAP requirements, the disclosure thereof does not conform to GAAP presentation requirements. Additionally, our definition of promotional and other allowances may not be comparable to similar items presented by other companies. Promotional and other allowances primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following: (i) reimbursements given to the Company’s distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products; (ii) the Company’s agreed share of fees given to distributors and/or directly to retailers for in-store marketing and promotional activities; (iii) the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers; (iv) incentives given to the Company’s distributors and/or retailers for achieving or exceeding certain predetermined sales goals; and (v) discounted or free products. Promotional and other allowances constitute a material portion of our marketing activities. The Company’s promotional allowance programs with its numerous distributors and/or retailers are executed through separate agreements in the ordinary course of business. These agreements generally provide for one or more of the arrangements described above and are of varying durations, ranging from one week to one year.
| 6 |
Sales, Cost of Sales, and Gross Margins
Gross billing decreased by 23% to $17,284 during the six months ended June 30, 2026, compared to $22,582 during the prior year, primarily driven by Reed’s volume decline of 10%, and Virgil’s volume decline of 30%. Prices on our brands decreased 8% to $19.84 per case, primarily driven by liquidation of select slow-moving product.
Discounts as a percentage of gross sales were 15% during the six months ended June 30, 2026, compared to 13% in the prior year. Net sales decreased 25% during the six months ended June 30, 2026, to $14,630, compared to $19,552 in the prior year, primarily driven by lower volumes with recurring national customers and higher promotional and other allowances.
Cost of Goods Sold
Cost of goods sold decreased $3,199 during the six months ended June 30, 2026, as compared to the prior year. As a percentage of net sales, cost of goods sold for the six months ended June 30, 2026, was 83% as compared to 78% for the prior year. The decrease in cost of goods sold was primarily driven by the net sales decrease discussed above and lower inventory write-offs. Inventory write-offs were $830 during the six months ended June 30, 2026 and $1,661 in the prior year period.
The total cost of goods per case decreased to $13.94 per case in the six months ended June 30, 2026, from $14.68 per case for the prior year.
Gross Margin
Gross margin was 17% for the six months ended June 30, 2026, compared to 22% for the prior year.
Operating Expenses
Delivery and Handling Expenses
Delivery and handling expenses consist of delivery costs to customers and warehousing costs incurred for handling our finished goods after production. Delivery and handling expenses decreased by $972 in the six months ended June 30, 2026, to $2,227 from $3,199 in the prior year, primarily driven by continued improvements in logistics efficiency and freight optimization. Delivery costs in the six months ended June 30, 2026, were 15% of net sales and $2.56 per case, compared to 16% of net sales and $3.06 per case during the prior year.
Selling and Marketing Expenses
Marketing expenses consist of direct marketing, marketing labor, and marketing support costs. Selling expenses consist of all other selling-related expenses including personnel and contractor support. Total selling and marketing expenses were $3,456 during the six months ended June 30, 2026, compared to $2,773 during the prior year. The increase was primarily driven by higher sales broker and marketing expenses. As a percentage of net sales, selling and marketing expenses were 24% of net sales during the six months ended June 30, 2026, as compared to 14% of net sales during the prior year.
General and Administrative Expenses
General and administrative expenses consist primarily of the cost of executive, administrative, and finance personnel, as well as professional fees. General and administrative expenses were $7,082 during the six months ended June 30, 2026, an increase of $1,310 over the prior year. The increase was primarily driven by investments in personnel and related services to support our Asia growth initiative, offset by lower legal settlements and continuing efforts to optimize general and administrative expenses.
As a percentage of net sales, general and administrative expenses were 48% during the six months ended June 30, 2026, as compared to 30% during the prior year.
| 7 |
Loss from Operations
The loss from operations was $10,279 for the six months ended June 30, 2026, as compared to a loss of $7,535 in the prior year, primarily driven by lower gross profit and higher operating expenses discussed above.
Interest and Other Expense
Interest and other expense for the six months ended June 30, 2026, consisted of $408 of interest expense and $50 of other expense. During the prior year, interest and other expense consisted of $590 of interest expense, offset by $46 of other income.
EBITDA
In addition to our U.S. GAAP results, we present EBITDA as a supplemental measure of our performance. However, EBITDA is not a recognized measurement under U.S. GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. We define EBITDA as net income (loss), plus interest expense, tax expense, and depreciation and amortization.
Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with U.S. GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Set forth below is a reconciliation of net loss to EBITDA for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | (10,737 | ) | $ | (8,079 | ) | ||
| EBITDA adjustments: | ||||||||
| Interest expense | 408 | 590 | ||||||
| Tax expense | 110 | 48 | ||||||
| Depreciation and amortization | 79 | 92 | ||||||
| Total EBITDA adjustments | $ | 597 | $ | 730 | ||||
| EBITDA | $ | (10,140 | ) | $ | (7,349 | ) | ||
We present EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. EBITDA has limitations as an analytical tool, which includes, among others, the following:
| ● | EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
| ● | EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
| ● | EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and | |
| ● | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements. |
| 8 |
Liquidity and Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the six months ended June 30, 2026, the Company recorded a net loss of $10,737, used cash in operations of $8,014, and as of June 30, 2026, had a stockholders’ deficiency of $1,485. As of June 30, 2026, the Company had a cash balance of $2,410, principal amount outstanding on the Senior Secured Loan of $9,250, no remaining availability under the Senior Secured Loan, and a maturity date on the Senior Secured Loan of September 30, 2026 (see Note 6 Senior Secured Loan). In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, these factors, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Historically, we have financed our operations through existing cash balances, cash generated from operations, public and private issuance of common stock, preferred stock, convertible debt instruments, term loans and credit lines from financial institutions.
In September 2025, we entered into a loan agreement with certain funds affiliated with Whitebox Advisors LLC, as lenders, and Cantor Fitzgerald Securities, as administrative agent and collateral agent. The loan agreement provides for a senior secured loan with a maturity date of September 30, 2026 and is further discussed in Note 6 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
To alleviate any funding considerations, management periodically evaluates various funding alternatives and may seek to raise additional funds through the issuance of equity, mezzanine or debt securities, through arrangements with strategic partners, strategic transactions, or through obtaining credit from financial institutions. As we seek additional sources of financing, there can be no assurance that such financing will be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry.
We are also continuing to take actions to improve the Company’s operating performance and cash generated from operations, including product portfolio optimization, implementing strategies to achieve profitable sales growth, streamlining operations, improving supply chains, negotiating equitable vendor contracts, and managing product price architecture. However, we may be unsuccessful in executing these actions in a timely manner or at all.
If the Company is unable to raise additional capital whenever necessary or otherwise improve its operating performance or generation of cash from operations, it may be forced to decelerate or curtail certain of its operations until such time as additional capital becomes available.
Cash Flows
Net cash used in operating activities totaled $8,014 for the six months ended June 30, 2026, compared to $10,410 for the six months ended June 30, 2025. The decrease in net cash used in operating activities was primarily driven by operating losses, working capital, and investment in strategic growth initiatives.
| 9 |
Net cash used in investing activities totaled $0 for the six months ended June 30, 2026, compared to $101 for the six months ended June 30, 2025. The decrease in net cash used in investing activities was primarily driven by no purchases of property and equipment.
Net cash provided by financing activities totaled $0 for the six months ended June 30, 2026, compared to $2,797 for the six months ended June 30, 2025. The decrease in net cash used in financing activities was primarily driven by no proceeds from the sale of common shares.
Critical Accounting Policies and Estimates
The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. There were no changes to our critical accounting policies described in the consolidated financial statements included in our 2025 Form 10-K that impacted our condensed financial statements and related notes included herein.
Recent Accounting Pronouncements
See Note 2 of the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026, to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 10 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are party to ordinary, routine litigation incidental to our business, including routine litigation matters tendered to our insurance carriers. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is estimable and the loss is probable. Although the results of such routine litigation matters and claims cannot be predicted with certainty, we believe that the final outcome of such routine litigation and claims will not have a material adverse impact on our financial position, liquidity, or results of operations.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes with respect to the risk factors disclosed in our 2025 Form 10-K.
Our current indebtedness contains, and any future indebtedness may contain, restrictions on our business. We have historically had negative cash flow from operating activities, and continued losses could have a material negative effect on our business and prospects and impact our ability to continue as a going concern. If we are unable to secure additional financing on favorable terms, or at all, when we require it, our ability to continue to grow our business or react to market conditions could be impaired and in turn adversely affect our financial position and results of operations.
As of June 30, 2026, we had an accumulated deficit of $178.5 million and a cash balance of $2.4 million. For the six months ended June 30, 2026, we recorded a net loss of $10.7 million, used cash in operations of $8.0 million, and as of June 30, 2026, had a stockholders’ deficiency of $1.5 million. In addition, as of June 30, 2026, the principal amount outstanding on our Senior Secured Loan with the Lenders, as defined and described below, was approximately $9.3 million, with no remaining availability under such Senior Secured Loan, and a maturity date on the Senior Secured Loan of September 30, 2026. Our cash flow and net losses for the six months ended June 30, 2026 are indicators that raise substantial doubt about our ability to continue as a going concern for at least one year from the date of this Quarterly Report. If we become unable to continue as a going concern, we may have to curtail or suspend our operations and/or dispose of assets and might realize significantly less than the values at which they are carried on its consolidated financial statements. These actions may cause our stockholders to lose all or part of their investment in the Company’s common stock.
We intend to continue to expand, grow and develop our business, which may require additional capital to develop new products, enhance our platform, expand distribution, improve our operating infrastructure, react to market conditions and finance working capital requirements. Accordingly, we may need to engage in additional equity or debt financings to secure additional capital. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.
On September 26, 2025, we entered into the first amendment (the “Amendment”) to our Senior Secured Loan and Security Agreement (as amended, the “Loan Agreement”) with certain funds affiliated with Whitebox Advisors, LLC (the “Lenders”) and Cantor Fitzgerald Securities, as administrative agent and collateral agent, with respect to our revolving credit facility (the “Senior Secured Facility”). The Amendment provides a revolving credit commitment in an aggregate amount of $9.25 million and, as of December 31, 2025, the principal amount outstanding was $9.25 million. The Senior Secured Facility is secured by substantially all of our assets, including all intellectual property. Our current and future indebtedness, including the revolving credit commitment under the Senior Secured Facility, may have significant negative effects on our operations, including:
| ● | impairing our ability to obtain additional financing in the future (or to obtain such financing on acceptable terms) for working capital, capital expenditures, acquisitions or other important needs, and subjecting us to other restrictive covenants that may reduce our ability to take certain corporate actions; |
| 11 |
| ● | requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, potential acquisitions, international expansion, new product development, new enterprise relationships and other general corporate purposes; | |
| ● | requiring us to repay the principal and accrued interest on the revolving credit commitment under the Senior Secured Facility in an event of default under the covenants thereof, which could impair our liquidity and reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other important needs; | |
| ● | limiting our ability to adjust to rapidly changing conditions in the industry, reducing our ability to withstand competitive pressures and making us more vulnerable to a downturn in general economic conditions or business than our competitors with relatively lower levels of debt; and | |
| ● | requiring us, in certain circumstances, to obtain approval from Whitebox Advisors, LLC and/or the lenders party to the Senior Secured Facility before embarking on certain mergers, acquisitions, capital expenditures, or other operational actions. |
We intend to satisfy our current and future debt service obligations with our then existing cash and cash equivalents. However, we may not have sufficient funds, and may be unable to arrange for additional financing, to pay the amounts due under the Senior Secured Facility or any other debt instruments. In addition, the Senior Secured Facility contains, and the agreements governing our future indebtedness may contain, restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. These restrictive covenants include, among others, limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, investments (including acquisitions), dividends and other restricted payments and transactions with affiliates. Our failure to make payments under or comply with other covenants contained in the documents governing our indebtedness could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt and potentially the foreclosure on our assets in the event we are unable to repay all amounts owed.
If we are unable to secure additional funding on favorable terms, or at all, when we require it, our ability to continue to grow our business to react to market conditions could be impaired, which would adversely affect our financial position and results of operations.
We have failed, and may in the future fail, to meet the continued listing requirements of NYSE American, which could result in a de-listing of our common stock.
We may fail to satisfy the continued listing requirements of NYSE American LLC (“NYSE American”), such as the corporate governance requirements or the minimum stock price and stockholders’ equity requirements, and NYSE American may take steps to de-list our common stock. For example, numerous factors, such as negative financial or operational results, could adversely affect the market price of our common stock and our stockholders’ equity, and jeopardize our ability to meet or maintain NYSE American’s continued listing requirements, resulting in de-listing. On May 29, 2026, we received a notice (the “Notice”) from NYSE American stating that we are not in compliance with the continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”), which requires a company to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years, and Section 1003(a)(iii) of the Company Guide, which requires a company to have stockholders’ equity of at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Notice also indicated that we are not currently eligible for any exemption under Section 1003(a) of the Company Guide, including the exemption available to companies with a total market capitalization exceeding $50 million, among other requirements. A de-listing or the announcement of a potential de-listing will have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so.
In connection with this non-compliance, we submitted a plan (the “Plan”) to NYSE American on June 26, 2026 describing the actions we have taken or will take to regain compliance with the continued listing standards by November 29, 2027. If NYSE American accepts the Plan, we will be subject to periodic reviews, including quarterly monitoring, to assess our compliance with it. If NYSE American does not accept it, if we fail to regain compliance with the continued listing standards by November 29, 2027, or if we fail to make progress consistent with the Plan, NYSE American will initiate delisting proceedings as appropriate, subject to our right to appeal any staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
| 12 |
The Notice has no immediate effect on the listing of our common stock, which continues to be listed and traded on NYSE American under the symbol “REED,” subject to our compliance with NYSE American’s other continued listing requirements, although our common stock now carries an added designation of “.BC” to indicate that its status is “below compliance.”
We are committed to regaining compliance with NYSE American’s continued listing standards. However, there can be no assurance that NYSE American will accept the Plan or that we will regain or maintain compliance with NYSE American’s continued listing requirements within the required timeframe or at all.
In the event of a de-listing, we may attempt to take actions to restore our compliance with the NYSE American listing requirements, but we can provide no assurance that any such action would allow our common stock to become re-listed, stabilize the market price or improve the liquidity of our common stock, or prevent future non-compliance with the NYSE American listing requirements. If our common stock is delisted from NYSE American, we and our stockholders could face significant material adverse consequences, including limited availability of market quotations for our common stock, reduced liquidity, a determination that our common stock is a “penny stock” subject to additional regulatory burdens, limited news and analyst coverage, and a decreased ability to issue additional securities or obtain additional financing in the future.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During
the three months ended June 30, 2026, none of our directors or executive officers
Item 6. Exhibits
See Index to Exhibits.
| 13 |
INDEX TO EXHIBITS
ITEM 15(a)(3)
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below:
Exhibit No. |
Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed Herewith | ||||||
| 3.1 | Certificate of Incorporation of Reed’s, Inc., as amended through February 5, 2025 | 10-K | 001-32501 | 3(i) | 3/28/2025 | |||||||
| 3.2 | Certificate of Amendment of the Certificate of Incorporation of Reed’s, Inc., effective October 31, 2025 | 8-K | 001-32501 | 3.1 | 10/31/2025 | |||||||
| 3.3 | Second Amended and Restated Bylaws of Reed’s Inc. | 8-K | 001-32501 | 3.1 | 12/8/2025 | |||||||
| 10.1+ | Reed’s, Inc. 2026 Equity Incentive Plan. | 8-K | 001-32501 |
10.1 | 6/11/2026 |
|||||||
| 10.2+ | Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Reed’s, Inc. 2026 Equity Incentive Plan. | X | ||||||||||
| 10.3+ | Forms of Restricted Stock Unit Grant Notice and Award Agreement under the Reed’s, Inc. 2026 Equity Incentive Plan. | X | ||||||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||
| 32.1# | Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||||
| 32.2# | Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. | X | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document. | X | ||||||||||
| 104 | Cover Page formatted as inline XBRL and contained in Exhibit 101. | X |
| # | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
| + | Indicates management contract or compensatory plan. |
| 14 |
SIGNATURES
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.
Reed’s, Inc. (Registrant) | |
| Date: August 12, 2026 | /s/ Neal M. Cohane |
| Neal M. Cohane | |
| Interim Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: August 12, 2026 | /s/ Douglas W. McCurdy |
| Douglas W. McCurdy | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
| 15 |