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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 6, 2026
REED’S,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-32501 |
|
35-2177773 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
501
Merritt 7 Corporate Park, Norwalk, CT 06851
(Address
of principal executive offices and zip code)
Not
applicable
(Former
name or former address if changed since last report)
Registrant’s
telephone number, including area code: (800) 997-3337
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common
stock, $0.0001 par value per share |
|
REED |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into a Material Definitive Agreement.
On
November 6, 2026 (the “Effective Date”), Reed’s, Inc. (the “Company”) entered into the third
amendment (the “Amendment”) to its 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 (“Cantor
Fitzgerald”), as administrative agent and collateral agent, with respect to its senior secured credit facility (the “Senior
Secured Facility”).
Pursuant
to the Amendment, as of the Effective Date, (i) the minimum liquidity covenant in the Loan Agreement was revised to include
Qualified Cash (as defined in the Loan Agreement), together with inventory and accounts receivable owned by the Company and the
other Credit Parties (as defined in the Loan Agreement), and the Company must maintain
Cash / Inventory / AR Liquidity (as defined in the Loan Agreement) of not less than $11,000,000 at
any time, and following the Increased Liquidity Period (as defined in the Loan Agreement), the Company must maintain Cash / Inventory / AR Liquidity of not less than
$11,000,000 as of the last day of each month, and (ii) the existing Event of Default (as defined in the Loan Agreement)
relating to the required equity contribution was replaced with a new Event of Default that will occur if the Company fails to
receive cash equity contributions in an aggregate amount of at least $2,500,000 following the Effective Date but on or prior to
November 20, 2026. In addition, the Company is required to pay the Lenders (or their designee) a non-refundable extension fee of
$25,000 on or prior to November 20, 2026, and the failure to pay such fee when due will constitute an Event of Default under the
Loan Agreement.
As
previously disclosed, on October 28, 2026, the Company entered into a Securities Purchase Agreement for the issuance and sale of common
stock in a private placement (the “Private Placement”). Due to a delay in the funding of the Private Placement, the
Company now expects the Private Placement to close on or prior to November 20, 2026. As of the date of this Current Report on Form 8-K,
the Company has received gross proceeds of $7,500,000 from the Private Placement.
Other
than as set forth herein, the material terms of the Loan Agreement remain unchanged and in full effect.
The
foregoing summary and description of the provisions of the Amendment does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosures set forth in Item 1.01 above are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1# |
|
Amendment No. 3 to Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 6, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
#
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or
exhibit will be furnished to the SEC upon request.
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. |
| |
|
|
| Dated:
November 6, 2026 |
By: |
/s/
Douglas W. McCurdy |
| |
|
Douglas
W. McCurdy |
| |
|
Chief
Financial Officer |
