Reed’s, Inc. (OTC: REED) put on NYSE American below-compliance status

Q: Why did Reed’s, Inc. (REED) receive a NYSE American deficiency notice?

Reed’s received the notice because it reported a stockholders’ deficit of $(1.5) million and losses in its five most recent fiscal years , failing the NYSE American stockholders’ equity requirement in Section 1003(a)(i) of the Company Guide.

Q: What listing standard is Reed’s, Inc. (REED) currently failing to meet?

Reed’s is not in compliance with Section 1003(a)(i) of the NYSE American Company Guide, which requires at least $2.0 million in stockholders’ equity when a company has multi-year losses from continuing operations and/or net losses.

Q: How long does Reed’s, Inc. (REED) have to regain NYSE American compliance?

Reed’s plans to regain compliance by November 29, 2027 , the date tied to its accepted remediation plan. The company will undergo periodic, including quarterly, reviews during this period to assess progress against the plan.

Q: What happens if Reed’s, Inc. (REED) does not regain NYSE American compliance?

If Reed’s is not in compliance by November 29, 2027 , or does not make progress consistent with its plan, NYSE American may initiate delisting proceedings . Reed’s could then appeal a staff delisting determination under Company Guide procedures.

Q: Does the NYSE American notice affect Reed’s, Inc. (REED) business operations or SEC reporting?

The company states the notice does not affect ongoing business operations or its reporting obligations to the SEC . The impact is focused on its listing status and related NYSE American compliance monitoring.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Reed’s, Inc. has received a NYSE American notice that it is out of compliance with continued listing standards because it reported a stockholders’ deficit of $(1.5) million and losses from continuing operations and/or net losses in its five most recent fiscal years ended December 31, 2025. The exchange requires stockholders’ equity of at least $2.0 million under Section 1003(a)(i) of the NYSE American Company Guide, and Reed’s does not qualify for any market-capitalization-based exemption.

NYSE American has accepted Reed’s previously submitted plan to regain compliance, and the company will undergo periodic, including quarterly, reviews through November 29, 2027. Reed’s shares will continue to trade on NYSE American under the symbol REED with a “.BC” suffix indicating below-compliance status, and there is a stated possibility of delisting proceedings if the company fails to make sufficient progress or regain compliance by the deadline.

Positive

NYSE American accepted a compliance plan, allowing Reed’s to remain listed while it works toward meeting continued listing standards through November 29, 2027.

Negative

Reed’s reported a stockholders’ deficit of $(1.5) million and has been below NYSE American continued listing standards, creating a risk of potential delisting if compliance is not regained by November 29, 2027.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Stockholders’ deficit: $(1.5) million Required stockholders’ equity threshold: $2.0 million Compliance deadline: November 29, 2027 +2 more

5 metrics

Stockholders’ deficit $(1.5) million Reported stockholders’ deficit with losses in five most recent fiscal years ended December 31, 2025

Required stockholders’ equity threshold $2.0 million Minimum stockholders’ equity required under NYSE American Section 1003(a)(i)

Compliance deadline November 29, 2027 Target date by which Reed’s intends to regain NYSE American continued listing compliance

Loss history period Five most recent fiscal years Period over which Reed’s reported losses from continuing operations and/or net losses

Market cap exemption threshold $50 million Total market capitalization level tied to a Company Guide exemption Reed’s does not currently meet

Key Terms

stockholders’ equity, continued listing standards, NYSE American Company Guide, stockholders’ deficit, +1 more

5 terms

stockholders’ equity financial

"requiring a company to have stockholders’ equity of at least $2.0 million"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

continued listing standards regulatory

"not in compliance with the NYSE American continued listing standards"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

NYSE American Company Guide regulatory

"listing standards set forth in Part 10 of the NYSE American Company Guide"

A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

stockholders’ deficit financial

"because the Company reported stockholders’ deficit of $(1.5) million"

Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.

.BC market

"symbol “REED”, but will have an added designation of “.BC”"

FAQ

Why did Reed’s, Inc. (REED) receive a NYSE American deficiency notice?

Reed’s received the notice because it reported a stockholders’ deficit of $(1.5) million and losses in its five most recent fiscal years, failing the NYSE American stockholders’ equity requirement in Section 1003(a)(i) of the Company Guide.

What listing standard is Reed’s, Inc. (REED) currently failing to meet?

Reed’s is not in compliance with Section 1003(a)(i) of the NYSE American Company Guide, which requires at least $2.0 million in stockholders’ equity when a company has multi-year losses from continuing operations and/or net losses.

How long does Reed’s, Inc. (REED) have to regain NYSE American compliance?

Reed’s plans to regain compliance by November 29, 2027, the date tied to its accepted remediation plan. The company will undergo periodic, including quarterly, reviews during this period to assess progress against the plan.

Will Reed’s, Inc. (REED) shares remain listed on NYSE American during the plan period?

Yes. Reed’s common stock will continue trading on NYSE American under the symbol REED with an added “.BC” designation. The notice has no immediate impact on trading status, subject to other listing requirements.

What happens if Reed’s, Inc. (REED) does not regain NYSE American compliance?

If Reed’s is not in compliance by November 29, 2027, or does not make progress consistent with its plan, NYSE American may initiate delisting proceedings. Reed’s could then appeal a staff delisting determination under Company Guide procedures.

Does the NYSE American notice affect Reed’s, Inc. (REED) business operations or SEC reporting?

The company states the notice does not affect ongoing business operations or its reporting obligations to the SEC. The impact is focused on its listing status and related NYSE American compliance monitoring.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/14/2026 - 04:23 PM Accepted by SEC EDGAR 08/14/2026 - 04:15 PM

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): August 12, 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)

(I.R.S. Employer

Identification No.)

501 Merritt 7 PH

Norwalk, Connecticut

06851

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 997-3337

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 12, 2026, Reed’s, Inc. (the “Company”) received a notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the Company Guide requiring a company to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. The Notice also indicates that the Company is not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50 million, among other requirements).

As previously disclosed, in connection with its non-compliance with Section 1003(a)(ii) and Section 1003(a)(iii), the Company must submit a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take to regain compliance with the continued listing standards by November 29, 2027. On June 26, 2026, the Company submitted the Plan to NYSE American. On August 12, 2026, NYSE American determined to accept the Plan, and the Company will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the Company is not in compliance with the continued listing standards by November 29, 2027, or if the Company does not make progress consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

The Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American during this period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The common stock will continue to trade under the symbol “REED”, but will have an added designation of “.BC” to indicate that the status of the common stock is “below compliance”.

The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the U.S. Securities and Exchange Commission.

The Company is committed to achieving compliance with the NYSE American’s continued listing standards. Pursuant to the Plan, the Company intends to regain compliance with the NYSE American continued listing standards by November 29, 2027; however, there can be no assurance that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required timeframe.

Item 8.01 Other Events.

On August 14, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated August 14, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Note Regarding Forward-Looking Statements

This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements. These forward-looking statements may be identified by terms such as “believe,” “expect,” “intends,” “outlook,” “may,” “will” and similar expressions. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the Company’s expectations surrounding the regaining compliance with the NYSE American’s continued listing standards, and actions of the Company and/or the NYSE American to be taken with respect to matters discussed in the Notice. These forward-looking statements are based on current expectations. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties, and assumptions, many of which involve factors or circumstances that are beyond our control. These risks could cause actual results to differ materially from those discussed in such forward-looking statements.

The risks and uncertainties referred to above include, but are not limited to: the Company’s ability to regain compliance with the listing standards set forth in the Company Guide by November 29, 2027, and other risks detailed from time to time in the Company’s public filings, including the Company’s annual report on Form 10-K filed on March 25, 2026, which will be available on the Securities and Exchange Commission’s web site at www.sec.gov. These forward-looking statements are based on current expectations and speak only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

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.

Date: August 14, 2026	By:	/s/ Douglas W. McCurdy
		Douglas W. McCurdy
		Chief Financial Officer

Exhibit 99.1

Reed’s Receives NYSE Deficiency Notification Regarding Stockholders’ Equity

NORWALK, Conn., August 14, 2026 – Reed’s, Inc. (NYSE American: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, announced that on August 12, 2026, the Company received a notice (the “Notice”) from NYSE American LLC (“NYSE American”) that the Company is below compliance with Section 1003(a)(i) of NYSE American’s listing standards set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”) because the Company reported stockholders’ deficit of $(1.5) million and losses from continuing operations and/or net losses in its five most recent fiscal years ended December 31, 2025. The Company is also not currently eligible for any exemption in Section 1003(a) of the Company Guide from the stockholders’ equity requirements.

As previously announced, in connection with its non-compliance with Section 1003(a)(ii) and Section 1003(a)(iii) of the Company Guide, the Company must submit a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take to regain compliance with the continued listing standards by November 29, 2027. On June 26, 2026, the Company submitted the Plan to NYSE American. On August 12, 2026, NYSE American determined to accept the Plan, and the Company will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the Company is not in compliance with the continued listing standards by November 29, 2027, or if the Company does not make progress consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

About Reed’s, Inc.

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

Forward Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements. These forward-looking statements may be identified by terms such as “believe,” “expect,” “intends,” “outlook,” “may,” “will” and similar expressions. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the Company’s expectations surrounding the regaining compliance with the NYSE American’s continued listing standards, and actions of the Company and/or the NYSE American to be taken with respect to matters discussed in the Notice. These forward-looking statements are based on current expectations. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties, and assumptions, many of which involve factors or circumstances that are beyond our control. These risks could cause actual results to differ materially from those discussed in such forward-looking statements.

The risks and uncertainties referred to above include, but are not limited to: Reed’s ability to regain compliance with the listing standards set forth in the Company Guide by November 29, 2027, and other risks detailed from time to time in Reed’s public filings, including Reed’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 25, 2026, as updated by Reed’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed on August 12, 2026, which are available on the Securities and Exchange Commission’s web site at www.sec.gov. These forward-looking statements are based on current expectations and speak only as of the date hereof. Reed’s assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Investor Relations Contact

Sean Mansouri, CFA or Aaron D’Souza

Elevate IR

ir@reedsinc.com

(720) 330-2829

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents