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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): October 28, 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
October 28, 2026, Reed’s, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement
(the “Purchase Agreement”) with D&D Source of Life Holding, Ltd., the Company’s majority stockholder (the
“Investor”), for the issuance and sale in a private placement (the “Private Placement”) of 17,421,602
shares (the “Shares”) of common stock, $0.0001 par value per share, at a purchase price of $0.574 per Share, for aggregate
gross proceeds of approximately $10.0 million. The Private Placement is expected to close on or about November 6, 2026
(the “Closing Date”).
In
connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”),
dated as of October 28, 2026, with the Investor, pursuant to which the Company agreed to prepare and file a registration statement with
the Securities and Exchange Commission (the “SEC”) registering the resale of the Shares no later than fifteen (15)
days after the Closing Date (the “Registration Statement”), and to use its best efforts to have the registration statement
declared effective as promptly as possible thereafter, and in any event no later than seventy (70) days following the Closing Date (or
ninety (90) days following the Closing Date in the event of a “full review” by the SEC). The Company intends to use the net
proceeds from the Private Placement for working capital and general corporate purposes.
The
receipt of the gross proceeds from the Private Placement will satisfy the requirement under the Senior Secured Loan and Security
Agreement, as amended by Amendment No. 2 to Senior Secured Loan and Security Agreement dated September 30, 2026 (the “Amendment”),
that the Company receive aggregate cash equity contributions of at least $10.0 million on or after the effective date of the Amendment
and no later than November 6, 2026.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements by the Company,
customary conditions to closing, termination provisions, indemnification obligations of the Company and other obligations of the parties.
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their
entirety by reference to the full text of the form of each of the Purchase Agreement and the Registration Rights Agreement, copies of
which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth above in Item 1.01 with respect to the Private Placement and the Shares issued in the Private Placement is hereby
incorporated by reference into this Item 3.02. The Shares have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2), and Rule 506(b)
promulgated thereunder.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of October 28, 2026, by and between Reed’s, Inc. and the Investor. |
| 10.2 |
|
Form of Registration Rights Agreement, dated as of October 28, 2026, by and between Reed’s, Inc. and the Investor. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 3, 2026 |
By: |
/s/
Douglas W. McCurdy |
| |
|
Douglas
W. McCurdy |
| |
|
Chief
Financial Officer |
