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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 9, 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
8.01 Other Events.
As
previously disclosed, 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 of the Company’s common stock in a private
placement (the “Private Placement”). On November 9, 2026, the Company completed the Private Placement and issued the
Shares to the Investor for aggregate gross proceeds of approximately $10.0 million, before deducting offering expenses payable by the
Company.
The Company’s receipt of the gross proceeds
from the Private Placement satisfied the requirement under the Senior Secured Loan and Security Agreement, as amended, that the Company
receive aggregate cash equity contributions of at least $10.0 million no later than November 20, 2026.
The
foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text
of the form of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the SEC on November 3, 2026, and is incorporated herein by reference.
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 9, 2026 |
By: |
/s/
Douglas W. McCurdy |
| |
|
Douglas
W. McCurdy |
| |
|
Chief
Financial Officer |
