Major holder backs Reed’s (REED) 1-for-3 to 1-for-9 reverse stock split

Rhea-AI Filing Summary

Reed’s, Inc. reports that its majority stockholder, D&D Source of Life Holding Ltd., which owned approximately 52.8% of Reed’s outstanding voting shares on September 29, 2025, has approved a reverse stock split of the company’s common stock by written consent.

The reverse split will consolidate Reed’s common stock at a ratio of not less than 1-for-3 and not greater than 1-for-9, without reducing the number of authorized common shares. This means each holder will own fewer shares, but each share will represent a proportionally larger ownership interest.

Reed’s has filed a preliminary Information Statement on Schedule 14C with the SEC and plans to file a definitive Schedule 14C. The reverse split will take effect when a certificate of amendment to the charter is filed with the Delaware Secretary of State (or a later date specified there), which may be no earlier than 20 calendar days after the definitive Schedule 14C is filed.

Insights

Capital structure and corporate actions analyst

Reed’s secures majority consent to permit a future reverse split within a 1-for-3 to 1-for-9 range.

The key development is that D&D Source of Life Holding Ltd., holding approximately 52.8% of Reed’s voting shares on September 29, 2025, has used written consent to authorize the board to implement a reverse stock split. The board now has discretion to select a ratio between 1-for-3 and 1-for-9, while leaving the number of authorized common shares unchanged.

This step changes the flexibility of the board to adjust the share count and market price per share but does not itself alter total shareholder equity. Implementation is conditioned on filing a certificate of amendment in Delaware, which may occur no earlier than 20 calendar days after the definitive Schedule 14C is filed with the SEC. Subsequent company filings and the eventual amendment date will show whether, and at what ratio within the approved range, the board elects to carry out the reverse split.

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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): September 29, 2025

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 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
None		REED		N/A

* The registrant’s common stock, $0.0001 par value, is quoted over-the-counter on OTCQX Best Market under the trading symbol “REED”.

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 5.07 Submission of Matters to a Vote of Security Holders.

On September 29, 2025, D&D Source of Life Holding Ltd., a stockholder of Reed’s, Inc. (the “Company”) owning at such time approximately 52.8% of the Company’s outstanding shares of voting capital stock, authorized by written consent in lieu of a meeting the granting of discretionary authority to the Board of Directors of the Company (the “Board”) to amend the Company’s certificate of incorporation, as amended (the “Charter”), to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of not less than 1-for-3 and not greater than 1-for-9, inclusive, without a corresponding decrease to the Company’s authorized shares of Common Stock (the “Reverse Stock Split”). On September 30, 2025, the Company filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Reverse Stock Split. The Company intends to prepare and file a definitive Information Statement on Schedule 14C (the “DEF 14C”) with the SEC. The Reverse Stock Split will become effective on the date that the certificate of amendment to the Charter reflecting the Reverse Stock Split is filed with the Secretary of State of the State of Delaware (or a later date specified therein), which may be no earlier than 20 calendar days after the DEF 14C is filed with the SEC.

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: October 2, 2025	By:	/s/ Douglas W. McCurdy
		Douglas W. McCurdy
		Chief Financial Officer

FAQ

What corporate action did Reed’s, Inc. (REED) announce?

Reed’s, Inc. disclosed that its majority stockholder has authorized the board of directors to amend the company’s charter to effect a reverse stock split of its common stock at a ratio between 1-for-3 and 1-for-9.

Who approved the Reed’s, Inc. reverse stock split and what is their ownership?

D&D Source of Life Holding Ltd., a stockholder owning approximately 52.8% of Reed’s outstanding voting capital stock on September 29, 2025, approved the reverse stock split by written consent in lieu of a meeting.

What is the approved ratio range for the Reed’s (REED) reverse stock split?

The authorized reverse stock split range is not less than 1-for-3 and not greater than 1-for-9, allowing the board to select the specific ratio within this range.

Will Reed’s, Inc. reduce its authorized common shares in the reverse stock split?

No. The reverse stock split authority specifically allows the board to consolidate the outstanding common stock without making a corresponding decrease to the number of authorized shares of common stock.

What SEC filings is Reed’s, Inc. making related to the reverse stock split?

Reed’s filed a preliminary Information Statement on Schedule 14C with the SEC regarding the reverse stock split and intends to prepare and file a definitive Information Statement on Schedule 14C.

When can the Reed’s reverse stock split become effective?

The reverse stock split will become effective on the date the certificate of amendment to the charter is filed with the Delaware Secretary of State, or a later date specified in that certificate, which may be no earlier than 20 calendar days after the definitive Schedule 14C is filed with the SEC.