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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 |
