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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 26, 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) |
|
(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 Exchanged on Which Registered |
| |
|
|
|
|
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
September 26, 2025 (the “Effective Date”), Reed’s, Inc. (the “Company”) entered into the
first amendment (the “Amendment”) to its Senior Secured Loan and Security Agreement (as amended the “Loan
Agreement”) with certain funds affiliated with Whitebox Advisors, LLC (the “Lenders”) and Cantor
Fitzgerald Securities (“Cantor Fitzgerald”), as administrative agent and collateral agent, with respect to its revolving
credit facility (the “Senior Secured Facility”).
Pursuant
to the Amendment, as of the Effective Date, (i) the aggregate principal amount of the revolving loans was reduced from $10.0 million
to $9.25 million and (ii) interest payments on the revolving loans became due on a monthly basis as of the last business day of each
month. As of the Effective Date, the total Revolving Credit Commitments (as defined in the Loan Agreement) were equal to $9.25
million. In connection with the entry into the Amendment, the Company paid Cantor Fitzgerald, as administrative agent, $650,000 of
debt repayment plus accrued interest as specified in the Loan Agreement.
Other
than as set forth herein, the material terms of the Loan Agreement remain unchanged and in full effect.
The
foregoing summary and description of the provisions of the Amendment does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosures set forth in Item 1.01 above are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is furnished with this Current Report on Form 8-K:
| Exhibit
No. |
|
Description |
| 10.1# |
|
Amendment
No. 1 to Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities,
as administrative agent and collateral agent, dated September 26, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
#
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or
exhibit will be furnished to the SEC upon request.
SIGNATURE
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.
| |
REEDS,
INC., |
| |
a
Delaware corporation |
| |
|
|
| Dated:
September 26, 2025 |
By:
|
/s/
Douglas W. McCurdy |
| |
|
Douglas
W. McCurdy |
| |
|
Chief
Financial Officer |
