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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 10, 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 12, 2025, Reed’s, Inc., a Delaware
corporation (the “Company”), entered into a securities purchase agreement
(the “Purchase Agreement”) with six accredited investors for the issuance
and sale in a private placement (the “Private Placement”) of 5,000,000 shares
(the “Shares”) of common stock, $0.0001 par value per share, at a purchase
price of $1.00 per Share, for aggregate gross proceeds of $5.0 million. The Private Placement closed on September 15, 2025 (the “Closing
Date”).
In connection with the Private Placement, the Company
entered into a registration rights agreement (the “Registration Rights Agreement”),
dated as of September 12, 2025, with the investors, 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 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 days following the Closing Date (or ninety 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 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation of Randle Lee Edwards
On September 10, 2025, Randle Lee Edwards resigned,
effective immediately, as a member of the Board of Directors (the “Board”)
of the Company. Mr. Lee’s resignation was not the result of any disagreements with the Company relating to the Company’s operations,
policies or practices.
Appointment of Michael Tu
On September 15, 2025, the Board appointed Michael
Tu to serve on the Board to fill the vacancy created by Mr. Lee’s resignation. Mr. Tu will hold this position for the remainder
of the unexpired term and until his successor is elected and qualified. Mr. Tu will also serve on the Audit, Compensation and Governance
Committees of the Board (collectively, the “Committees”).
As an non-employee director of the Company, Mr. Tu
will be entitled to compensation in accordance with the Company’s non-employee director compensation policy. In accordance with
the Company’s customary practice, Mr. Tu also is expected to enter into the Company’s standard indemnification agreement,
a copy of the form of which is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2023, filed with the SEC on April 1, 2024, and incorporated herein by reference, which would require the Company to indemnify Mr.
Tu, under the circumstances and to the extent provided for therein, against certain expenses and liabilities incurred by Mr. Tu by reason
of his position as a director of the Company.
The Board has affirmatively determined that Mr. Tu
(i) is independent under the rules of The Nasdaq Stock Market LLC (“Nasdaq”)
and (ii) meets the heightened standards of independence for compensation and audit committee membership under the applicable rules of
the SEC and Nasdaq.
As previously disclosed, the Company and D&D Source
Holdings Limited (the “Majority Stockholder”), the largest shareholder of
the Company, are parties to a shareholders agreement, dated May 25, 2023, as amended on January 24, 2024 (the “Shareholders
Agreement”), in which the Majority Stockholder has the right to nominate three individuals to the Board, including two independent
nominees. Mr. Tu was nominated to the Board by the Majority Stockholder as one of two permitted independent nominees pursuant to the Shareholders
Agreement.
There are no family relationships between Mr. Tu and
any executive officers or other directors of the Company. Except as set forth above, there is no arrangement or understanding between
Mr. Tu and any other persons pursuant to which Mr. Tu was selected as a director. In addition, Mr. Tu is not a party to any transaction,
or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of September 12, 2025, by and between Reed’s, Inc. and certain accredited investors. |
| 10.2 |
|
Form of Registration Rights Agreement, dated as of September 12, 2025, by and between Reed’s, Inc. and certain accredited investors. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 16, 2025 |
By: |
/s/ Douglas
W. McCurdy |
| |
|
Douglas W. McCurdy |
| |
|
Chief Financial Officer |
