false
--12-31
0001140215
0001140215
2025-10-28
2025-10-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 28, 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 Corporate Park
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 5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As
previously disclosed, 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. Effective October 31,
2025 at 5:00 p.m. Eastern Time, the Company effected a 1-for-6 reverse stock split of its Common Stock (the “Reverse Stock Split”)
pursuant to the Certificate of Amendment (the “Certificate of Amendment”) to the Charter filed with the Secretary of State
of the State of Delaware on October 28, 2025. Accordingly, there were approximately 8,945,620 shares of Common Stock issued and
outstanding after effectiveness of the Reverse Stock Split, prior to eliminating fractional shares. The foregoing description is qualified
in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
Company’s Common Stock will begin trading on OTCQX Best Market on a split-adjusted basis when the market opens on November 3, 2025.
The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 758338404.
| Item 9.01 |
Financial
Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Exhibit
Title or Description |
| |
|
| 3.1 |
|
Certificate of Amendment of the Certificate of Incorporation of Reed’s, Inc., effective October 31, 2025 |
| |
|
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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 31, 2025 |
By: |
/s/
Douglas W. McCurdy |
| |
|
Douglas
W. McCurdy |
| |
|
Chief
Financial Officer |
