Reed’s, Inc. (REED) completes $9M equity offering and moves to NYSE American

Rhea-AI Filing Summary

Reed’s, Inc. announced an underwritten public offering and an exchange uplisting. The company sold 2,500,000 shares of common stock together with warrants to purchase 2,500,000 shares, with each share-and-warrant unit priced at $4.00. Underwriters also partially exercised an overallotment option for additional warrants to purchase 375,000 shares. All securities were sold by Reed’s, generating approximately $9.0 million in net proceeds.

The company plans to use these funds, along with existing cash, to support growth initiatives, working capital, general corporate purposes and possible debt repayment. The warrants are immediately exercisable at $4.50 per share and expire on December 8, 2030, subject to 4.99% or 9.99% ownership limits. Reed’s controlling stockholder, D&D Source of Life Holding Ltd., and its affiliates bought about $5.0 million of the offering. In connection with the deal, Reed’s common stock was approved for listing on the NYSE American and began trading there, ending its quotation on the OTCQX market, and the company’s Second Amended and Restated Bylaws became effective.

Insights

Equity capital markets analyst

Reed’s raises $9M in equity with warrants and uplists to NYSE American.

Reed’s, Inc. completed an underwritten public offering of 2,500,000 common shares paired with warrants for 2,500,000 shares at a combined price of $4.00. Net proceeds were about $9.0 million, which the company plans to deploy for growth initiatives, working capital, general corporate purposes and possible debt repayment. All securities were sold by the company, so this is a primary capital raise rather than a secondary sale.

Each warrant is immediately exercisable at $4.50 per share and runs until December 8, 2030, with 4.99% or 9.99% beneficial ownership limits that help cap any single holder’s stake absent advance notice. Underwriters partially exercised the overallotment option for 375,000 additional warrants, adding to the potential future share overhang if fully exercised.

D&D Source of Life Holding Ltd., the controlling stockholder, and affiliates purchased about $5.0 million of the securities, signaling continued insider participation in the capital structure. In parallel, the company’s common stock moved from OTCQX to the NYSE American, which can broaden market visibility and access to institutional investors, while amended bylaws took effect upon the new listing.

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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): December 4, 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 PH 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
Common stock, $0.0001 par value per share		REED		NYSE American LLC

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.

Amended Bylaws

On December 5, 2025, upon the listing of Reed’s, Inc.’s (the “Company’s”) common stock, par value $0.0001 per share (“Common Stock”), on the NYSE American LLC (the “NYSE American”), the Company’s Second Amended and Restated Bylaws (the “Bylaws”) became effective. Among other things, the amendments effected by the Bylaws:

● enhance the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and the submissions of proposals regarding other business at stockholder meetings, including by (i) requiring any stockholder submitting a nomination notice to make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to provide reasonable evidence that certain requirements of such rule have been satisfied and (ii) the nomination of each proposed director nominee other than the Company’s nominees be disregarded (notwithstanding that the nominee is included as a nominee in the Company’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Company (which proxies and votes shall be disregarded)) if, after a stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder subsequently fails to comply with the requirements of Rule 14a-19 under the Exchange Act;

● expressly permit stockholders and proxyholders who are not physically present at a meeting to attend such a meeting by means of remote communication;

● eliminate the former requirement that the list of stockholders entitled to vote at a stockholder meeting also be made available during the actual meeting;

● address adjournment of stockholder meetings relying on remote communication due to a technical failure;

● enhance the provisions related to indemnification of directors and officers of the Company; and

● make various other updates, including technical, modernizing and clarifying changes.

The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is incorporated by reference herein as Exhibit 3.1.

Item 8.01. Other Events.

Underwritten Public Offering

On December 4, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners, as representative of the underwriters (the “Underwriters”), pursuant to which the Company agreed to sell and issue to the Underwriters, in a public offering (the “Offering”), an aggregate of (i) 2,500,000 shares of Common Stock and (ii) warrants to purchase up to 2,500,000 shares of Common Stock. The Offering closed on December 8, 2025. Each share of Common Stock and accompanying warrant to purchase one share of Common Stock were sold together at a combined public offering price of $4.00 less underwriting discounts and commissions. Additionally, the Company granted the Underwriters a 45-day option (the “Overallotment Option”) to purchase up to an additional 375,000 shares of Common Stock and/or warrants at the public offering price, less underwriting discounts and commissions.

On December 5, 2025, the Underwriters notified the Company of their determination to partially exercise the Overallotment Option for warrants to purchase an aggregate of 375,000 shares of Common Stock. All of the securities in the Offering were sold by the Company.

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The net proceeds to the Company from the Offering, including the partial exercise of the Overallotment Option, were approximately $9.0 million, after deducting underwriting discounts and commissions and certain offering expenses. The Company currently intends to use the net proceeds from the Offering, together with its existing cash and cash equivalents, to fund growth initiatives, working capital and other general corporate purposes, which may include repayment of debt.

Each warrant issued in the Offering has an exercise price per share of Common Stock equal to $4.50, subject to certain adjustments. The warrants are immediately exercisable upon issuance and will expire on December 8, 2030 (the “Expiration Date”), provided that the holder will be prohibited, subject to certain exceptions, from exercising the warrant for shares of the Company’s Common Stock to the extent that immediately after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 4.99% or 9.99% (as elected by the holder) of the total number of shares of the Company’s Common Stock then issued and outstanding, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 9.99% upon 61 days’ prior notice from the holder to the Company subject to the terms of the warrants. If, and only if, there is no effective registration statement at the time of exercise, the warrants may be exercised cashlessly.

D&D Source of Life Holding Ltd., the controlling stockholder of the Company, and its affiliated entities purchased approximately $5.0 million of securities issued in the Offering at the public offering price.

The Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-291443) that was declared effective by the Securities and Exchange Commission on December 4, 2025 and a prospectus dated December 4, 2025.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing descriptions of the terms of the Underwriting Agreement and the warrants do not purport to be complete and are each qualified in their entirety by reference to the Underwriting Agreement and Form of Warrant to Purchase Common Stock, which are attached as Exhibit 1.1 and Exhibit 4.1 hereto, respectively, and incorporated by reference herein. A copy of the legal opinion of Cooley LLP relating to the validity of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.

Uplisting to NYSE American Stock Exchange

In connection with the Offering, the Company’s Common Stock was approved for listing and began trading on the NYSE American on December 5, 2025. Upon effectiveness of the listing on the NYSE American, trading of the Common Stock on the OTC Markets’ OTCQX Best Market terminated.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
1.1		Underwriting Agreement, dated December 4, 2025, by and between Reed’s, Inc. and A.G.P./Alliance Global Partners as representative of the Underwriters.
3.1		Second Amended and Restated Bylaws of Reed’s, Inc.
4.1		Form of Warrant to Purchase Common Stock dated December 8, 2025.
5.1		Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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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: December 8, 2025	By:	/s/ Douglas W. McCurdy
		Douglas W. McCurdy
		Chief Financial Officer

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FAQ

What did Reed's, Inc. (REED) announce in this 8-K filing?

Reed’s, Inc. reported that it completed an underwritten public offering of common stock and warrants, received approximately $9.0 million in net proceeds, amended its bylaws in connection with a new exchange listing, and uplisted its common stock to the NYSE American.

How large was Reed's (REED) underwritten public offering and at what price?

The company agreed to sell 2,500,000 shares of common stock and warrants to purchase up to 2,500,000 shares, with each share and accompanying warrant sold together at a combined public offering price of $4.00, less underwriting discounts and commissions.

What net proceeds did Reed's, Inc. (REED) receive and how will they be used?

Reed’s received approximately $9.0 million in net proceeds from the offering, including the partial overallotment exercise, and currently intends to use the funds for growth initiatives, working capital, general corporate purposes and potentially repayment of debt.

What are the key terms of the warrants issued by Reed's (REED)?

Each warrant has an exercise price of $4.50 per share, is immediately exercisable upon issuance, and will expire on December 8, 2030, with 4.99% or 9.99% beneficial ownership limits that can be changed up to 9.99% with 61 days’ prior notice.

Did Reed's controlling stockholder participate in the offering?

Yes. D&D Source of Life Holding Ltd., Reed’s controlling stockholder, and its affiliated entities purchased approximately $5.0 million of the securities issued in the offering at the public offering price.

On which exchange does Reed's, Inc. (REED) now trade and what changed?

In connection with the offering, Reed’s common stock was approved for listing on the NYSE American and began trading there on December 5, 2025, and trading on the OTC Markets’ OTCQX Best Market terminated upon effectiveness of the NYSE American listing.

What corporate governance change did Reed's (REED) make in this filing?

Upon the NYSE American listing of its common stock, Reed’s Second Amended and Restated Bylaws became effective, and the filing incorporates the full text of these bylaws by reference as an exhibit.