Reed’s, Inc. (REED) adopts bylaw making Delaware Chancery and federal courts exclusive forums

Rhea-AI Filing Summary

Reed’s, Inc. reported that its Board of Directors approved an immediate amendment to the company’s bylaws on September 25, 2025. The amendment designates the Court of Chancery of the State of Delaware as the exclusive forum for certain internal corporate disputes, such as derivative actions brought on behalf of the company and claims alleging breaches of fiduciary duty by directors, officers, or stockholders, unless the company consents in writing to another forum. It also states that federal district courts in the United States will be the exclusive forum for any complaint asserting a cause of action under the Securities Act of 1933. The full text of this bylaw amendment is provided as an exhibit to the report.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 25, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 25, 2025, the Board of Directors (the “Board”) of Reed’s, Inc. (the “Company”) approved and adopted an amendment (the “Bylaws Amendment”) to the bylaws of the Company, effective immediately. The Bylaws Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for certain specified actions, including, among others, derivative actions, suits or proceedings brought on behalf of the Company or actions, suits or proceedings asserting claims of breach of a fiduciary duty owed by any of the Company’s directors, officers or stockholders. In addition, the Bylaws Amendment provides that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Amendment to Amended and Restated Bylaws of Reed’s, Inc., dated as of September 25, 2025.
104		Cover Page Interactive Date File (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: September 25, 2025	By:	/s/ Douglas W. McCurdy
		Douglas W. McCurdy
		Chief Financial Officer

FAQ

What corporate change did Reed’s, Inc. (REED) disclose in this 8-K?

Reed’s, Inc. disclosed that its Board of Directors approved and adopted an amendment to the company’s bylaws, effective immediately, establishing exclusive litigation forums for specified types of legal actions.

Which court is now the exclusive forum for certain internal disputes involving Reed’s, Inc. (REED)?

The bylaw amendment provides that, unless the company consents in writing to another forum, the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions, including derivative suits and fiduciary duty claims involving Reed’s, Inc.

How does the Reed’s, Inc. (REED) bylaw amendment affect Securities Act claims?

The amendment specifies that the federal district courts of the United States of America are the exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

When was the Reed’s, Inc. (REED) bylaw amendment approved and made effective?

The Board of Directors approved the bylaw amendment on September 25, 2025, and it became effective immediately on that date.

Where can investors find the full text of the Reed’s, Inc. (REED) bylaw amendment?

The full text of the bylaw amendment is attached as Exhibit 3.1, titled “Amendment to Amended and Restated Bylaws of Reed’s, Inc., dated as of September 25, 2025,” and is incorporated by reference.

What types of claims are covered by the new Delaware Chancery Court forum for Reed’s, Inc. (REED)?

Covered claims include derivative actions, suits or proceedings brought on behalf of Reed’s, Inc., as well as actions, suits or proceedings asserting breaches of fiduciary duty by any of the company’s directors, officers, or stockholders.