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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 |
