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Reed’s, Inc. has filed Amendment No. 1 to a Form S-1 to register for resale up to 5,000,000 shares of common stock that were issued in a September 15, 2025 private placement for $5,000,000. These shares may be sold from time to time by the selling shareholders named in the prospectus.
The company will not receive any proceeds from the resale of these shares, though it is paying the registration expenses. Reed’s common stock trades on the OTCQX Best Market under the symbol REED, with a last reported price of $0.97 per share on September 17, 2025 and 53,673,722 shares outstanding as of that date. Reed’s markets natural ginger-based and craft soda beverages across major retail channels, and recently launched a multifunctional soda line using organic ginger, adaptogen mushroom extracts and prebiotic fiber to target health-conscious consumers. The prospectus incorporates by reference recent SEC reports and highlights numerous risk factors, including cost inflation, supply chain issues, competition, capital needs and execution of new product and geographic expansion strategies.
Reed’s, Inc. entered a first amendment to its Senior Secured Loan and Security Agreement covering its revolving credit facility with funds affiliated with Whitebox Advisors and Cantor Fitzgerald as agent. The amendment reduces the aggregate principal of the revolving loans from $10.0 million to $9.25 million.
As of the effective date, total Revolving Credit Commitments were $9.25 million, and interest on the revolving loans became payable monthly on the last business day of each month. Reed’s paid Cantor Fitzgerald $650,000 of debt repayment plus accrued interest, while all other material loan terms remain in effect.
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.
Reed’s, Inc. has filed a Form S-1 to register the resale of up to 5,000,000 shares of its common stock held by six selling shareholders. These shares were issued on September 15, 2025 in a private placement for aggregate gross proceeds of $5,000,000 at $1.00 per share. Reed’s will not receive any proceeds from the resale; any sale proceeds will go to the selling shareholders, though Reed’s will bear the registration costs.
Reed’s is a smaller reporting company whose common stock trades on the OTCQX Best Market under the symbol REED. As of September 17, 2025, it had 53,673,722 shares of common stock outstanding. The company markets natural, ginger-based and craft soda beverages under its Reed’s and Virgil’s brands across more than 32,000 retail outlets and has expanded into ready-to-drink alcoholic ginger beverages and a new multi-functional soda line with organic ginger, adaptogens and prebiotic fiber.
REED'S, INC. disclosed that its largest shareholder (the Majority Stockholder) retains the right to nominate directors under a Shareholders Agreement dated May 25, 2023, as amended January 24, 2024. Under that agreement the Majority Stockholder may nominate three directors, including two who qualify as independent. The filing states that Mr. Tu was nominated to the Board by the Majority Stockholder as one of the two permitted independent nominees. The disclosure notes that nominees are expected to meet Nasdaq and SEC standards for independence for committee service. The notice is signed by Douglas W. McCurdy, Chief Financial Officer.
Reed’s, Inc. reported leadership changes in its commercial and marketing organization. On September 8, 2025, Chief Commercial Officer Christopher Burleson notified the company of his intention to resign from that role, effective September 12, 2025. The company stated that his resignation is not due to any disagreement with the company, its Board of Directors, or any matter related to operations, policies, or practices.
Reed’s subsequently announced organizational updates, including appointing Tina Reejsinghani as Chief Marketing Officer, effective September 15, 2025. These changes were communicated in a press release dated September 12, 2025, which is included as an exhibit to the report.