As
filed with the Securities and Exchange Commission on December 3, 2025
Registration
No. 333-291443
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2
to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
REED’S,
INC.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
2086 |
|
35-2177773 |
(State
or Other Jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification Number) |
501
Merritt 7 PH
Norwalk,
Connecticut 06851
Tel:
(800) 997-3337
(Address,
including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Cyril
A. Wallace, Jr.
Chief
Executive Officer
501
Merritt 7 PH
Norwalk,
Connecticut 06851
Tel:
(800) 997-3337
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Yvan-Claude
Pierre
Courtney
M.W. Tygesson
Cooley
LLP
55
Hudson Yards
New
York, NY 10001
Tel:
(212) 479-6000 |
|
Faith
L. Charles
Thompson
Hine LLP
300
Madison Avenue, 27th Floor
New
York, New York 10017
Tel:
(212) 908-3905 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this
Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-291443) (the “Registration Statement”) is to
file Exhibit 4.6 and Exhibit 107 as indicated in Item 16(a) of Part II of this amendment. No change is made to the preliminary
prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement.
Accordingly, this amendment consists only of the cover page, this explanatory note, Item 16(a) of the Registration Statement, the
exhibit index to the Registration Statement, the signature page to the Registration Statement, and the exhibits filed
herewith.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
The
exhibits listed below are filed as part of this registration statement.
Exhibit
No. |
|
Description |
|
Form |
|
File
No. |
|
Exhibit |
|
Filing
Date |
|
Filed
Herewith |
| 1.1 |
|
Form of Underwriting Agreement |
|
S-1/A |
|
333-291443 |
|
1.1 |
|
12/2/2025 |
|
|
| 3.1 |
|
Certificate of Incorporation of Reed’s, Inc., as amended through February 5, 2025 |
|
10-K |
|
001-32501 |
|
3(i) |
|
3/28/2025 |
|
|
| 3.2 |
|
Certificate of Amendment of the Certificate of Incorporation of Reed’s, Inc., effective October 31, 2025. |
|
8-K |
|
001-32501 |
|
3.1 |
|
10/31/2025 |
|
|
| 3.3 |
|
Amended and Restated Bylaws of Reed’s, Inc., as amended through February 1, 2025 |
|
10-K |
|
001-32501 |
|
3(ii) |
|
3/28/2025 |
|
|
| 3.4 |
|
Amendment to Amended and Restated Bylaws of Reed’s, Inc., dated as of September 25, 2025. |
|
8-K |
|
001-32501 |
|
3.1 |
|
9/25/2025 |
|
|
| 3.5 |
|
Form of Second Amended and Restated Bylaws of Reed’s Inc., to be effective upon the listing of our common stock on the NYSE American LLC. |
|
S-1 |
|
333-291443 |
|
3.5 |
|
11/12/2025 |
|
|
| 4.1 |
|
Form of Warrant, to Raptor / Harbor Reed’s SPV LLC, issued on December 11, 2020 |
|
10-K |
|
001-32501 |
|
4.1 |
|
3/30/2021 |
|
|
| 4.2 |
|
Form of Warrant to Union Square Park Partners, LP, issued on March 11, 2022 |
|
8-K |
|
001-32501 |
|
4.1 |
|
3/21/2022 |
|
|
| 4.3 |
|
Form of Warrant 2022 PIPE, issued on March 11, 2022 |
|
8-K |
|
001-32501 |
|
4.1 |
|
3/14/2022 |
|
|
| 4.4 |
|
Form of Secured Convertible Promissory Note, issued on May 9, 2022 |
|
8-K |
|
001-32501 |
|
4.1 |
|
5/10/2022 |
|
|
Exhibit
No. |
|
Description |
|
Form |
|
File
No. |
|
Exhibit |
|
Filing
Date |
|
Filed
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 4.5 |
|
Form of Warrant, issued on May 25, 2023 |
|
8-K |
|
001-32501 |
|
4.1 |
|
5/31/2023 |
|
|
| 4.6 |
|
Form of Warrant Agency Agreement. |
|
|
|
|
|
|
|
|
|
X |
| 4.7 |
|
Form of Warrant |
|
S-1/A |
|
333-291443 |
|
4.7 |
|
12/2/2025 |
|
|
| 4.8 |
|
Form of Common Stock Certificate. |
|
S-1 |
|
333-291443 |
|
4.6 |
|
11/12/2025 |
|
|
| 5.1 |
|
Opinion of Cooley LLP |
|
S-1/A |
|
333-291443 |
|
5.1 |
|
12/2/2025 |
|
|
| 10.1+ |
|
Form of Reed’s Inc. Indemnification Agreement |
|
10-K |
|
001-32501 |
|
10.1 |
|
4/1/2024 |
|
|
| 10.2+ |
|
Reed’s Inc. 2020 Equity Incentive Plan, as amended December 30, 2021 |
|
10-K |
|
001-32501 |
|
10.2 |
|
4/1/2024 |
|
|
| 10.3+ |
|
Reed’s Inc. 2024 Inducement Plan |
|
10-K |
|
001-32501 |
|
10.3 |
|
4/1/2024 |
|
|
| 10.4+ |
|
Employment Agreement by and between Reed’s Inc. and Douglas W. McCurdy dated January 31, 2025 |
|
10-K |
|
001-32501 |
|
10.4 |
|
3/28/2025 |
|
|
| 10.5+ |
|
Amended and Restated Employment Agreement by and between Reed’s Inc. and Norman E. Snyder, Jr. dated June 24, 2020 |
|
10-K |
|
001-32501 |
|
10.22 |
|
4/15/2022 |
|
|
| 10.6 |
|
Lease by and between Merritt 7 Venture LLC and Reed’s Inc. dated May 10, 2024 |
|
10-Q |
|
001-32501 |
|
10.2 |
|
8/13/2024 |
|
|
| 10.7 |
|
Form of Securities Purchase Agreement by and among Reed’s Inc, and certain investors dated March 10, 2022 |
|
8-K |
|
001-32501 |
|
10.1 |
|
3/14/2022 |
|
|
| 10.8 |
|
Form of Registration Rights Agreement by and among Reed’s Inc, and certain investors dated March 10, 2022 |
|
8-K |
|
001-32501 |
|
10.2 |
|
3/14/2022 |
|
|
| 10.9 |
|
Registration Rights Agreement by and between Reed’s Inc. and purchasers dated May 9, 2022 |
|
8-K |
|
001-32501 |
|
10.2 |
|
5/10/2022 |
|
|
Exhibit
No. |
|
Description |
|
Form |
|
File
No. |
|
Exhibit |
|
Filing
Date |
|
Filed
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 10.10 |
|
Securities Purchase Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd. and certain other investors, dated May 25, 2023 |
|
8-K |
|
001-32501 |
|
10.1 |
|
5/31/2023 |
|
|
| 10.11 |
|
Shareholders Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated May 25, 2023 |
|
8-K |
|
001-32501 |
|
10.2 |
|
5/31/2023 |
|
|
| 10.12 |
|
Amendment to Shareholders Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated January 24, 2025 |
|
8-K |
|
001-32501 |
|
10.1 |
|
1/28/2025 |
|
|
| 10.13 |
|
Board Observer Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated January 24, 2025 |
|
8-K |
|
001-32501 |
|
10.2 |
|
1/28/2025 |
|
|
| 10.14 |
|
Registration Rights Agreement by and between Reed’s Inc., and D&D Source of Life Holdings Ltd. and certain other investors, dated May 25, 2023 |
|
8-K |
|
001-32501 |
|
10.3 |
|
5/31/2023 |
|
|
| 10.15 |
|
Securities Purchase Agreement by and between Reed’s Inc. and certain investors, dated December 30, 2024 |
|
8-K |
|
001-32501 |
|
10.1 |
|
1/6/2025 |
|
|
| 10.16 |
|
Registration Rights Agreement by and between Reed’s Inc. and certain investors, dated December 30, 2024 |
|
8-K |
|
001-32501 |
|
10.2 |
|
1/6/2025 |
|
|
| 10.17 |
|
Senior Secured Loan and Security Agreement among Reed’s Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 |
|
8-K |
|
001-32501 |
|
10.1 |
|
11/19/2024 |
|
|
| 10.18 |
|
Grant of Security Interest in Copyright Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 |
|
8-K |
|
001-32501 |
|
10.3 |
|
11/19/2024
|
|
|
Exhibit
No. |
|
Description |
|
Form |
|
File
No. |
|
Exhibit |
|
Filing
Date |
|
Filed
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 10.19 |
|
Grant
of Security Interest in Patent Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November
14, 2024 |
|
8-K |
|
001-32501 |
|
10.4 |
|
11/19/2024 |
|
|
| 10.20 |
|
Grant of Security Interest in Trademark Rights by Reed’s Inc. in favor of Cantor Fitzgerald Securities, as collateral agent, dated November 14, 2024 |
|
8-K |
|
001-32501 |
|
10.5 |
|
11/19/2024 |
|
|
| 10.21 |
|
Subordination Agreement by and among Reed’s Inc., Wilmington Savings Fund society, FSB, as holder representative and collateral agent, D&D Source of Life Holding Ltd. and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated November 14, 2024 |
|
8-K |
|
001-32501 |
|
10.6 |
|
11/19/2024 |
|
|
| 10.22 |
|
Pledge Agreement by Reed’s Inc. in favor of Cantor Fitzgerald Securities, in its capacity as collateral agent, dated November 14, 2024 |
|
8-K |
|
001-32501 |
|
10.7 |
|
11/19/2024 |
|
|
| 10.23 |
|
Exchange Agreement by and between Reed’s Inc. and D&D Source of Life Holding Ltd., dated November 18, 2024 |
|
8-K |
|
001-32501 |
|
10.8 |
|
11/19/2024 |
|
|
| 10.24 |
|
Option Exercise and Sixth Amendment to the 10% Secured Convertible Notes by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated August 1, 2024 |
|
10-Q |
|
001-32501 |
|
10.1 |
|
8/13/2024 |
|
|
| 10.25 |
|
Securities Purchase Agreement by and between Reed’s Inc. and investors, dated September 9, 2024 |
|
8-K |
|
001-32501 |
|
10.1 |
|
9/13/2024 |
|
|
| 10.26 |
|
Registration Rights Agreement by and between Reed’s Inc. and investors, dated September 9, 2024 |
|
8-K |
|
001-32501 |
|
10.2 |
|
9/13/2024 |
|
|
| 10.27 |
|
Limited Waiver and Deferral Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated May 17, 2024 |
|
10-Q |
|
001-32501 |
|
10.3 |
|
5/20/2024 |
|
|
Exhibit
No. |
|
Description |
|
Form |
|
File
No. |
|
Exhibit |
|
Filing
Date |
|
Filed
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 10.28 |
|
Amendment to Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated April 1, 2024 |
|
8-K/A |
|
001-32501 |
|
10.1 |
|
4/3/2024 |
|
|
| 10.29 |
|
Limited Waiver, Deferral, and Amendment and Restatement Agreement by and between Reed’s Inc. and each holder and Wilmington Savings Fund Society, FSB, holder representative and collateral agent, dated February 12, 2024 |
|
8-K |
|
001-32501 |
|
10.3 |
|
2/13/2024 |
|
|
| 10.30+ |
|
Retirement, Transition and Separation Agreement by and between Reed’s, Inc. and Norman E. Snyder, Jr. dated April 14, 2025 |
|
8-K |
|
001-32501 |
|
10.1 |
|
4/17/2025 |
|
|
| 10.31+ |
|
Executive Employment Agreement by and between Reed’s, Inc. and Cyril Wallace dated April 16, 2025 |
|
8-K |
|
001-32501 |
|
10.2 |
|
4/17/2025 |
|
|
| 10.32+ |
|
Form of Indemnification Agreement, which is incorporated by reference to Exhibit 10.1 to Form 10-K as filed with the SEC April 1, 2024. |
|
8-K |
|
001-32501 |
|
10.3 |
|
4/17/2025 |
|
|
| 10.33+ |
|
Form of Employee Confidentiality and Proprietary Rights Agreement |
|
8-K |
|
001-32501 |
|
10.4 |
|
4/17/2025 |
|
|
| 10.34 |
|
Form of Securities Purchase Agreement by and between Reed’s, Inc. and certain accredited investors dated May 28, 2025. |
|
10-Q |
|
001-32501 |
|
10.4 |
|
8/13/25 |
|
|
| 10.35 |
|
Form of Registration Rights Agreement by and between Reed’s, Inc. and certain accredited investors dated May 28, 2025. |
|
10-Q |
|
001-32501 |
|
10.4 |
|
8/13/25 |
|
|
Exhibit
No. |
|
Description |
|
Form |
|
File
No. |
|
Exhibit |
|
Filing
Date |
|
Filed
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 10.36 |
|
Form of Securities Purchase Agreement, dated as of September 12, 2025, by and between Reed’s, Inc. and certain accredited investors. |
|
8-K |
|
001-32501 |
|
10.1 |
|
9/16/2025 |
|
|
| 10.37 |
|
Form of Registration Rights Agreement, dated as of September 12, 2025, by and between Reed’s, Inc. and certain accredited investors. |
|
8-K |
|
001-32501 |
|
10.1 |
|
9/16/2025 |
|
|
| 10.38 |
|
Amendment No. 1 to Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated September 26, 2025 |
|
8-K |
|
001-32501 |
|
10.1 |
|
9/26/2025 |
|
|
| 14 |
|
Code of Ethics |
|
10-K |
|
001-32501 |
|
14 |
|
4/1/2024 |
|
|
| 21.1 |
|
Subsidiaries of Reed’s Inc. |
|
10-K |
|
001-32501 |
|
21 |
|
3/28/2025 |
|
|
| 23.1 |
|
Consent of Weinberg & Co., PA., Independent Registered Public Accounting Firm |
|
S-1/A |
|
333-291443 |
|
23.1 |
|
12/2/2025 |
|
|
| 23.2 |
|
Consent of Cooley LLP (included in Exhibit 5.1) |
|
S-1/A |
|
333-291443 |
|
23.2 |
|
12/2/2025 |
|
|
| 23.3 |
|
Power of Attorney (included on the signature page) |
|
S-1 |
|
333-291443 |
|
23.3 |
|
11/12/2025 |
|
|
| 107 |
|
Filing Fee Table |
|
|
|
|
|
|
|
|
|
X |
| + |
Indicates
management contract or compensatory plan. |
| (b) |
Financial
statement schedules. |
No
financial statement schedules are provided because the information called for is not required or is shown either in the financial statements
or the notes thereto.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut, on the 3rd day of December, 2025.
| |
REED’S,
INC. |
| |
|
|
| |
By: |
/s/
Cyril A. Wallace, Jr. |
| |
Name: |
Cyril
A. Wallace, Jr. |
| |
Title: |
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Cyril A. Wallace, Jr. |
|
Chief
Executive Officer and Director |
|
December 3, 2025 |
| Cyril
A. Wallace, Jr. |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Douglas W. McCurdy |
|
Chief
Financial Officer |
|
December
3, 2025 |
| Douglas
W. McCurdy |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
* |
|
Chairperson
of the Board of Directors |
|
December
3, 2025 |
| Shufen
Deng |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
December
3, 2025 |
| Sam
Van |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
December
3, 2025 |
| Rudolf
Bakker |
|
|
|
|
| |
|
|
|
|
| /s/
* |
|
Director |
|
December
3, 2025 |
| Michael
C. Tu |
|
|
|
|
| *By:
|
/s/
Douglas W. McCurdy |
|
| Douglas
W. McCurdy |
|
| Attorney-in-Fact |
|
