Form 8-K - Current report

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 12, 2023

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)

(IRS Employer

Identification No.)

201 Merritt 7, Norwalk, CT 06851

(Address of principal executive offices and zip code)

Not applicable

(Former name or former address if changed since last report)

Registrant’s telephone number, including area code: (203) 890-0557

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))

Title of Each Class		Trading Symbol(s)		Name of Each Exchanged on Which Registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07 Submission of Matters to a Vote of Security Holders

Final Voting Results

At the Reed’s, Inc. 2023 Annual Meeting of Stockholders on December 12, 2023 (“2023 Annual Meeting”), the stockholders of Reed’s, Inc., a Delaware corporation (“Reed’s”) elected all of the nominees - John J. Bello, Norman E. Snyder, Jr., Lewis Jaffe, Randle Lee Edwards, Louis Imbrogno, Jr., Shufen Deng, and Thomas W. Kosler - to the board of directors.

In addition, the stockholders ratified the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”).

Of the 4,169,131 shares of common stock outstanding on the record date of October 13, 2023, a total of 2,516,781 shares were represented at the meeting, representing 60.37% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of the outstanding shares entitled to vote. Votes were cast as follows:

To elect John J. Bello, Norman E. Snyder, Jr., Lewis Jaffe, Randle Lee Edwards, Louis Imbrogno Jr., Shufen Deng and Thomas W. Kosler to serve a one-year term until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification:

			Vote				Broker
	Vote For		Against		Abstentions		Non-Vote
John J. Bello		2,445,006		34,051		2,142		35,582
Norman E. Snyder, Jr.		2,442,504		36,557		2,137		35,582
Lewis Jaffe		2,420,068		59,079		2,052		35,582
Randle Lee Edwards		2,442,953		36,158		2,088		35,582
Louis Imbrogno Jr.		2,441,864		37,127		2,207		35,582
Shufen Deng		2,452,257		26,706		2,236		35,582
Thomas W. Kosler		2,442,721		36,382		2,096		35,582

2. To ratify the Auditor Ratification Proposal:

		Vote
Vote For		Against		Abstentions
	2,486,360		24,841		5,579

SIGNATURE

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.

	REEDS, INC.,
	a Delaware corporation

Dated: December 15, 2023	By:	/s/ Norman E. Snyder, Jr.
		Norman E. Snyder, Jr.
		Chief Executive Officer

Cover	Dec. 12, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2023
Entity File Number	001-32501
Entity Registrant Name	REED’S, INC.
Entity Central Index Key	0001140215
Entity Tax Identification Number	35-2177773
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 Merritt 7
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06851
City Area Code	(203)
Local Phone Number	890-0557
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false