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): July 12, 2024

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 Corporate Park, 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: (800) 997-3337

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: none

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On July 12, 2024, upon recommendation from the governance committee, the board of directors of Reed’s, Inc., a Delaware corporation (“Reed’s” or the “company”) increased the number of board seats from seven (7) to eight (8) and appointed Jerry Lewin to serve as a director to fill the newly created vacancy.

Mr. Lewin is an independent director designee of D&D Source of Life Holding LTD (“D&D”), Reed’s largest stockholder. D&D’s other director designees are Shufen Deng (non-independent) and Randle Lee Edwards (independent). D&D invested $3 million as the lead investor in Reed’s PIPE transaction, which closed on March 25, 2023. As part of the PIPE transaction, Reed’s and D&D entered into a shareholders agreement pursuant to which, among other provisions, Reed’s agreed to support D&D’s nomination of up to two board designees, one of which was required to be an independent director. Subsequently, pursuant D&D’s SAFE investment in the amount of $3 million in Reed’s on February 8, 2024, D&D was given the right to designate a second independent director. Pursuant to the SAFE, Reed’s agreed to limit the size of its board to nine (9) unless an increase is separately approved by D&D’s independent directors. Further, the parties agreed D&D’s rights to designate the three directors will continue so long as D&D beneficially holds 25% or more of Reed’s common stock.

Ms. Lewin has not been named to any of the board’s committees at this time. Mr. Lewin will be entitled to standard board compensation consisting of $50,000 per year (pro-rated for partial years), payable quarterly.

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: July 18, 2024	By:	/s/ Norman E. Snyder, Jr.
		Norman E. Snyder, Jr.,
		Chief Executive Officer

Cover	Jul. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 12, 2024
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 Corporate Park
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06851
City Area Code	(800)
Local Phone Number	997-3337
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false