8-K
REED'S, INC. (REED)
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
Dateof Report (Date of earliest event reported): October 28, 2025
REED’S,
INC.
(Exactname of Registrant as Specified in Its Charter)
| Delaware | 001-32501 | 35-2177773 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 501 Merritt 7 Corporate Park<br><br> <br>Norwalk, Connecticut | 06851 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’sTelephone Number, Including Area Code: (800) 997-3337
Not
Applicable
(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br><br> <br>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. |
|---|
As previously disclosed, on September 29, 2025, D&D Source of Life Holding Ltd., a stockholder of Reed’s, Inc. (the “Company”) owning at such time approximately 52.8% of the Company’s outstanding shares of voting capital stock, authorized by written consent in lieu of a meeting the granting of discretionary authority to the Board of Directors of the Company (the “Board”) to amend the Company’s certificate of incorporation, as amended (the “Charter”), to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of not less than 1-for-3 and not greater than 1-for-9, inclusive, without a corresponding decrease to the Company’s authorized shares of Common Stock. Effective October 31, 2025 at 5:00 p.m. Eastern Time, the Company effected a 1-for-6 reverse stock split of its Common Stock (the “Reverse Stock Split”) pursuant to the Certificate of Amendment (the “Certificate of Amendment”) to the Charter filed with the Secretary of State of the State of Delaware on October 28, 2025. Accordingly, there were approximately 8,945,620 shares of Common Stock issued and outstanding after effectiveness of the Reverse Stock Split, prior to eliminating fractional shares. The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company’s Common Stock will begin trading on OTCQX Best Market on a split-adjusted basis when the market opens on November 3, 2025. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 758338404.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Exhibit Title or Description |
|---|---|
| 3.1 | Certificate of Amendment of the Certificate of Incorporation of Reed’s, Inc., effective October 31, 2025 |
| 104 | Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
| 2 |
| --- |
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:<br> October 31, 2025 | By: | /s/ Douglas W. McCurdy |
| Douglas<br> W. McCurdy | ||
| Chief<br> Financial Officer |
| 3 |
| --- |
Exhibit3.1
CERTIFICATEOF AMENDMENTOF THE CERTIFICATE OF INCORPORATION
OF
REED’S,INC.
Reed’s, Inc. (the “Corporation”), a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that:
FIRST: The Corporation was incorporated under the name Reed’s, Inc. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 7, 2001 (as amended, the “Certificate of Incorporation”).
SECOND: This Certificate of Amendment to the Certificate of Incorporation (this “Certificate of Amendment”) amends the provisions of the Certificate of Incorporation.
THIRD: This Certificate of Amendment has been approved and adopted by the Corporation’s Board of Directors and stockholders in accordance with Section 242 of the DGCL.
FOURTH: Upon this Certificate of Amendment becoming effective, ARTICLE FOUR of the Certificate of Incorporation is hereby amended by adding the following at the end thereof:
Upon the effectiveness of the Certificate of Amendment to the Certificate of Incorporation first inserting this sentence (the “Reverse Split Effective Time”), each three (3) to nine (9) issued shares of Common Stock immediately prior to the Reverse Split Effective Time shall be combined into one validly issued, fully paid and non-assessable share of Common Stock, automatically and without any action by the Corporation or the holder thereof, with the exact ratio within, and inclusive of, three (3) to nine (9) shares to be determined by the Corporation’s Board of Directors prior to the Reverse Split Effective Time and be publicly announced by the Corporation (such combination of shares, the “Reverse Stock Split”).
The Reverse Stock Split shall occur automatically, without any action by the holders of the shares of Common Stock and whether or not any certificates representing such shares have been surrendered to the Corporation. Each certificate that immediately prior to the Reverse Split Effective Time represented shares of Common Stock shall thereafter, automatically and without presenting the same for exchange, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate shall have been combined, subject to any elimination of fractional interests; provided that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable as a result of the Reverse Stock Split unless the existing certificate(s) evidencing the applicable shares of Common Stock prior to the Reverse Stock Split are surrendered to the Corporation (or unless the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes a lost certificate affidavit and agreement reasonably acceptable to the Corporation, which may include a requirement to post a bond, to indemnify the Corporation against any claim that may be made against the Corporation on account of such alleged loss, theft or destruction).
FIFTH: Prior to this Certificate of Amendment becoming effective, the Corporation’s Board of Directors determined that each six (6) issued shares of Common Stock be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock.
SIXTH: This Certificate of Amendment shall become effective at 5:00 p.m. Eastern Time on October 31, 2025.
* * *
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by the Chief Financial Officer of the Corporation on October 28, 2025.
| REED’S,<br> INC. | |
|---|---|
| By: | /s/<br> Doug McCurdy |
| Name: | Doug<br> McCurdy |
| Title: | Chief<br> Financial Officer |