8-K

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 1, 2025

REED’S,

INC.

(Exact name of registrant as specified in its charter)

501 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:

Securities

registered pursuant to Section 12(b) of the Act: None

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. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

Effective July 7, 2025 (the “Effective Date”), Reed’s, Inc. (the “Company”) reassigned the duties of Joann Tinnelly, the Company’s Chief Accounting Officer, to other Company personnel. Doug McCurdy, the Company’s Chief Financial Officer, will serve as the Company’s principal accounting officer, effective as of the Effective Date.

Additional information concerning family relationships, related person transactions and Mr. McCurdy’s biography and compensation arrangements is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 28, 2025, and is incorporated herein by reference.

Item8.01 Other Events.

On July 1, 2025, the Company executed a settlement and release agreement (the “Settlement Agreement”) related to a previously disclosed engagement with an investment bank. Pursuant to the Settlement Agreement, the Company paid the investment bank $800,000 and agreed to pay an additional $800,000 on or before August 29, 2025, in exchange for a mutual release and waiver from any and all liability and obligation under the prior engagement.

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.