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): December 29, 2025
REED’S,
INC.
(Exactname of Registrant as Specified in Its Charter)
| Delaware | 001-32501 | 35-2177773 |
|---|---|---|
| (Stateor Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S.Employer<br><br> <br>Identification No.) |
| 501Merritt 7 PH<br><br> <br>Norwalk, Connecticut | 06851 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’sTelephone Number, Including Area Code: (800) 997-3337
NotApplicable
(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)* | Nameof each exchange<br><br> <br>on which registered |
|---|---|---|
| Common<br> stock, $0.0001 par value per share | REED | NYSE<br> American LLC |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On December 29, 2025, Reed’s, Inc. (the “Company”) announced the appointment of Neal Cohane as the Company’s Chief Operating Officer, effective January 5, 2026 (the “Effective Date”).
Mr. Cohane, 65, most recently served as Chief Sales Officer at Eastroc Beverages from March 2025 to December 2025. Previously, he served as the founder of Rootstock Brands, Inc. from January 2023 to February 2025. Before founding Rootstock, Mr. Cohane served as the Chief Sales Officer for the Company from August 2007 to December 2022. Previous to his prior employment with the Company, Mr. Cohane served in a number of roles at PepsiCo, SoBe and Coca-Cola. Mr. Cohane earned a B.S. in Business Administration from Merrimack College.
Pursuant to the terms of Mr. Cohane’s offer letter (the “Cohane Offer Letter”) effective as of the Effective Date, Mr. Cohane will receive a base salary of $320,000 per year and be eligible for an annual discretionary bonus of up to 80% of his base salary based on the achievement of certain corporate and/or individual objectives and milestones that are determined by the Board of Directors of the Company (the “Board”) in its sole discretion. He will also be eligible for a $1,000 per month stipend, which includes a car allowance. Subject to his employment on the grant date and subject to such performance, service and other conditions as the Compensation Committee of the Board (the “Compensation Committee”) deems appropriate each fiscal year, Mr. Cohane will be entitled to receive an equity incentive award with a target grant date value of $500,000 (which may be subject to adjustment in the sole discretion of the Compensation Committee).
A copy of the Cohane Offer Letter is attached as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Cohane Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Cohane Offer Letter.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On December 29, 2025, the Company issued a press release announcing Mr. Cohane’s appointment. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the SEC made by the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 10.1 | Offer Letter, dated December 17, 2025, between the Company and Neal Cohane. |
| 99.1 | Press Release, dated December 29, 2025. |
| 104 | Cover Page<br> Interactive Date File (embedded within the Inline XBRL document). |
| 1 |
| --- |
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> December 29, 2025 | By: | /s/ Douglas W. McCurdy |
| Douglas<br> W. McCurdy | ||
| Chief<br> Financial Officer |
| 2 |
| --- |
Exhibit10.1
December 17, 2025
Re:Offer of Employment
Dear Neal Cohane:
I am pleased to offer you employment with Reed’s Inc. (the “Company”) in the position Chief Operating Officer, with a reporting line to the Chief Executive Officer of Reed’s Inc., subject to the terms and conditions outlined in this letter. This letter confirms the terms of the Company’s offer of employment to you.
Your employment will be subject to applicable Company policies, which may be amended by the Company from time to time in its sole discretion, provided, however, that if there is any conflict between the terms of any such policies and this letter, the terms of the letter will govern.
JobTitle and Duties. We offer you the position of Chief Operating Officer (Description Attached). This is a full-time, exempt position. As an exempt employee, you are not eligible for overtime.
WorkWeek. This position requires a minimum of 40 hours worked in a work week.
EffectiveDate. Your tentative start date with the Company will be January 5, 2025.
**Wages.**Your annual salary is $320,000. Your wages will be paid in accordance with our normal semi-monthly payroll schedule, and subject to applicable withholdings and deductions.
ExecutiveStipend. During your employment, you will be eligible for an additional $1,000 per month which is inclusive of a car allowance. This monthly amount will be paid with the last regular pay day of each calendar month (provided you are employed by the company on such payment date) and shall be subject to applicable withholdings and deductions.
DiscretionaryBonus. You will be eligible for an annual performance bonus based on your target of up to 80% of your annual salary. The annual bonus amount that you receive, if any, shall be determined by the Company in its sole discretion. The bonus is not earned until paid and no pro-rated amount will be paid if your employment terminates for any reason prior to the payment date.
Long-TermIncentive Awards. Beginning the fiscal year in which the Company adopts the Company Equity Plan, with respect to each fiscal year of the Company ending during your employment, you shall be eligible to receive, subject to such performance, service and other conditions as the Compensation Committee deems appropriate each fiscal year, a long-term incentive award (each an “LTI Award”) payable in the form of equity awards, as determined in the sole discretion of the Compensation Committee. The target grant date value of each such LTI Award shall be $500,000, but such LTI Awards shall be subject to adjustment, upward or downward, in the sole discretion of the Compensation Committee. LTI Awards (which may include stock options, restricted stock, restricted stock units or any other form of equity-based award authorized under the Company Equity Plan) shall be subject to the terms and conditions of such Company Equity Plan and such other terms and conditions as the Compensation Committee in its sole discretion may establish. Notwithstanding anything contained herein to the contrary, to be eligible for an LTI Award for a fiscal year, you must be employed by the Company on the date an equity award is granted.
EmployeeConfidential Information and Inventions Assignment Agreement. In connection with your employment with the Company, you will receive and have access to Company confidential information and trade secrets. Accordingly, enclosed with this offer letter is an Employee Confidential Information and Inventions Assignment Agreement which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among other obligations. Please review the Employee Confidential Information and Inventions Assignment Agreement and only sign it after careful consideration.
At-WillEmployment. Your employment with us is on an at-will basis and for no specified time period. You are free to terminate your employment at any time with or without prior notice or cause. Similarly, the Company may terminate the employment relationship or change any term of employment with or without cause or notice. The Company may change compensation and benefits from time to time in its discretion. This at-will relationship cannot be modified except by a written agreement signed by the CEO of the Company and you.
This letter [together with the Employee Confidential Information and Inventions Assignment Agreement ] sets forth our entire offer. If you accept our offer, you acknowledge you have not relied on any other writing or oral discussion concerning employment with us. By accepting this offer you also represent that you have no constraints that could prevent you from accepting this offer or performing services for us. You further represent that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty or duties to the Company. You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company. You agree not to bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use. You also agree to honor all obligations to former employers during your employment with the Company.
This offer is contingent upon a satisfactory reference check and satisfactory proof of your right to work in the United States. If the Company informs you that you are required to complete a background check, this offer is contingent upon satisfactory clearance of such background check. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.
Should you have any questions, please feel free to ask me. I look forward to receiving an executed copy of this letter.
| Sincerely, |
|---|
| Cyril<br> Auther Wallace, Jr. |
| Chief<br> Executive Officer |
| Reed’s<br>Inc |
I accept the offer of employment on the terms described in this letter. I understand that this offer of employment is not a contract of employment, that no term of employment is guaranteed hereunder, and that my employment with the Company is at will and may be terminated by me or the Company at any time.
| By: | /s/ Neal Cohane | Date: | December<br> 17, 2025 |
|---|---|---|---|
| Print<br> Name: | Neal<br> Cohane |
Exhibit99.1
Reed’s,Inc. Announces Appointment of Neal Cohane as Chief Operating Officer
NORWALK, Conn., Dec. 29, 2025 (GLOBE NEWSWIRE) — Reed’s, Inc. (NYSE American: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, today announced the appointment of Neal Cohane as Chief Operating Officer, effective January 5, 2026.
Mr. Cohane brings decades of leadership experience across the beverage industry and a proven track record of building high-performing commercial organizations, scaling national distribution, and driving sustainable growth for consumer brands. Most recently, he served as Chief Sales Officer at Eastroc Beverages and previously founded Rootstock Brands, Inc., where he advised beverage companies on go-to-market strategy and execution. Mr. Cohane is well known to Reed’s, having previously served as the Company’s Chief Sales Officer for more than 15 years, playing a central role in expanding the brand’s footprint and strengthening key retail and distributor relationships. Earlier in his career, he held senior leadership roles at PepsiCo, SoBe and The Coca-Cola Company. Mr. Cohane holds a B.S. in Business Administration from Merrimack College.
“Neal’s deep understanding of Reed’s, combined with his extensive experience scaling beverage brands, makes him uniquely qualified to lead our operations as we enter our next phase of growth,” said Cyril Wallace, Chief Executive Officer of Reed’s. “We are excited to welcome Neal back to the executive team and confident that his leadership will help drive operational excellence and long-term value for our shareholders.”
Mr. Cohane added, “I’m extremely enthusiastic to be returning to Reed’s in a new capacity as Chief Operating Officer and embrace the opportunity to lead the Company’s sales, marketing, and operations functions. Our primary objectives will be securing new channels of business, expanding distribution through new doors, increasing velocity across all existing channels, and deepening our distributor and retail partnerships. Strengthening these relationships will be a top priority in 2026 and beyond.”
AboutReed’s, Inc.
Reed’s is an innovative company and category leader that provides the world with high quality, premium and better-for-you beverages. Established in 1989, Reed’s is a leader in craft beverages under the Reed’s®, Virgil’s® and Flying Cauldron® brand names. The Company’s beverages are now sold in over 32,000 stores nationwide.
InvestorRelations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
ir@reedsinc.com
(720) 330-2829