REED 8-K
Reed's, Inc. (REED)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On August 12, 2026, Reed’s, Inc. (the “Company”) received a notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the Company Guide requiring a company to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. The Notice also indicates that the Company is not currently eligible for any exemption in Section 1003(a) of the Company Guide (including the exemption provided for companies with total value of market capitalization exceeding $50 million, among other requirements).
As previously disclosed, in connection with its non-compliance with Section 1003(a)(ii) and Section 1003(a)(iii), the Company must submit a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take to regain compliance with the continued listing standards by November 29, 2027. On June 26, 2026, the Company submitted the Plan to NYSE American. On August 12, 2026, NYSE American determined to accept the Plan, and the Company will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the Company is not in compliance with the continued listing standards by November 29, 2027, or if the Company does not make progress consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American during this period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The common stock will continue to trade under the symbol “REED”, but will have an added designation of “.BC” to indicate that the status of the common stock is “below compliance”.
The Notice does not affect the Company’s ongoing business operations or its reporting requirements with the U.S. Securities and Exchange Commission.
The Company is committed to achieving compliance with the NYSE American’s continued listing standards. Pursuant to the Plan, the Company intends to regain compliance with the NYSE American continued listing standards by November 29, 2027; however, there can be no assurance that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required timeframe.
Item 8.01 Other Events.
On August 14, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 of this Current Report on Form 8-K. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description | |
| 99.1 | Press Release, dated August 14, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements. These forward-looking statements may be identified by terms such as “believe,” “expect,” “intends,” “outlook,” “may,” “will” and similar expressions. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the Company’s expectations surrounding the regaining compliance with the NYSE American’s continued listing standards, and actions of the Company and/or the NYSE American to be taken with respect to matters discussed in the Notice. These forward-looking statements are based on current expectations. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties, and assumptions, many of which involve factors or circumstances that are beyond our control. These risks could cause actual results to differ materially from those discussed in such forward-looking statements.
The risks and uncertainties referred to above include, but are not limited to: the Company’s ability to regain compliance with the listing standards set forth in the Company Guide by November 29, 2027, and other risks detailed from time to time in the Company’s public filings, including the Company’s annual report on Form 10-K filed on March 25, 2026, which will be available on the Securities and Exchange Commission’s web site at www.sec.gov. These forward-looking statements are based on current expectations and speak only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
| 3 |
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: August 14, 2026 | By: | /s/ Douglas W. McCurdy |
| Douglas W. McCurdy | ||
| Chief Financial Officer | ||
| 4 |
Exhibit 99.1
Reed’s Receives NYSE Deficiency Notification Regarding Stockholders’ Equity
NORWALK, Conn., August 14, 2026 – Reed’s, Inc. (NYSE American: REED) (“Reed’s” or the “Company”), owner of the nation’s leading portfolio of handcrafted, natural ginger beverages, announced that on August 12, 2026, the Company received a notice (the “Notice”) from NYSE American LLC (“NYSE American”) that the Company is below compliance with Section 1003(a)(i) of NYSE American’s listing standards set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”) because the Company reported stockholders’ deficit of $(1.5) million and losses from continuing operations and/or net losses in its five most recent fiscal years ended December 31, 2025. The Company is also not currently eligible for any exemption in Section 1003(a) of the Company Guide from the stockholders’ equity requirements.
As previously announced, in connection with its non-compliance with Section 1003(a)(ii) and Section 1003(a)(iii) of the Company Guide, the Company must submit a plan (the “Plan”) to the NYSE American advising of actions it has taken or will take to regain compliance with the continued listing standards by November 29, 2027. On June 26, 2026, the Company submitted the Plan to NYSE American. On August 12, 2026, NYSE American determined to accept the Plan, and the Company will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the Company is not in compliance with the continued listing standards by November 29, 2027, or if the Company does not make progress consistent with the Plan, the NYSE American will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American during this period, subject to the Company’s compliance with the other listing requirements of the NYSE American.
About Reed’s, Inc.
Reed’s is an innovative company and category leader that provides the world with high quality, premium and better-for-you sodas. 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.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements. These forward-looking statements may be identified by terms such as “believe,” “expect,” “intends,” “outlook,” “may,” “will” and similar expressions. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the Company’s expectations surrounding the regaining compliance with the NYSE American’s continued listing standards, and actions of the Company and/or the NYSE American to be taken with respect to matters discussed in the Notice. These forward-looking statements are based on current expectations. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties, and assumptions, many of which involve factors or circumstances that are beyond our control. These risks could cause actual results to differ materially from those discussed in such forward-looking statements.
The risks and uncertainties referred to above include, but are not limited to: Reed’s ability to regain compliance with the listing standards set forth in the Company Guide by November 29, 2027, and other risks detailed from time to time in Reed’s public filings, including Reed’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 25, 2026, as updated by Reed’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed on August 12, 2026, which are available on the Securities and Exchange Commission’s web site at www.sec.gov. These forward-looking statements are based on current expectations and speak only as of the date hereof. Reed’s assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829