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): October 19, 2023

REED’S,

INC.

(Exact name of registrant as specified in its charter)

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: (310) 217-9400

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. ☐

Item5.08 Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item8.01 Other Events.

The board of directors (“board”) of Reed’s, Inc., a Delaware corporation (the “Company”) has changed the date of its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) to Tuesday, December 12, 2023.

The time and location of the 2023 Annual Meeting will be set forth in the Company’s definitive proxy statement for the 2023 Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”) and the requisite materials to be mailed to stockholders.

The record date for the purpose of determining stockholders entitled to notice of, and vote at, the 2023 Annual Meeting was previously set by the board as the close of business on October 13, 2023.

Deadlinefor Rule 14a-8 Stockholder Proposals

Under the Securities and Exchange Commission’s proxy rules, the board set the deadline for submission of proposals to be included in the proxy materials for the 2023 Annual Meeting as October 23, 2023, which the board has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Accordingly, in order for a stockholder proposal to be considered for inclusion in the Company’s proxy materials for the 2023 Annual Meeting, the proposal must be received by the Company at 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851, attention: Joann Tinnelly, Interim Chief Financial Officer, on or before the close of business on October 23, 2023, and comply with the procedures and requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934.

AdvanceNotice Deadline for Director Nominations and Other Stockholder Proposals

In accordance with the Company’s Amended and Restated Bylaws, for director nominations or stockholder proposals to be brought before the 2023 Annual Meeting, other than Rule 14a-8 proposals described above, written notice must be received by the Company at 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851, attention: Joann Tinnelly, Interim Chief Financial Officer and Secretary, on or before the close of business on November 3, 2023.

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.